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+{"version": "aok_v1.0", "data": [{"title": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "SUPPLY CONTRACT", "answer_start": 14}], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "The seller:", "answer_start": 143}, {"text": "The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd.", "answer_start": 49}], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "The Contract is valid for 5 years, beginning from and ended on .", "answer_start": 10985}], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 10691}], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 6665}], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": false}, {"answers": [{"text": "To be covered by the Seller for 110% invoice value against All Risks and War Risk.", "answer_start": 3659}], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the \"order\"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the \"entrusted party\" or \"YICHANGTAI\" or \"LEHEYUAN\"), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.\n\n1\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings: \"KEEP AWAY FROM MOISTURE\",\"HANDLE WITH CARE\" \"THIS SIDE UP\" etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:\n\n2\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer's agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.\n\n3\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.\n\n4\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.\n\n5\n\nSource: LOHA CO. LTD., F-1, 12/9/2019\n\n\n\n\n\n21. Law application It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6\n\nSource: LOHA CO. LTD., F-1, 12/9/2019"}]}, {"title": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "WEB SITE HOSTING AGREEMENT", "answer_start": 225}], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Centrack International", "answer_start": 330}, {"text": "I-ON INTERACTIVE, INC.", "answer_start": 14893}, {"text": "i-on interactive", "answer_start": 398}, {"text": "CENTRACK INTERNATIONAL, INC.", "answer_start": 14853}, {"text": "the Customer", "answer_start": 378}, {"text": "i-on", "answer_start": 101}], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "6th day of April, 1999", "answer_start": 292}], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 10363}], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 10363}], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "answer_start": 10751}, {"text": "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", "answer_start": 10559}], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [{"text": "Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "answer_start": 10751}, {"text": "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", "answer_start": 10559}], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 14093}], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice.", "answer_start": 10880}], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 11273}], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "1                                                                     Exhibit 10.3\n\nI-on. (LOGO) www.i-on.com 561.394.9484 o 561.394-9773 fax 1733 avenida del sol, boca raton, florida, 33432\n\nWEB SITE HOSTING AGREEMENT\n\nThis WEB SITE HOSTING AGREEMENT (\"this Agreement\") is entered into this 6th day of April, 1999 by and between Centrack International, a Florida corporation (\"the Customer\"), and i-on interactive, a Florida corporation (\"i-on\").\n\nDEFINITIONS\n\nAs used in this Agreement, the term \"Web site\" shall mean a computer system intended to be accessed through the World Wide Web segment of the Internet, including software and content intended to be viewed and/or operated upon by persons accessing the computer system via the Internet. A Web site may exist on a single computer system with other Web sites.\n\nThe term \"Hosted Site\" shall mean the Web site of the Customer that is hosted by i-on under the terms and conditions of this Agreement.\n\nThe term \"Hosting Computer\" shall mean the computer system and related equipment on which the Hosted Site exists.\n\nSERVICES PROVIDED TO THE CUSTOMER\n\ni-on will maintain the operation of the Hosted Site continuously, twenty-four (24) hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or the Hosted Site. i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard Time on weekdays, or during weekends.\n\nUnder this Agreement, i-on will provide the following limited services for the Hosted Site:\n\n      1. connectivity to the Internet via a T1 (that may be shared by other             Web sites) to a leading Internet backbone access provider such as             UUNET, and reasonable efforts to maintain such connectivity with the             phone company and the Internet backbone access provider;\n\n      2. use of the Hosting Computer (that may be shared by other Web sites)             as described in this Agreement and maintenance required to keep such             Hosting Computer in good working order;\n\n      3. physical space for the Hosting Computer at a facility that maintains             proper environmental conditions in the area(s) where the Hosting             Computer is located and maintains reasonable efforts to prevent             unauthorized access to the physical location of the Hosting             Computer;\n\n      4. an emergency electrical power backup system for the Hosting             Computer;\n\n      5. up to 150 MB of mirrored computer storage on the Hosting Computer;\n\n      6. archival backups of such mirrored computer storage on a weekly             basis;    2          7.  off-site storage of such backups at separate facility than the              location of the Hosting Computer;\n\n      8.  use of the Microsoft Windows NT Server 4.0 or higher operating              system software for the Hosting Computer and the Hosted Site;\n\n      9.  use of the Microsoft Internet Information Service (IIS) 3.0 or              higher Web server software for the Hosted Site (providing support              for the HTTP Web protocol);\n\n      10. use of the Microsoft SQL Server 6.5 or higher database server              software for the Hosted Site, within the boundaries of allocated              computer storage, per #5 above;\n\n      11. access to the Hosted Site via the ftp protocol to an administrative              account designated by the Customer for the Customer to maintain the              Hosted Site's static content (such as HTML Web pages and computer              graphics);\n\n      12. up to 10 mailboxes accessible via the POP3 mail protocol that are              mapped to the Hosted Site's Internet address;\n\n      13. up to 1 hour per month of Web site administration services at no              additional charge, limited to:\n\n               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;\n\n\n\n\n\n               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.\n\n          Additional Web site administration services will be billed at $200              per hour.\n\n      14. a monthly report of user activity on the Hosted Site.\n\nRESPONSIBILITIES OF THE CUSTOMER\n\nThe Customer is responsible for paying i-on the recurring monthly fee in the amount of $450. The Customer is responsible for paying the recurring monthly fees by the 5th day of each month beginning in April 1, 1999. The Customer acknowledges that failure to pay such fees in a timely manner will result in the interruption or discontinuation of services for the Hosted Site.\n\nThe Customer is solely responsible for all content on the Hosted Site, including but not limited to, HTML pages, graphics, sounds, animations, video clips, Java applets, client-site scripts such as JavaScript and VBScript features, ActiveX controls, and other files and/or executable components for use or download by the users of the Hosted Site, as well as the accuracy and validity of any information or data contained within, as well as the overall look-and-feel of the Hosted Site from a user's perspective. The Customer is solely responsible for the ongoing maintenance of such content. The Customer acknowledges that this Agreement is explicitly not an agreement for i-on to provide content creation or maintenance services for the Hosted Site.\n\nThe Customer is solely responsible for all customer support required by users of Hosted Site. In the case of a problem with the Hosted Site that is the responsibility of i-on according to this Agreement, the Customer shall directly notify i-on, which shall report the resolution of such problem directly to the Customer. If the problem of which i-on is notified is not a problem that is the responsibility of i-on according to this Agreement, the time spent by i-on relating to the incident will count towards the Customer's monthly allocation of Web administration services, and any additional time\n\n3 exceeding such allocation will be billed to the Customer at the rate set forth for such services. At no time will i-on take responsibility for directly interacting with the Customer's users. The Customer acknowledges that this Agreement is explicitly not an agreement for i-on to provide \"help desk\" services to the users of the Hosted Site.\n\nThe Customer is solely responsible for all marketing and promotion of the Hosted Site and is solely responsible for generating traffic to the Hosted Site.\n\nThe Customer is solely responsible for the security of its administrator account(s) and respective password(s) for the Hosted Site, and is solely responsible for any loss of data or damage to the Hosted Site that arises out of any breach of such security.\n\nThe Customer is solely responsible for any and all advertising on the Hosted Site.\n\nThe Customer is responsible for any and all software programs, server-side scripts, and/or executable components that are installed on the Hosting Computer for the purpose of providing interactive applications or dynamic content on the Hosted Site. Any such programs, scripts, or components that might affect the stability of the Hosting Computer or interfere with other Web sites on the Hosting Computer must be approved by i-on before being installed on the Hosted Site, i-on reserves the right to deny the Customer permission to install any such programs, scripts, or components, to require additional fees for the installation and/or ongoing operation of any such programs, scripts, or components, or to remove any such programs, scripts, or components, if in i-on's sole discretion they will interfere with the operation of the Hosting Computer or exceed the Customer's monthly allocation of Web administration services.\n\nCONDITIONS OF SERVICE\n\nThe Customer acknowledges that the Internet is an unreliable, unsecured, and error-prone network and agrees to hold i-on harmless for any interruptions in service to the Hosted Site or inability for users to reach or effectively use the Hosted Site that arises outside the scope of i-on's responsibilities as explicitly described in this Agreement.\n\nThe Customer acknowledges that data loss is a possibility, even with mirrored computer storage and archival backup of such storage as provided by i-on per this Agreement, and agrees to hold i-on harmless for any such data loss for the Hosted Site, provided that i-on maintains reasonable steps as described in this Agreement to protect against such data loss.\n\nThe Customer shall use i-on's resources in a manner that is clearly consistent with the purposes of the products and services offered. The Customer shall comply with applicable laws, standards, policies, and procedures. The Customer incurs the responsibility to determine what restrictions apply and to review the policies and procedures that will be updated continually. The customer is responsible to use the resources with sensitivity to the rights of others. Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's\n\n\n\n\n\nservices, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.\n\nThe Customer expressly agrees to use all of i-on's services only for lawful purposes. Transmission or storage of any information, data, or material in violation of United States or state regulation or law is prohibited, including but not limited to, material protected by copyright, trademark, trade secret, or any other statute.\n\nTERM AND TERMINATION\n\nThe 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. 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\n\n4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.\n\nEither party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice. Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason whatsoever shall relieve the Customer of the obligation to pay all amounts due to i-on and to make such payments on a timely basis.\n\nLIMITATION OF LIABILITY\n\ni-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.\n\nINDEMNIFICATION\n\nThe Customer agrees to indemnify and hold harmless i-on, against any lawsuits, claims, damages, or liabilities (or actions or proceedings in respect thereof) to which i-on may become subject related to or arising out of Customer's use of i-on's services, and will reimburse i-on for all legal and other expenses, including attorney's fees, incurred in connection with investigating, defending, or settling any such loss, claim, damage, liability, action, or proceeding whether or not in connection with pending or threatened litigation in which i-on is a party. The provisions of this Agreement relating to indemnification shall survive termination of the Customer's Hosted Site.\n\nTHIRD-PARTY SOFTWARE\n\ni-on expressly assumes no responsibility of the proper operation or maintenance of any of the Centrack site software that we authored by Imaginet and/or other third parties.\n\nMISCELLANEOUS\n\nThis Agreement constitutes the entire understanding and agreement between the parties hereto and supersedes any and all prior or contemporaneous representations, understandings, and agreements between the Customer and i-on with respect to the subject matter hereof, all of which are merged herein. The parties understand that work i-on does in the development and maintenance of Web content and applications for Centrack International is governed by separate agreement(s).\n\nNothing contained herein shall be deemed or construed to create a joint venture or partnership between the Customer and i-on. Neither party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other party. Neither party is granted any such right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party or to bind such other party in any manner.\n\nNo waiver of any provision of this Agreement or any rights or obligations of either party hereunder shall be effective, except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.\n\nIn the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.\n\nThis 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.\n\nNeither the Customer nor i-on shall be deemed in default if its performance or obligations hereunder are delayed or become impossible or impractical by reason of any act of God, war,\n\n5 fire, earthquake, labor dispute, sickness, accident, civil commotion, epidemic, act of government or government agency or offices, or any other cause beyond\n\n\n\n\n\nsuch party's control.\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.\n\nCENTRACK INTERNATIONAL, INC.            I-ON INTERACTIVE, INC.\n\nBy: /s/ JOHN J. LOFQUIST                By: /s/ ANNA TALERICO    -------------------------               ----------------------------- Name: John J. Lofquist                  Name:   Anna Talerico Title: President & CEO                  Title:  Vice President"}]}, {"title": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "CO-PROMOTION AGREEMENT", "answer_start": 4812}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Dova", "answer_start": 857}, {"text": "Dova and Valeant are each referred to individually as a \"Party\" and together as the \"Parties\".", "answer_start": 5130}, {"text": "Dova Pharmaceuticals, Inc.", "answer_start": 4972}, {"text": "Valeant", "answer_start": 1131}, {"text": "Valeant Pharmaceuticals North America LLC", "answer_start": 5037}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "September 26, 2018", "answer_start": 210}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "September 26, 2018", "answer_start": 210}, {"text": "\"Effective Date\" shall have the meaning set forth in the preamble to this Agreement.", "answer_start": 14469}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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\").", "answer_start": 137974}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 149858}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "[***], 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.", "answer_start": 32047}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 27927}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [{"text": "Notwithstanding anything to the contrary, in no event shall the restrictions set forth in this Section 2.3.2 apply to [***].", "answer_start": 33477}, {"text": "Notwithstanding the foregoing, this Section 2.3.1(a) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons, [***].", "answer_start": 32431}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": false}, {"answers": [{"text": "[***], 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.", "answer_start": 32985}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": false}, {"answers": [], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "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 [***]); [***].", "answer_start": 140977}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [{"text": "Notwithstanding the foregoing, (a) either Party may, without the other Party's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate; and (b) Dova may assign this Agreement to a successor in interest in connection with the sale or other transfer of all or substantially all of Dova's assets or rights relating to the Product; provided that such assignee shall remain subject to all of the terms and conditions hereof in all respects and shall assume all obligations of Dova hereunder whether accruing before or after such assignment.", "answer_start": 146920}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "Any attempted assignment not in accordance with this Section 13.2 shall be void.", "answer_start": 147607}, {"text": "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.", "answer_start": 146057}, {"text": "Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).", "answer_start": 29132}, {"text": "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.", "answer_start": 146443}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "If the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for such Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "answer_start": 88296}, {"text": "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:\n\n(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;\n\n(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\n\n(c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales.", "answer_start": 87456}, {"text": "If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "answer_start": 88654}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory.", "answer_start": 45436}, {"text": "If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "answer_start": 88654}, {"text": "A Party shall have the right to terminate this Agreement before the end of the Term as follows:", "answer_start": 138220}, {"text": "12.2.3 by Dova if the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for [***] consecutive Calendar Quarters, upon [***] written notice to Valeant, such notice to be delivered no less than [***] following the end of the last consecutive Calendar Quarter in which the actual Details are less than the Quarterly Minimum Details;", "answer_start": 139134}, {"text": "If the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for such Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].", "answer_start": 88296}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 110014}, {"text": "Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention.", "answer_start": 109510}, {"text": "As between the Parties, Dova shall own all right, title and interest in and to any Product Materials (and all content contained therein) and any Product Labeling (and all content contained therein), including applicable copyrights and trademarks (other than any name, trademark, trade name or logo of Valeant or its Affiliates that may appear on such Product materials or Product Labeling), and to the extent Valeant (or any of its Affiliates) obtains or otherwise has a claim to any of the foregoing, Valeant hereby assigns (and shall cause any applicable Affiliate to assign) all of its right, title and interest in and to such Product Materials (and content) and Product Labeling (and content) (other than any name, trademark, trade name or logo of Valeant or its Affiliates that may appear on such Product materials or Product Labeling) to Dova and Valeant agrees to (and shall cause its applicable Affiliate to) execute all documents and take all actions as are reasonably requested by Dova to vest title to such Product Materials (and content) and Product Labeling (and content) in Dova (or its designated Affiliate).", "answer_start": 67624}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "Valeant shall have the non-exclusive right to use the Dova Trademarks and Copyrights solely on Product Materials in order to perform the Valeant Activities and solely in accordance with the terms and conditions of this Agreement.", "answer_start": 33646}, {"text": "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.", "answer_start": 27927}, {"text": "[***], 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.", "answer_start": 108144}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "Except to Affiliates of Valeant, Valeant's rights and obligations under this Section 2.1 are non-transferable, non-assignable, and non-delegable.", "answer_start": 28986}, {"text": "[***], 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.", "answer_start": 108144}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [{"text": "[***], 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.", "answer_start": 108144}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": false}, {"answers": [], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [{"text": "Dova shall bear the out-of-pocket costs and expenses incurred by the Parties in connection with any such inspection or audit, unless the audit shows an undisputed over- payment for that audited period in excess of [***] of the amounts properly determined, in which case, Valeant shall reimburse Dova for its audit fees and reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be due and payable within [***] of receiving appropriate invoices and other support for such audit-related costs.", "answer_start": 106835}, {"text": "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.", "answer_start": 102745}, {"text": "Where necessary, on reasonable request, Dova's audit rights shall include interviewing Sales Representatives and other employees of Valeant.", "answer_start": 106243}, {"text": "Dova shall have the right, at its own expense, during normal business hours and upon reasonable prior notice, through a certified public accounting firm or other auditor selected by Dova and reasonably acceptable to Valeant and upon execution of a confidentiality agreement reasonably satisfactory to Valeant in form and substance, to inspect and audit the applicable records and books maintained by Valeant relating to the Valeant Activities for purposes of verifying Valeant's compliance with the terms of this Agreement, provided 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 Dova shall have the right to conduct additional \"for cause\" audits to the extent necessary to address significant compliance problems relating to Valeant's obligations hereunder or in response to any inquiry, inspection, investigation or other requirements of a Government Authority in the Territory relating to the Valeant Activities.", "answer_start": 104853}, {"text": "Valeant shall bear the out-of-pocket costs and expenses incurred by the Parties in connection with any such inspection or audit, unless the audit shows an undisputed under-reporting or underpayment for that audited period in excess of [***] of the amounts properly determined, in which case, Dova shall reimburse Valeant for its audit fees and reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be due and payable within [***] of receiving appropriate invoices and other support for such audit-related costs.", "answer_start": 104286}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 136727}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": false}, {"answers": [{"text": "NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN (OTHER THAN AS SET FORTH IN THE SECOND SENTENCE OF THIS SECTION 11.4), IN NO EVENT SHALL DOVA (OR ITS AFFILIATES) OR VALEANT (OR ITS AFFILIATES) BE LIABLE TO THE OTHER OR ANY OF THE OTHER PARTY'S AFFILIATES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS) SUFFERED OR INCURRED BY SUCH OTHER PARTY OR ITS AFFILIATES THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR IN CONNECTION WITH A BREACH OR ALLEGED BREACH OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.", "answer_start": 136062}, {"text": "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.", "answer_start": 45695}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 143450}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": false}, {"answers": [], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 137034}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [{"text": "During the Term, Valeant will not contest the ownership of the Dova Trademarks and Copyrights, their validity, or the validity of any registration therefor.", "answer_start": 35744}, {"text": "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.", "answer_start": 35117}], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.2\n\n______________________________________________________________________________\n\nCO-PROMOTION AGREEMENT\n\nby and between\n\nDOVA PHARMACEUTICALS, INC.\n\nand\n\nVALEANT PHARMACEUTICALS NORTH AMERICA LLC\n\nSeptember 26, 2018\n\n______________________________________________________________________________\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nTABLE OF CONTENTS\n\nPage\n\nARTICLE 1 DEFINITIONS 1\n\nARTICLE 2 RIGHTS AND OBLIGATIONS 8\n\n2.1 Engagement; Grant of Rights. 8\n\n2.2 Retention of Rights. 9\n\n2.3 Non-Competition; Non-Solicitation. 9\n\n2.4 Dova Trademarks and Copyrights. 10\n\nARTICLE 3 JOINT STEERING COMMITTEE 11\n\n3.1 Formation of the JSC. 11\n\n3.2 Meetings and Minutes. 11\n\n3.3 Purpose of the JSC. 11\n\n3.4 Decision Making. 13\n\n3.5 Marketing Sub-Committee. 13\n\nARTICLE 4 VALEANT ACTIVITIES FOR THE PRODUCT 14\n\n4.1 Valeant Activities. 14\n\n4.2 Detailing. 15\n\n4.3 Compliance with Applicable Law. 17\n\n4.4 Field Force Personnel Training; Product Materials. 19\n\n4.5 Provisions Related to Field Force Personnel. 21\n\n4.6 Responsibility for Valeant Activity Costs and Expenses. 22\n\n4.7 Data Sharing. 22\n\nARTICLE 5 REGULATORY, SAFETY AND SURVEILLANCE, COMMERCIAL MATTERS 23\n\n5.1 Dova Responsibility. 23\n\n5.2 Valeant Involvement. 23\n\n5.3 Inspections. 23\n\n5.4 Pharmacovigilance. 24\n\n5.5 Unsolicited Requests for Medical Information. 24\n\n5.6 Recalls and Market Withdrawals. 25\n\n5.7 Certain Reporting Responsibilities. 25\n\n5.8 Booking of Sales Revenues. 25\n\n5.9 Returns. 25\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\ni\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nTABLE OF CONTENTS (continued)\n\n5.10 Manufacturing; Distribution; Marketing. 25\n\nARTICLE 6 FINANCIAL PROVISIONS 26\n\n6.1 Promotion Fee. 26\n\n6.2 Milestone Payment. 27\n\n6.3 Reports; Payments. 27\n\n6.4 Taxes. 28\n\n6.5 Determination of Specialty. 29\n\nARTICLE 7 AUDIT RIGHTS 30\n\n7.1 Recordkeeping. 30\n\n7.2 Valeant Rights. 30\n\n7.3 Dova Rights. 31\n\nARTICLE 8 INTELLECTUAL PROPERTY 32\n\n8.1 Ownership of Intellectual Property. 32\n\n8.2 Title to Trademarks and Copyrights. 32\n\n8.3 Protection of Trademarks and Copyrights. 32\n\n8.4 Disclosure of Know-How. 33\n\nARTICLE 9 CONFIDENTIALITY 33\n\n9.1 Confidential Information. 33\n\n9.2 Public Announcements. 34\n\nARTICLE 10 REPRESENTATIONS AND WARRANTIES; ADDITIONAL COVENANTS 35\n\n10.1 Representations and Warranties of Dova. 35\n\n10.2 Representations and Warranties of Valeant. 37\n\n10.3 Disclaimer of Warranty. 38\n\n10.4 Additional Covenants. 39\n\nARTICLE 11 INDEMNIFICATION; LIMITATIONS ON LIABILITY 39\n\n11.1 Indemnification by Dova. 39\n\n11.2 Indemnification by Valeant. 39\n\n11.3 Indemnification Procedures. 40\n\n11.4 Limitation of Liability. 40\n\n11.5 Insurance. 40\n\nARTICLE 12 TERM AND TERMINATION 41\n\n12.1 Term. 41\n\n12.2 Early Termination for Cause. 41\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\n12.3 Other Early Termination. 42\n\n12.4 Effects of Termination. 42\n\n12.5 Tail Period. 42\n\nii\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nTABLE OF CONTENTS (continued)\n\n12.6 Survival. 43\n\nARTICLE 13 MISCELLANEOUS 43\n\n13.1 Force Majeure. 43\n\n13.2 Assignment. 43\n\n13.3 Severability. 44\n\n13.4 Notices. 44\n\n13.5 Governing Law. 45\n\n13.6 Dispute Resolution. 45\n\n13.7 Waiver of Jury Trial. 45\n\n13.8 Entire Agreement; Amendments. 46\n\n13.9 Headings. 46\n\n13.10 Independent Contractors. 46\n\n13.11 Third Party Beneficiaries. 46\n\n13.12 Waiver. 46\n\n13.13 Cumulative Remedies. 46\n\n13.14 Waiver of Rule of Construction. 46\n\n13.15 Use of Names. 46\n\n13.16 Further Actions and Documents. 47\n\n13.17 Certain Conventions. 47\n\n13.18 Counterparts. 47\n\niii\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nCO-PROMOTION AGREEMENT\n\nThis Co-Promotion Agreement (this \"Agreement\") is entered into and dated as of September 26, 2018 (the \"Effective Date\") by and between Dova Pharmaceuticals, Inc., a Delaware corporation (\"Dova\"), and 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\".\n\nRECITALS\n\nWHEREAS, Dova has developed and has rights to market and sell the Product (as defined below) in the Territory;\n\nWHEREAS, the Parties believe that it would be mutually beneficial to collaborate on promotional activities for the Product and, accordingly, Dova desires that Valeant conduct certain promotional activities, and Valeant desires to conduct such activities, for the Product in the Territory;\n\nNOW, THEREFORE, in consideration of the following mutual promises and obligations, and for other good and valuable consideration the adequacy and sufficiency of which are hereby acknowledged, the Parties agree as follows:\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nARTICLE 1   DEFINITIONS\n\n1.1 \"Act\" shall mean the Federal Food, Drug and Cosmetic Act, 21 U.S.C. \u00a7 301 et seq., as it may be amended from time to time, and the regulations promulgated thereunder.\n\n1.2 \"Adverse Event\" shall mean any untoward medical occurrence in a patient or clinical investigation subject who is administered the Product, but which does not necessarily have a causal relationship with the treatment for which the Product is used. An \"Adverse Event\" can include any unfavorable and unintended sign (including an abnormal laboratory finding), symptom or disease temporally associated with the use of the Product, whether or not related to the Product. A pre-existing condition that worsened in severity after administration of the Product would be considered an \"Adverse Event\".\n\n1.3 \"Affiliate\" shall mean, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person. A Person shall be deemed to control another Person if such Person possesses the power to direct or cause the direction of the management, business and policies of such Person, whether through the ownership of fifty percent (50%) or more (or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) of the voting securities of such Person, by contract or otherwise.\n\n1.4 \"Agreement\" shall have the meaning set forth in the preamble to this Agreement.\n\n1.5 \"Alliance Managers\" shall have the meaning set forth in Section 4.1.4.\n\n1.6 \"Alternate Product\" shall mean a pharmaceutical product that is commercialized by Valeant or its Affiliates in the Territory and that is part of the Salix business segment of Valeant's parent company, Bausch Health Companies, Inc. (or, in the event that such business segments are restructured, that is part of the Salix business unit), and which product is complementary to the Product with regard to Target Professionals in the Specialty.\n\n1.7 \"Applicable Laws\" shall mean all applicable statutes, ordinances, regulations, codes, rules, or orders of any kind whatsoever of any Governmental Authority in the Territory pertaining to any of the activities and obligations contemplated by this Agreement, including, as applicable, the Act, the Generic Drug Enforcement Act of 1992 (21 U.S.C. \u00a7 335a et seq.), the Anti- Kickback Statute (42 U.S.C. \u00a7 1320a-7b et seq.), the Health Insurance Portability and Accountability Act of 1996, the Federal False Claims Act (31 U.S.C. \u00a7\u00a7 3729-3733) (and applicable state false claims acts), the Physician Payments Sunshine Act, the Code, the Department of Health and Human Services Office of Inspector General Compliance Program Guidance for Pharmaceutical Manufacturers, released April 2003, the Antifraud and Abuse Amendment to the Social Security Act, the American Medical Association guidelines on gifts to physicians, generally accepted standards of good clinical practices adopted by current FDA regulations, as well as any state laws and regulations (i) impacting the promotion of pharmaceutical products, (ii) governing the provision of meals and other gifts to medical professionals, including pharmacists, or (iii) governing consumer\n\n2\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nprotection and deceptive trade practices, including any state anti-kickback/fraud and abuse related laws, all as amended from time to time.\n\n1.8 \"Business Day\" means each day of the week, excluding Saturday, Sunday or a day on which banking institutions in New York, New York, USA are closed.\n\n1.9 \"Calendar Quarter\" shall mean each successive period of three (3) calendar months commencing on January 1, April 1, July 1 and October 1, except that the first Calendar Quarter of the Term shall commence on the Effective Date and end on the day immediately prior to the first to occur of January 1, April 1, July 1 or October 1 after the Effective Date, and the last Calendar Quarter shall end on the last day of the Term.\n\n1.10 \"Calendar Year\" shall mean each successive period of twelve (12) months commencing on January 1 and ending on December 31, except that the first Calendar Year of the Term shall commence on the Effective Date and end on December 31 of the year in which the Effective Date occurs, and the last Calendar Year of the Term shall commence on January 1 of the year in which the Term ends and end on the last day of the Term.\n\n1.11 \"Claims\" shall mean all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations or injunctions, in each case of a Third Party (including any Governmental Authority).\n\n1.12 \"Code\" shall mean the Code on Interactions with Healthcare Professionals promulgated by the Pharmaceutical Research and Manufacturers of America (PhRMA)/BIO, as it may be amended.\n\n1.13 \"Compensation Report\" shall have the meaning set forth in Section 4.2.2(b).\n\n1.14 \"Compliance Manager\" shall have the meaning set forth in Section 4.3.9.\n\n1.15 \"Compliance Report\" shall have the meaning set forth in Section 4.2.2(c).\n\n1.16 \"Confidential Information\" shall mean all secret, confidential, non-public or proprietary Know-How, whether provided in written, oral, graphic, video, computer or other form, provided by or on behalf of one Party to the other Party pursuant to this Agreement, including information relating to the disclosing Party's existing or proposed research, development efforts, promotional efforts, regulatory matters, patent applications or business and any other materials that have not been made available by the disclosing Party to the general public. All such information related to this Agreement disclosed by or on behalf of a Party (or its Affiliate) to the other Party (or its Affiliate) pursuant to the Confidentiality Agreement shall be deemed to be such Party's Confidential Information disclosed hereunder. For purposes of clarity, (i) Dova's Confidential Information shall include all Product Materials unless and until made available by Dova to the general public (including through Valeant) and (ii) the terms of this Agreement shall be considered Confidential Information of both Parties.\n\n1.17 \"Confidentiality Agreement\" shall have the meaning set forth in Section 9.1.1.\n\n3\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\n1.18 \"Designated Product\" shall mean a specific pharmaceutical product marketed by Valeant which is agreed to in writing by the Parties on or prior to the Effective Date.\n\n1.19 \"Detail(s)\" shall mean a Product presentation during a face-to-face sales call between a Target Professional and a Sales Representative, during which a presentation of the Product's attributes, benefits, prescribing information and safety information are orally presented, for use in the Field in the Territory. Neither e-details, nor presentations made at conventions, exhibit booths, a sample drop, educational programs or speaker meetings, or similar gatherings, shall constitute a Detail.\n\n1.20 \"Detail Report\" shall have the meaning set forth in Section 4.2.2.\n\n1.21 \"Dispute\" shall have the meaning set forth in Section 13.6.1.\n\n1.22 \"Dollar\" or \"$\" shall mean United States dollar.\n\n1.23 \"Dova Trademarks and Copyrights\" shall mean the logos, trade dress, slogans, domain names and housemarks of Dova or any of its Affiliates as may appear on any Product Materials or Product Labeling, in each case, as may be updated from time to time by Dova.\n\n1.24 \"Dova's Third Party Data Source\" shall mean [***] or such other data source as selected by Dova and with which Dova enters into an agreement, at its cost.\n\n1.25 \"Effective Date\" shall have the meaning set forth in the preamble to this Agreement.\n\n1.26 \"FDA\" shall mean the United States Food and Drug Administration or any successor agency performing comparable functions.\n\n1.27 \"Field\" shall mean the treatment of thrombocytopenia in adult patients with chronic liver disease who are scheduled to undergo a procedure and any and all additional indications for which the Product is approved in the Territory.\n\n1.28 \"Field Force Personnel\" shall mean collectively, the Sales Representatives, the members of the institutional account management team described in Section 4.1.5, if any, that are engaged in Detailing the Product and any other employees of Valeant engaged in the Valeant Activities.\n\n1.29 \"GAAP\" shall mean United States generally accepted accounting principles.\n\n1.30 \"Governmental Authority\" shall mean any court, agency, authority, department, regulatory body or other instrumentality of any government or country or of any national, federal, state, provincial, regional, county, city or other political subdivision of any such government or any supranational organization of which any such country is a member, which has competent and binding authority to decide, mandate, regulate, enforce, or otherwise control the activities of the Parties contemplated by this Agreement.\n\n4\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\n1.31 \"Gross to Net Fraction\" shall mean, for each SKU of the Product, a fraction (i) the numerator of which is the net sales of the SKU of the Product in the Territory for an applicable period (based on the gross-to-net discounts for all sales of such SKU of the Product (i.e., sales attributable to the Specialty, as well as all other sales of such SKU of the Product), and (ii) the denominator of which is gross sales of such SKU of the Product in the Territory for an applicable period, in each case, as determined in accordance with Dova's revenue recognition policies, which is in accordance with GAAP (on a consistent basis), for quarterly financial reporting purposes, as reported in Dova's quarterly filings with the U.S. Securities Exchange Commission.\n\n1.32 \"Indemnified Party\" shall have the meaning set forth in Section 11.3.\n\n1.33 \"Indemnifying Party\" shall have the meaning set forth in Section 11.3.\n\n1.34 \"Intellectual Property\" shall have the meaning set forth in Section 8.1.2.\n\n1.35 \"Intermediary\" shall mean any wholesaler or distributor who sells Product to Retail Pharmacies and Non-Retail Institutions, but not patients, and with which Dova (or its Affiliates) has entered into an agreement or otherwise has arrangements.\n\n1.36 \"Inventions\" shall have the meaning set forth in Section 8.1.2.\n\n1.37 \"JSC\" shall have the meaning set forth in Section 3.1.\n\n1.38 \"Know-How\" shall mean information, whether or not in written form, including biological, chemical, pharmacological, toxicological, medical or clinical, analytical, quality, manufacturing, research, or sales and marketing information, including processes, methods, procedures, techniques, plans, programs and data.\n\n1.39 \"Losses\" shall mean any and all amounts paid or payable to Third Parties with respect to a Claim (including any and all losses, damages, obligations, liabilities, fines, fees, penalties, awards, judgments, interest), together with all documented out-of- pocket costs and expenses, including attorney's fees, reasonably incurred.\n\n1.40 \"Net Sales\" shall mean, for an applicable period, the aggregate amount, without duplication, equal to the Specialty Pharmacy Net Sales for each SKU, the Retail Net Sales for each SKU, if any, and the Non-Retail Net Sales for each SKU.\n\n1.41 \"Non-Retail Institution\" shall mean any institution (other than the Specialty Pharmacies, Retail Pharmacies and Intermediaries) to which Dova (or its Affiliates or its Intermediaries) sells and/or ships units of Product during the Term, which shall include group purchasing organizations (GPOs), hospitals, clinics, long term care facilities and any outlets that are a member of an Integrated Delivery Network (IDN), and with which Dova or its Affiliates do not have data agreements which enables Dova to track shipments of Product from such institution to patients based on the Target Professional prescribing such Product.\n\n1.42 \"Non-Retail Net Sales\" shall mean, for each SKU of the Product:\n\n5\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\n(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):\n\nMULTIPLIED BY\n\n(ii) the applicable Specialty Fraction for such SKU of the Product for the applicable period,\n\nMULTIPLIED BY\n\n(iii) the applicable WAC for such SKU of the Product for the applicable period,\n\nMULTIPLIED BY\n\n(iv) the Gross to Net Fraction for such SKU of the Product for the applicable period.\n\n1.43 \"Party\" shall have the meaning set forth in the preamble to this Agreement.\n\n1.44 \"Person\" shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization or other entity, or government or political subdivision thereof.\n\n1.45 \"Product\" shall mean the product approved pursuant to New Drug Application (NDA) No. 210238, as such approval may be supplemented from time to time (including by way of supplemental new drug application (sNDA)), currently marketed as DOPTELET\u00ae (avatrombopag) in the Territory and shall include an authorized generic version of such Product.\n\n1.46 \"Product Labeling\" shall mean the labels and other written, printed or graphic matter upon (a) any container or wrapper utilized with the Product or (b) any written material accompanying the Product, including Product package inserts, in each case as approved by the FDA.\n\n1.47 \"Product Materials\" shall have the meaning set forth in Section 4.4.1(a).\n\n1.48 \"Product Training Materials\" shall have the meaning set forth in Section 4.4.1(a).\n\n1.49 \"Quarterly Average Sales Force Size\" shall have the meaning set forth in Section 4.2.2.\n\n1.50 \"Quarterly Minimum Details\" for an applicable Calendar Quarter shall mean [***].\n\n1.51 \"Regulatory Approval\" shall mean any and all necessary approvals, licenses, registrations or authorizations from any Governmental Authority, in each case, necessary to commercialize the Product in the Territory.\n\n1.52 \"Retail Pharmacy\" shall mean an outlet which dispenses the Product directly to a patient in a retail setting or through mail order services.\n\n6\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\n1.53 \"Retail Net Sales\" shall mean, for each SKU of the Product:\n\n(i) the number of units of such SKU of the Product shipped from Retail Pharmacies to patients based on prescriptions written by the Specialty in the Territory (as determined by data reported by data aggregator) or such other data source with which Dova enters into an agreement at its cost),\n\nMULTIPLIED BY\n\n(ii) the applicable WAC for such SKU of the Product for the applicable period,\n\nMULTIPLIED BY\n\n(iii) the Gross to Net Fraction for such SKU of the Product for the applicable period.\n\n1.54 \"Sales Representative\" shall mean an individual employed and compensated by Valeant as a full-time employee as part of its sales forces and who engages in Detailing of the Designated Product (or the Alternate Product, as the case may be) in the Territory, and who is also trained with respect to the Product in accordance with this Agreement (including the Product Labeling and the use of the Promotional Materials) to deliver Details for the Product in the Field in the Territory.\n\n1.55 \"Senior Officer\" shall mean, with respect to Dova, its President and Chief Executive Officer (or such officer's designee), and with respect to Valeant, its [***] (or such officer's designee). From time to time, each Party may change its Senior Officer by giving written notice to the other Party.\n\n1.56 \"Specialty\" shall mean (i) Target Professionals with a primary or secondary specialty designation of Gastroenterology, Colorectal Surgery or Proctology (excluding any such Target Professionals with a primary or secondary specialty designation of Hepatology (including Transplant Hepatology), in each case, as determined by data reported by Dova's Third Party Data Source, subject to any adjustments determined pursuant to the process set out in Section 6.5, and (ii) all healthcare professionals with Nurse or Physician Assistant specialty designations affiliated with the Target Professionals described in subsection (i), as adjusted.\n\n1.57 \"Specialty Fraction\" shall mean, for each SKU of the Product, a fraction (i) the numerator of which is the number of units of such SKU of the Product shipped from the Specialty Pharmacies or the Retail Pharmacies to patients based on prescriptions written by the Specialty in the Territory (as determined by data reported pursuant to agreements between Dova (or its Affiliates) and the Specialty Pharmacies or the data aggregators, applicable), and (ii) the denominator of which is the number of units of such SKU of the Product shipped from the Specialty Pharmacies or the Retail Pharmacies to all patients in the Territory (namely based on prescriptions written by the Specialty and outside the Specialty) (as determined by data reported pursuant to agreements between Dova (or its Affiliates) and the Specialty Pharmacies or the data aggregators, as applicable).\n\n1.58 \"Specialty Pharmacy Net Sales\" shall mean, for each SKU of the Product:\n\n7\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\n(i) the number of units of such SKU of the Product shipped from the Specialty Pharmacies to all patients based on prescriptions written by the Specialty in the Territory during an applicable period (as determined by data reported pursuant to agreements between Dova (or its Affiliates) and the Specialty Pharmacies or the data aggregators, as applicable); and\n\nMULTIPLIED BY\n\n(ii) the applicable WAC for such SKU of the Product for the applicable period,\n\nMULTIPLIED BY\n\n(iii) the Gross to Net Fraction for such SKU of the Product for the applicable period.\n\n1.59 \"Specialty Pharmacy\" shall mean those specialty pharmacies to which Dova (or its Affiliates) sells and/or ships units of Product during the Term and for which Dova or its Affiliates have agreements with that include data provisions or provide for separate data agreements which enables Dova to track shipments of Product from such Specialty Pharmacy to patients based on the Target Professional prescribing such Product.\n\n1.60 \"Tail Period\" shall mean the period commencing on the day after the last day of the Term and ending on the earlier of (i) [***] and (ii) [***], unless terminated early pursuant to Section 2.3.1(a) of the Agreement.\n\n1.61 \"Target Professionals\" shall mean physicians, nurse practitioners, physician assistants and any other medical professionals in the Territory with prescribing authority (as authorized under Applicable Law) in the Territory for the Product.\n\n1.62 \"Term\" shall have the meaning set forth in Section 12.1.\n\n1.63 \"Territory\" shall mean the United States of America and its territories and possessions.\n\n1.64 \"Third Party(ies)\" shall mean any person or entity other than Dova and Valeant and their respective Affiliates.\n\n1.65 \"Third Party Agreements\" shall mean the agreements described on Schedule 1.65 hereto.\n\n1.66 \"Valeant Activities\" shall mean any and all promotional activities (including Detailing) conducted by Valeant to encourage the appropriate use of the Product in the Specialty in the Field in the Territory in accordance with the terms of this Agreement.\n\n1.67 \"Valeant Property\" shall have the meaning set forth in Section 8.1.1.\n\n1.68 \"WAC\" shall mean, for each SKU of the Product, Dova's list price for a unit of the SKU of the Product to wholesalers or direct purchasers in the Territory, as reported in wholesale price guides or other nationally recognized publications of drug pricing data.\n\nARTICLE 2  RIGHTS AND OBLIGATIONS\n\n2.1 Engagement; Grant of Rights. 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. Notwithstanding the foregoing, Dova retains and reserves the right for Dova and its Affiliates to promote the Product in the Territory including in the Specialty. Valeant shall have no other rights relating to the Product, except as specifically set forth in this Agreement and, without limiting the foregoing, except as set out in Section 4.1.5, if agreed upon, Valeant shall have no right to, and shall not, conduct the Valeant Activities for the Product outside the Specialty or outside the Territory or for use outside the Field. Except to Affiliates of Valeant, Valeant's rights and obligations under this Section 2.1 are non-transferable, non-assignable, and non-delegable. Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force). Any obligation of Valeant under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Valeant's sole and exclusive option, either by Valeant or its Affiliates. Valeant guarantees the performance of all actions, agreements and obligations to be performed by its Affiliates under the terms and conditions of this Agreement. For clarity, Valeant shall not have any license rights hereunder nor any rights to sublicense any rights hereunder.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\n2.2 Retention of Rights. Except with respect to the exclusive rights granted to Valeant to conduct the Valeant Activities for the Product in the Specialty in the Territory in the Field pursuant to Section 2.1 and, and if agreed upon, outside the Specialty in the Territory in the Field pursuant to Section 4.1.5, Dova retains all rights in and to the Product. Without limiting the generality of the foregoing (and without limiting Dova's retained rights set forth in Section 2.1), Dova specifically retains the following rights (and Valeant and its Affiliates shall have no rights to the following, except as set forth below in this Section 2.2):\n\n2.2.1 responsibility for promoting the Product outside the Specialty;\n\n2.2.2 responsibility for the manufacture and distribution of the Product, and any future development of the Product;\n\n2.2.3 responsibility for all decisions regarding regulatory submissions and, except as expressly set forth herein, for interactions with any Governmental Authority, including but not limited to FDA, with respect to the Product;\n\n2.2.4 responsibility for final approval of all Product Materials content (including submission of Promotional Materials to FDA's Office of Prescription Drug Promotion) with respect to the conduct of the Valeant Activities for Product, except as expressly set forth herein;\n\n2.2.5 selling and booking all sales of the Product; and\n\n2.2.6 responsibility for handling all safety related activities related to Product as set forth in ARTICLE 5 (including submitting all safety reports and interacting with Governmental Authorities with respect thereto) and initiating and managing any Product recalls.\n\nFor clarity, except as provided in Sections 2.1 or 2.4, Valeant shall not acquire any license or other intellectual property interest, by implication or otherwise, in any technology, Know-How or other intellectual property owned or controlled by Dova or any of its Affiliates, and Dova is not providing any such technology, Know-How or other intellectual property, or any assistance related thereto, to Valeant for any use other than for the mutual benefit of the Parties as expressly contemplated hereby.\n\n2.3 Non-Competition; Non-Solicitation.\n\n2.3.1 Non-Competition. (a) [***], 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. Notwithstanding the foregoing, this Section 2.3.1(a) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons, [***].\n\n(a) [***], neither Dova nor is Affiliates shall, directly or indirectly, [***]. Notwithstanding the foregoing, this Section 2.3.1(b) shall not apply to any products marketed, promoted, detailed, offered for sale, or sold by any business (or any portion thereof), other Person, or group of Persons[***].\n\n2.3.2 Non-Solicitation. [***], 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. Notwithstanding anything to the contrary, in no event shall the restrictions set forth in this Section 2.3.2 apply to [***].\n\n2.4 Dova Trademarks and Copyrights.\n\n2.4.1 Valeant shall have the non-exclusive right to use the Dova Trademarks and Copyrights solely on Product Materials in order to perform the Valeant Activities and solely in accordance with the terms and conditions of this Agreement. Dova shall promptly notify Valeant of any updates or changes to the Dova Trademarks and Copyrights on the Product Materials, and Valeant shall thereafter solely use such updated Product Materials in performing its obligations under this Agreement. Valeant shall promptly notify Dova upon becoming aware of any violation of this Section 2.4.1.\n\n2.4.2 Valeant shall follow all instructions and guidelines of Dova (of which Dova has provided Valeant copies) in connection with the use of any Dova Trademarks and Copyrights, and, if Dova reasonably objects to the manner in which any such Dova Trademarks and Copyrights are being used, Valeant shall cease the use of any such Dova Trademarks and Copyrights in such manner upon written notice from Dova thereof. Without limiting the foregoing, Valeant shall also adhere to at least the same quality control provisions as companies in the pharmaceutical industry adhere to for their own trademarks and copyrights. In all cases, Valeant shall use the Dova Trademarks and Copyrights with the necessary trademark (and copyright, as applicable) designations, and shall use the Dova Trademarks and Copyrights in a manner that does not derogate from Dova's rights in the Dova Trademarks and Copyrights. 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. All goodwill and\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nimproved reputation generated by Valeant's use of the Dova Trademarks and Copyrights shall inure to the benefit of Dova, and any use of the Dova Trademarks and Copyrights by Valeant shall cease at the end of the Term. Valeant shall have no rights under this Agreement in or to the Dova Trademarks and Copyrights except as specifically provided herein. During the Term, Valeant will not contest the ownership of the Dova Trademarks and Copyrights, their validity, or the validity of any registration therefor. During the Term, Valeant will not knowingly register and/or use any marks (including in connection with any domain names) that are confusingly similar to the Dova Trademarks and Copyrights.\n\nARTICLE 3  JOINT STEERING COMMITTEE\n\n3.1 Formation of the JSC. As soon as practicable, but no later than twenty (20) days after the Effective Date, the Parties shall form a joint steering committee (\"JSC\") whose responsibilities during the Term shall be to oversee the activities set forth in Section 3.3. The JSC shall consist of three (3) representatives from each Party, each with suitable seniority and relevant experience and expertise to enable such person to address matters falling within the purview of the JSC. From time to time, each Party may change any of its representatives on the JSC by giving written notice to the other Party. The meetings of the JSC will be chaired by a representative from Dova or Valeant, on an alternating basis. The JSC shall determine a meeting schedule; provided, that, in any event, meetings shall be conducted no less frequently than quarterly by teleconference or in person, or as otherwise agreed by the Parties. In person meetings shall occur at such places as mutually agreed by the Parties. Employees or consultants of either Party that are not representatives of the Parties on the JSC may attend meetings of the JSC; provided, that such attendees (i) shall not participate in the decision-making process of the JSC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in ARTICLE 9.\n\n3.2 Meetings and Minutes. Meetings of the JSC may be called by either Party on no less than thirty (30) days' notice during the Term. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items at least ten (10) days in advance to the applicable meeting; provided that under exigent circumstances requiring input by the JSC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting, or may propose that there not be a specific agenda for that particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting, such consent not to be unreasonably withheld. The chairperson shall prepare and circulate for review and approval of the Parties minutes of each meeting within thirty (30) days after the meeting. Each Party shall bear its own costs for its members to attend such meetings.\n\n3.3 Purpose of the JSC. The purposes of the JSC shall be to, subject to Section 3.4:\n\n3.3.1 provide a forum to discuss and coordinate the Parties' activities under this Agreement;\n\n3.3.2 provide a forum to discuss and coordinate the promotion of the Product in the Territory, including in and outside the Specialty;\n\n3.3.3 provide a forum to discuss Product Materials (it being understood that the JSC shall not have the right to approve such Product Materials);\n\n3.3.4 facilitate the flow of information and otherwise promote the communications and collaboration within and among the Parties relating to this Agreement and the promotion of the Product;\n\n3.3.5 discuss planning and implementation of all Valeant Activities, including but not limited to training of Sales Representatives and, if agreed upon, the activities of the institutional account management team referred to in Section 4.1.5;\n\n3.3.6 decide on the acceptable form of and review and discuss the Detail Reports and reports of Net Sales;\n\n3.3.7 decide on the acceptable form of and review and discuss the Compensation Reports and the incentive compensation matters described in Section 4.1.3, including any applicable adjustments to the Product-related sales goals and targets of the Sales Representatives;\n\n3.3.8 review and discuss any matters brought to its attention by either Party's Alliance Manager;\n\n3.3.9 review, discuss and decide on the Alternate Product described in Section 4.2.1(c) or any additional product that may be Detailed by Valeant described in Section 4.2.1(d);\n\n3.3.10 discuss the Promotional Materials matters described in Section 4.4.1(b);\n\n3.3.11 discuss supply or distribution issues relating to the Product, such as any supply shortages;\n\n3.3.12 discuss the pricing of the Product (provided that Dova shall have sole authority to determine pricing of the Product); Source: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\n3.3.13 act as a first level escalation to address disagreements or disputes between the Parties;\n\n3.3.14 form and oversee any sub-committee or working group in furtherance of the activities contemplated by this Agreement;\n\n3.3.15 decide on the acceptable form of and review and discuss the Compliance Reports; and\n\n3.3.16 perform such other responsibilities as may be mutually agreed upon by the Parties in writing from time to time; provided, however, for clarity the JSC shall have no authority to amend or modify any provisions of this Agreement and no authority to waive or definitively interpret the provisions of this Agreement.\n\n3.4 Decision Making. Meetings of the JSC will occur only if at least one representative of each Party is present at the meeting. Each Party shall have one (1) vote. The JSC will use good faith efforts to reach consensus on all matters properly brought before it. If the JSC does not reach unanimous consensus on an issue at a meeting or within a period of [***] thereafter, then the JSC shall submit in writing the respective positions of the Parties to the Senior Officers of the Parties. Such Senior Officers shall use good faith efforts to resolve promptly such matter, which good faith efforts shall include at least one (1) teleconference between such Senior Officers within [***] after the JSC's submission of such matter to them. Any final decision mutually agreed to in writing by the Senior Officers shall be conclusive and binding on the Parties. If the Senior Officers are not able to agree on the resolution of any such issue within [***] after such issue was first referred to them, then (i) Valeant shall have the right to conclusively determine all matters related to Valeant Activities and Detailing of the Product, including matters relating to the institutional account manager team, the incentive compensation of the Sales Representatives and targeting for Details, provided that such determination and any related activities comply with the terms and conditions of this Agreement, and (ii) Dova shall have the right to conclusively determine all other matters; provided, however, for clarity any such determination shall not amend, modify or waive any provisions of this Agreement or definitively interpret the provisions of this Agreement.\n\n3.5 Marketing Sub-Committee.\n\n3.5.1 Promptly after the Effective Date, the JSC shall facilitate the formation of a Marketing Sub-Committee comprised of an equal number of representatives from each Party. Such sub-committee shall meet from time to time and discuss, among other things:\n\n(a) the number of speaker programs for the Product to be conducted by Dova in each Calendar Year;\n\n(b) the Promotional Materials and quantities thereof;\n\n(c) the annual brand plan; and\n\n(d) the annual conference strategy.\n\n3.5.2 [***] shall constitute the \"Speaker Program Threshold\". If Dova wishes to conduct speaker programs in any Calendar Year after 2018 in excess of the Speaker Program Threshold, then the Parties shall meet, through the Marketing Sub-Committee, to discuss such excess speaker programs and the costs thereof. If the Marketing Sub-Committee unanimously agrees that such excess speaker programs should be conducted, then the following costs and expenses will be shared equally by the Parties: (i) the costs and expenses associated with conducting the excess number of speaker programs and (ii) the additional incremental costs and expenses associated with training necessary to address the number of the speaker programs above and below the Speaker Program Threshold. In addition, if the Parties unanimously agree that such excess speaker programs should be conducted, then, as a condition of the payment by Valeant of its share of such costs, Valeant shall have the right to review and approve (acting reasonably and in good faith) any such excess speaker programs, including with respect to the number of speakers approved to speak on the Product as part of the speaker programs, the rates paid to speakers at such speaker programs and the rules regarding attendees who may attend such speaker programs (including frequency of attendance). For greater certainty, if Valeant does not agree to conduct speaker programs above the Speaker Program Threshold, then the costs described herein for any speaker programs conducted by Dova in excess of the Speaker Program Threshold shall not be shared by the Parties, but shall be borne solely by Dova. In the event that Dova incurs costs and expenses for which Valeant is responsible under this Section 3.5.2, Dova may deduct such amounts from the payments due under Section 6.3 and shall include a description thereof in the applicable report under Section 6.3.\n\nARTICLE 4  VALEANT ACTIVITIES FOR THE PRODUCT\n\n4.1 Valeant Activities.\n\n4.1.1 General. Valeant shall conduct the Valeant Activities for the Product in the Specialty in the Field in the\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nTerritory in accordance with this Agreement.\n\n4.1.2 Number of Sales Representatives. Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory. 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.\n\n4.1.3 Target Incentive Compensation. In addition, [***] and continuing throughout the remainder of the Term, Valeant shall ensure the incentive compensation package for each Sales Representatives requires that at least fifty percent (50%) of the target incentive compensation is derived from achieving target sales of the Product. On at least a quarterly basis, the Parties will meet, through the JSC, to review the target incentive compensation and the actual incentive compensation paid out to the Sales Representatives to discuss, in good faith, any appropriate adjustments to the sales targets and goals related to the Product (but not to the above-mentioned fifty percent (50%) threshold of the target incentive compensation), with the intent of achieving, on average, an actual payout to the Sales Representatives of 50% of their incentive compensation relating to sales of the Product.\n\n4.1.4 Alliance Managers. Each Party shall appoint a person who shall oversee interactions between the Parties for all matters related to this Agreement, and any related agreements between the Parties (each an \"Alliance Manager\"). The Alliance Managers shall endeavor to ensure clear and responsive communication between the Parties and the effective exchange of information, and shall serve as a single point of contact for all matters arising under this Agreement. The Alliance Managers shall have the right to attend all JSC meetings and if applicable, subcommittee meetings as non-voting participants and may bring to the attention of the JSC or, if applicable, subcommittee any matters or issues either of them reasonably believes should be discussed, and shall have such other responsibilities as the Parties may mutually agree in writing. Each Party may designate different Alliance Mangers by notice in writing to the other Party.\n\n4.1.5 Institutional Account Management Team. Upon prior mutual agreement of the Parties in writing, Valeant may maintain a team of institutional account managers who, among other products, promote the Product in the Territory at liver transplant centers and large academic institutions only, and for purposes of this Section 4.1.5 only, both inside and outside the Specialty. Prior to any promotion of the Product by any institutional account managers, the Parties will discuss in good faith (acting reasonably) the number of institutional account managers that will promote the Product in the Territory, the appropriate portion of such institutional account managers' target incentive compensation to be derived from sales of the Product and the liver transplant centers or large academic institutions such institutional account managers will be responsible for. Such institutional account managers shall not be counted for purposes of determining the Quarterly Average Sales Force Size or the Quarterly Minimum Details. The Parties agree that these institutional account managers shall not be required to achieve any minimum number of Details. The Parties agree that such team may be added or removed by the mutual written agreement of the Parties without the need to amend this Agreement in accordance with Section 13.8.\n\n4.2 Detailing.\n\n4.2.1 Detail Requirements.\n\n(a) Commencing promptly upon completion of training of the Field Force Personnel that are engaged in Detailing the Product as described in Section 4.4.1 (but on the condition that Promotional Materials have been approved and delivered), Valeant shall deploy its Field Force Personnel that are engaged in Detailing to Detail the Product in accordance with the terms of this Agreement. Subject to compliance with the terms of this Agreement, Valeant shall be responsible, in its discretion, acting reasonably, for determining the manner in which it allocates and prioritizes the Details, provided that, in so allocating the Details, Valeant shall take into consideration geographic territory, frequency of calls, prescribing levels and other reasonable considerations. Except as set forth in this Agreement, without the prior written consent of Dova (not to be unreasonably withheld, delayed or conditioned), Valeant shall not conduct any Valeant Activities, other than Detailing, with respect to the Product.\n\n(b) [***]\n\n(c) Beginning after [***], Valeant may initiate discussions with Dova, upon at least [***] notice to Dova (which notice shall specify the proposed Alternate Product), regarding the potential replacement of the Designated Product with an Alternate Product. Following such notice period the Parties shall meet, through the JSC, and discuss in good faith (acting reasonably), for a period of up to [***], the potential replacement of the Designated Product with the Alternate Product. If the Parties agree on an Alternate Product, then the Parties shall make such agreement in writing and thereafter such Alternate Product shall be the Designated Product for purposes of this Agreement. If the Parties cannot agree on the Alternate Product during such period, then Valeant may give to Dova a written notice (the \"Alternate Product Notice\") designating the proposed Alternate Product as the Alternate Product and, effective [***] after the Alternate Product Notice, such designated Alternate Product shall be the Designated Product for purposes of this Agreement; provided however that, notwithstanding the foregoing, Dova shall have the right to terminate this Agreement upon [***] written notice to Valeant after the Alternate Product Notice, provided further that if the Alternate Product is being proposed by Valeant as a result of an anticipated or the existence of a generic version of the\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nDesignated Product, a decision, judgment, ruling or other requirement of a Government Authority, including the FDA relating to or impacting the Designated Product in the Territory, a material safety concern regarding the Designated Product or a mandatory recall or withdrawal of the Designated Product, then Dova shall have no right to terminate this Agreement pursuant to this Section 4.2.1(c).\n\n(d) [***]\n\n(e) Notwithstanding the terms of this Section 4.2.1, Valeant shall have the right, from time to time, during the Term, to include in the incentive compensation package of all or some of the Sales Representatives a spiff, spiv or other similar incentive bonus that is based on [***], provided that the actual, maximum payout from such incentive bonuses does not exceed, in the aggregate, an amount equal to [***] for each Sales Representative for each Calendar Quarter. Any such spiff, spiv or other similar incentive bonus shall not be included in the calculation of the applicable Sales Representatives incentive compensation package in determining Valeant's compliance with the terms of Section 4.1.3.\n\n4.2.2 Records and Reports.\n\n(a) Valeant shall keep accurate and complete records, consistent with pharmaceutical industry standards, of each Detail and its obligations hereunder in connection therewith. Such records shall be kept for the longer of (i) [***] after the end of the Calendar Year to which they relate and (ii) such period of time as required by Applicable Laws. Within [***] following the end of each Calendar Quarter during the Term, Valeant shall provide Dova with a written report (each a \"Detail Report\"), setting out (i) the quarterly average number of Sales Representatives during such Calendar Quarter (calculated by taking the sum of the number of Sales Representatives employed by Valeant (or its affiliates) that have incentive compensation packages that comply with the terms of Section 4.1.3 on each Business Day of the Calendar Quarter divided by the number of Business Days in such Calendar Quarter) (the \"Quarterly Average Sales Force Size\"), and (ii) the aggregate actual number of Details for the Product made by its Sales Representatives during such Calendar Quarter, and the number of Details broken down by the name of the Target Professionals,. Through the JSC, the Parties shall agree on a mutually acceptable form of Detail Report.\n\n(b) Within [***] following the end of each Calendar Quarter during the Term, Valeant shall provide Dova with a written report (each a \"Compensation Report\"), which describes (i) the details of the incentive compensation package of each Sales Representative as it relates to the Product and the Designated Product (or Alternate Product, as the case may be) (but, in the case of the Designated Product or Alternate Product, such details shall be limited to information regarding what portion of the Sales Representatives' target incentive compensation package is derived from achieving sales targets or goals of the Designated Product (or Alternate Product) , but shall not include any sales targets or goals for the Designated Product (or Alternate Product)), and (ii) the actual incentive compensation payouts for each Sales Representatives as described in Section 4.1.3. Through the JSC, the Parties shall agree on a mutually acceptable form of Compensation Report.\n\n(c) Within [***] following the end of each Calendar Quarter during the Term, Valeant shall provide Dova with a written report (each a \"Compliance Report\"), which sets out a summary of Valeant's compliance monitoring and auditing of the Field Force Personnel that are engaged in Detailing (as such monitoring is further described in Section 4.5.1(b)), a summary of any compliance-related disciplinary actions relating to any Field Force Personnel that are engaged in Detailing and any associated remedial actions, a summary of all compliance investigations conducted by Valeant of any of the Field Force Personnel that are engaged in Detailing and any associated outcome, and, for the fourth Calendar Quarter only, a summary of the compliance-related training (including a reasonable description of each training topic) received by each Field Force Personnel that are engaged in Detailing during the Calendar Year. Through the JSC, the Parties shall agree on a mutually acceptable form of Compliance Report.\n\n4.3 Compliance with Applicable Law.\n\n4.3.1 In conducting the Valeant Activities hereunder, Valeant shall, and shall require all Field Force Personnel to, comply in all respects with Applicable Laws. In addition, Dova shall, and shall require all of its sales representatives to, comply in all respects with Applicable Laws in connection with its promotion of the Product in the Territory.\n\n4.3.2 Neither Valeant nor Field Force Personnel shall offer, pay, solicit or receive any remuneration to or from Target Professionals, in order to induce referrals of or purchase of the Product.\n\n4.3.3 In performing the activities contemplated by this Agreement, neither Valeant nor Field Force Personnel shall make any payment, either directly or indirectly, of money or other assets to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing where such payment would constitute violation of any Applicable Law. In addition, Valeant shall not make any payment either directly or indirectly to officials if such payment is for the purpose of unlawfully influencing decisions or actions with respect to the subject matter of this Agreement.\n\n4.3.4 No employee of Valeant or its Affiliates shall have authority to give any direction, either written or oral,\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nrelating to the making of any commitment by Dova or its agents to any Third Party in violation of terms of this or any other provision of this Agreement\n\n4.3.5 Neither Valeant nor Dova shall undertake any activity under or in connection with this Agreement which violates any Applicable Law.\n\n4.3.6 Valeant's or Dova's material failure to abide by the provisions of this Section 4.3 shall be deemed a material breach of this Agreement by Valeant or Dova (as the case may be) and subject to the terms of Section 12.2 hereof.\n\n4.3.7 Dova shall ensure that any patient assistance program used in connection with the Product (and the services performed thereby in connection with the Product) shall be operated in accordance with Applicable Law. Notwithstanding the immediately preceding sentence, Dova shall have no liability with respect to any breach or non-compliance with Applicable Law relating to any patient assistance program used in connection with the Product to the extent caused by the act or omission of any Field Force Personnel, which act or omission is not in compliance with the terms of this Agreement, Applicable Law or instructions of Dova.\n\n4.3.8 Dova shall ensure that government-insured patients do not receive co-pay support from Dova with respect to the Product.\n\n4.3.9 Dova shall ensure that its donations to, and interactions with, any 501(c)(3) charitable foundation that provides co-pay assistance to government-insured patients with respect to the Product are in full compliance with all Applicable Laws.\n\n4.3.10 If, during the Term, Valeant becomes aware of a material violation or failure to comply with Applicable Law or the terms of this Agreement by a member of the Field Force Personnel that are engaged in Detailing, it shall promptly, but no later than two (2) Business Days after it becomes aware, notify Dova of such violation and, as promptly as possible thereafter, shall notify the steps it has taken or intends to take to remediate such violation.\n\n4.3.11 Compliance Managers. As soon as practicable, but no later than thirty (30) days after the Effective Date, each Party shall appoint a representative to act as its compliance manager under this Agreement, each of which is routinely responsible for advising such Party on compliance matters and has suitable seniority and other relevant experience and expertise (each, a \"Compliance Manager\"). From time to time, each Party may change its Compliance Manager by giving written notice to the other Party. The Compliance Managers shall serve as a key point of contact between the Parties for compliance-related matters. Each Compliance Manager shall facilitate the resolution of any compliance issue with the Compliance Manager of the other Party. The Compliance Managers will use good faith efforts to reach consensus on all compliance matters. If the Compliance Managers do not reach consensus on an issue promptly, then such issue shall be submitted to dispute resolution process described in Section 13.6. Upon the reasonable request of Dova from to time, Valeant shall deliver to Dova copies of Valeant's compliance program policies and compliance training materials which are applicable to the Field Force Personnel's promotion of the Product. Other than as expressly stated herein, Valeant shall not be required to modify its compliance policies or practices in connection with the compliance-related provisions herein.\n\n4.4 Field Force Personnel Training; Product Materials.\n\n4.4.1 Training, Training Materials and Promotional Materials.\n\n(a) Subject to the terms of this Section 4.4.1, Dova shall prepare and control the content of (i) all Product training materials for Field Force Personnel (the \"Product Training Materials\") and (ii) all Product marketing and educational materials (the \"Promotional Materials\") (the Product Training Materials and the Promotional Materials, collectively, the \"Product Materials\"). Dova shall be solely responsible for ensuring that the Product Materials prepared and approved by it are in compliance with the Regulatory Approval for the Product, the Product Labeling and Applicable Law. Once approved by Dova, the content of the Product Materials shall be provided by Dova to Valeant in advance of the Valeant Activates to allow for Valeant to review such content and provide verbal feedback to Dova in advance of use of the Product Materials. Within [***] of receipt of such Product Materials, Valeant shall verbally provide to Dova any comments and/or proposed revisions to such Product Materials, which comments and revisions Dova shall reasonably consider so long as Dova deems such suggestions are acceptable in the promotion of the Product; provided that in any event, to the extent that Dova reasonably believes that such changes are not in compliance with Applicable Law, the Regulatory Approval for the Product or the applicable Product Labeling, then Dova shall not be required to incorporate any such suggestions from Valeant in the Product Materials. In the event of any disagreement between the Parties regarding any feedback received from Valeant with respect to the Product Materials, Dova shall have the right to conclusively determine such matter. If Valeant has provided comments to Dova on the Product Materials and Dova accepts some or all of such comments, then, once revised, Dova shall provide to Valeant the revised versions of such Product Materials for further review by Valeant, in accordance with the terms and timelines of this Section 4.4.1(a) above. Valeant shall use only Product Materials approved by Dova in the performance of Valeant Activities under this Agreement; provided, however, that Valeant shall not be required to use any Product Materials that have not been approved by Valeant or which have not incorporated comments\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nprovided by Valeant and nothing herein shall require Valeant to use all Product Materials created or prepared by Dova and Valeant reserves the right not to use certain Product Materials. The content of Product Materials shall not be modified or changed by Valeant or Field Force Personnel at any time without the prior written approval of Dova in each instance. Dova shall be responsible for the costs and expenses of creation and development of the Product Materials and Valeant shall be responsible for the costs and expense of reproduction, printing and delivery of the Product Materials to and for Valeant. The Parties will coordinate the production and delivery of Product Materials to allow sufficient internal and field force review time to accommodate scheduled training meetings and distribution to Field Force Personnel that are engaged in Detailing. In the event that Dova incurs costs and expenses for which Valeant is responsible under this Section 4.4.1, Dova may deduct such amounts from the payments due under Section 6.3 and shall include a description thereof in the applicable report under Section 6.3. Promptly after the Effective Date, the Parties will collaborate to finalize the Product Materials in accordance with this Section 4.4.1(a), as soon as reasonably practical.\n\n(b) Commencing with the Promotional Materials to be used for Calendar Year 2019 and for the remainder of the Term, Valeant and Dova shall meet to discuss the content of such Promotional Materials in order to ensure that such Promotional Materials appropriately address any messaging that may be desired for the Target Professionals in the Specialty. Such discussions may take place in the forum of the JSC. Dova shall in good faith reasonably consider all comments and suggestions of Valeant regarding the Promotional Materials.\n\n(c) Promptly after the Effective Date, the Parties will collaborate to plan and schedule training for the Sales Representatives at a mutually acceptable time(s) and date(s), including a launch meeting for the Sales Representatives at a mutually acceptable location. Dova will lead such initial training and Valeant shall cooperate with any reasonable requests of Dova in order to support such training. The costs and expenses of such launch meeting will be shared equally by the Parties, other than travel and lodging for the Sales Representatives which shall be the responsibility of Valeant. All other training costs and expenses shall be the responsibility of Valeant. After the initial training, the Parties will collaborate to provide additional training at such frequency, times and places as the circumstances warrant and the Parties mutually agree. Valeant shall have the right, but not the obligation, to conduct such additional training itself, provided that the Valeant trainers have been trained by Dova, and provided further that Dova shall have the right to attend such training upon reasonable notice by Valeant to Dova. Valeant will certify in writing to Dova that all Field Force Personnel have completed the training described in this Section 4.4.1(b).\n\n(d) Valeant and all Field Force Personnel that are engaged in Valeant Activities shall comply with the applicable provisions of the Code, and shall be trained on Valeant's compliance policies, including those that are consistent with the applicable provisions of Sec. 1128B(b) of the Social Security Act and the American Medical Association Ethical Guidelines for Gifts to Physicians from Industry (which such training may have been accomplished prior to the Term), prior to commencing any Valeant Activities. Valeant agrees that it shall train any employee or agent of Valeant who is involved in performing the activities contemplated by this Agreement on anti-corruption and anti-bribery at its own expense.\n\n(e) Field Force Personnel that are engaged in Detailing shall conduct the Valeant Activities only after having undergone the training described in this Section 4.4 and, without limiting the foregoing, no Field Force Personnel member shall Detail the Product without having undergone such training. Subject to the foregoing, Valeant shall have the responsibility for on- going training of its Field Force Personnel that are engaged in Detailing in accordance with customary practice in the pharmaceutical industry.\n\n4.4.2 Ownership of Product Materials. As between the Parties, Dova shall own all right, title and interest in and to any Product Materials (and all content contained therein) and any Product Labeling (and all content contained therein), including applicable copyrights and trademarks (other than any name, trademark, trade name or logo of Valeant or its Affiliates that may appear on such Product materials or Product Labeling), and to the extent Valeant (or any of its Affiliates) obtains or otherwise has a claim to any of the foregoing, Valeant hereby assigns (and shall cause any applicable Affiliate to assign) all of its right, title and interest in and to such Product Materials (and content) and Product Labeling (and content) (other than any name, trademark, trade name or logo of Valeant or its Affiliates that may appear on such Product materials or Product Labeling) to Dova and Valeant agrees to (and shall cause its applicable Affiliate to) execute all documents and take all actions as are reasonably requested by Dova to vest title to such Product Materials (and content) and Product Labeling (and content) in Dova (or its designated Affiliate).\n\n4.5 Provisions Related to Field Force Personnel.\n\n4.5.1 Activities of Field Force Personnel. Valeant hereby agrees and acknowledges that the following shall apply with respect to itself and the Field Force Personnel that are engaged in Detailing:\n\n(a) Valeant shall instruct and cause the Field Force Personnel that are engaged in Detailing to use only the Product Labeling and, subject to the terms of Section 4.4, Product Materials approved by Dova for the conduct of the Valeant Activities for the Product and consistent with Applicable Laws. Valeant shall instruct the Field Force Personnel that are engaged in Detailing to, and will monitor the Field Force Personnel that are engaged in Detailing to ensure that such Field Force Personnel, limit their claims of efficacy and safety for the Product to those claims which are consistent with and do not exceed the Product Labeling and any Promotional Materials.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\n(b) Valeant shall instruct the Field Force Personnel that are engaged in Detailing to conduct the Valeant Activities for the Product, and will monitor and audit (in accordance with Valeant's standard practice) the Field Force Personnel that are engaged in Detailing so that such personnel conduct the Valeant Activities for the Product in adherence in all respects with Applicable Laws.\n\n(c) Valeant shall instruct the Field Force Personnel that are engaged in Detailing regarding provisions of this Agreement applicable to Details of the Product, including Section 4.2 and this Section 4.5.1.\n\n(d) Valeant acknowledges and agrees that Dova will not maintain or procure any worker's compensation, healthcare, or other insurance for or on behalf of the Field Force Personnel, all of which shall be Valeant's sole responsibility.\n\n(e) Valeant acknowledges and agrees that all Field Force Personnel are employees of Valeant and are not, and are not intended to be treated as, employees of Dova or any of its Affiliates, and that such individuals are not, and are not intended to be, eligible to participate in any benefits programs or in any \"employee benefit plans\" (as such term is defined in section 3(3) of ERISA) that are sponsored by Dova or any of its Affiliates or that are offered from time to time by Dova or its Affiliates to their own employees. All matters of compensation, benefits and other terms of employment for any such Field Force Personnel shall be solely a matter between Valeant and such individual. Dova shall not be responsible to Valeant, or to the Field Force Personnel, for any compensation, expense reimbursements or benefits (including vacation and holiday remuneration, healthcare coverage or insurance, life insurance, severance or termination of employment benefits, pension or profit-sharing benefits and disability benefits), payroll-related taxes or withholdings, or any governmental charges or benefits (including unemployment and disability insurance contributions or benefits and workmen's compensation contributions or benefits) that may be imposed upon or be related to the performance by Valeant or such individuals of this Agreement, all of which shall be the sole responsibility of Valeant, even if it is subsequently determined by any Governmental Authority that any such individual may be an employee or a common law employee of Dova or any of its Affiliates or is otherwise entitled to such payments and benefits.\n\n(f) Valeant shall be solely responsible for the acts or omissions of the Field Force Personnel that are not in compliance with Applicable Law and the terms of this Agreement while performing any of the activities under this Agreement. Valeant shall be solely responsible and liable for all probationary and termination actions taken by it, as well as for the formulation, content and dissemination (including content) of all employment policies and rules (including written probationary and termination policies) applicable to its employees.\n\n4.5.2 Termination of Employment; Cessation of Valeant Activities. If any Field Force Personnel leaves the employ of Valeant (or any of its Affiliates), or otherwise ceases to conduct the Valeant Activities for the Product, Valeant shall, to the extent consistent with, and in a manner similar to, its practices with respect to departures of the sales representatives or other field force personnel, as applicable, promoting, marketing or detailing other products for Valeant, account for, and shall cause such departing Field Force Personnel to return to Valeant and delete from his/her computer files (to the extent such materials or information have been provided in, or converted into, electronic form) all materials relating to the Product that have been provided to such individual, including the Product Materials and account level information, including all copies of the foregoing.\n\n4.5.3 Discipline. If Dova has a reasonable basis for believing any member of the Field Force Personnel that are engaged in Detailing has violated any Applicable Laws, or failed to comply with this Agreement, then Dova shall notify Valeant of the alleged violation and Valeant shall promptly investigate the matter and, if the allegation turns out to be true, shall take the appropriate remedial action. Subject to the foregoing, Valeant shall be solely responsible for taking any disciplinary actions in connection with its Field Force Personnel that are engaged in Detailing. If, at any time, Dova has any other compliance-related concerns regarding any Field Force Personnel Detailing, Dova's Compliance Manager shall notify Valeant's Compliance Manager of such concerns in writing and the Compliance Managers will discuss and resolve such matters pursuant to Section 4.3.9.\n\n4.6 Responsibility for Valeant Activity Costs and Expenses. Other than as expressly set out herein, Valeant shall be solely responsible for any and all costs and expenses incurred by Valeant or any of its Affiliates in connection with the conduct of the Valeant Activities for the Product hereunder, including all costs and expenses in connection with Sales Representatives, including salaries, travel expenses and other expenses, credentialing, licensing, providing benefits, deducting federal, state and local payroll taxes, and paying workers' compensation premiums, unemployment insurance contributions and any other payments required by Applicable Laws to be made on behalf of employees.\n\n4.7 Data Sharing. Dova shall provide to Valeant certain information relating to the sale, commercialization, marketing and promotion of the Product, as may be mutually agreed by the Parties from time to time, for use by Valeant and the Field Force Personnel in connection with the Valeant Activities. Such information may include data from the applicable reimbursement HUB, specialty data aggregator, market research, and market access contracting and Third Party-provided brand performance data ([***]). The timing of the delivery of such information shall be mutually agreed upon by the Parties, acting reasonably.\n\nARTICLE 5  REGULATORY, SAFETY AND SURVEILLANCE, COMMERCIAL MATTERS\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\n5.1 Dova Responsibility. As between the Parties, except as expressly set out herein, all regulatory matters regarding the Product shall be the responsibility of Dova, including responsibility for all communications with Governmental Authorities, including but not limited to FDA, related to the Product, and Dova shall have sole responsibility to seek and/or obtain any necessary approvals of any Product Labeling and the Promotional Materials used in connection with the Product, and for determining whether the same requires approval. As between the Parties, Dova shall be responsible for any reporting of matters regarding the manufacture, sale or promotion of the Product (including Adverse Events) to or with the FDA and other relevant regulatory authorities, in accordance with Applicable Laws. Dova shall maintain, at its cost, the Regulatory Approvals for the Product and shall comply with all Applicable Law relevant to the conduct of Dova's business with respect to the Product or pursuant to this Agreement, including, without limitation, all applicable requirements under the Act.\n\n5.2 Valeant Involvement. Except as expressly permitted herein, Valeant shall not, without Dova's prior written consent, correspond or communicate with the FDA or with any other Governmental Authority concerning the Product, or otherwise take any action concerning any Regulatory Approval or other authorization under which the Product is marketed or sold. If not prohibited by any Government Authority or Applicable Law, Valeant shall provide to Dova, promptly upon receipt, copies of any communication from the FDA or other Governmental Authority related to the Product. If not prohibited by any Government Authority or Applicable Law, Dova has the right to review and comment on Valeant's draft responses to any Governmental Authorities relevant to Detail of the Product prior to Valeant's issuance of such response; and Valeant agrees to consider any comments or suggestions from Dova in good faith.\n\n5.3 Inspections.\n\n5.3.1 If not prohibited by any Government Authority or Applicable Law, Valeant shall notify Dova immediately upon receipt of any notice of inspection or investigation by any Governmental Authority related to or that Valeant reasonably believes may impact any aspect of the Valeant Activities. If not prohibited by any Government Authority or Applicable Law, Dova shall have the right to have a representative present at any such portion of the inspection involving any Valeant Activities. In such cases, Valeant shall (i) keep Dova fully informed of the progress and status of any such inspection or investigation, (ii) prior to undertaking any action pursuant to this Section 5.3.1, notify Dova of the inspection or investigation, and disclose to Dova in writing the Governmental Authorities' assertions, findings and related results of such inspection or investigation pertaining to the Valeant Activities, and (iii) provide full disclosure to Dova with respect to any action undertaken or proposed to be undertaken pursuant to this Section 5.3.1 prior to acting as it pertains to the Valeant Activities. In addition, if such findings or the Governmental Authority requests or suggests that Valeant should change any aspect of the Valeant Activities, the Parties will work together to make any such modification; provided, however, that notwithstanding anything to the contrary herein, Valeant will not be required to engage in any Valeant Activities to the extent any finding or Government Authority has requested or suggested that Valeant may not engage in such activity.\n\n5.3.2 If not prohibited by any Government Authority or Applicable Law, Dova shall notify Valeant immediately upon receipt of any notice of inspection or investigation by any Governmental Authority related to or that Dova reasonably believes may impact the Valeant Activities. In such cases, Dova shall (i) keep Valeant fully informed of the progress and status of any such inspection or investigation, (ii) disclose to Valeant in writing the Governmental Authorities' assertions, findings and related results of such inspection or investigation pertaining to the Product or its promotion, and (iii) provide full disclosure to Valeant with respect to any action undertaken or proposed to be undertaken pursuant to this Section 5.3.2 prior to acting as it pertains to the Valeant Activities. In addition, if such findings or the Governmental Authority requests or suggests that Valeant should change any aspect of the Valeant Activities, the Parties will work together to make any such modification; provided, however, that notwithstanding anything to the contrary herein, Valeant will not be required to engage in any Valeant Activities to the extent any finding or Government Authority has requested or suggested that Valeant may not engage in such activity.\n\n5.4 Pharmacovigilance. Subject to the terms of this Agreement, as soon as practicable following the Effective Date (but in no event later than [***]), Dova and Valeant (under the guidance of their respective pharmacovigilance departments, or equivalent thereof) shall identify and finalize the responsibilities the Parties shall employ to protect patients and promote their well- being in a separate safety data exchange agreement (\"Pharmacovigilance Agreement\"). These responsibilities shall include mutually acceptable guidelines and procedures for the receipt, investigation, recordation, communication and exchange (as between the Parties) of safety information such as Adverse Events, lack of efficacy, misuse/abuse, and any other information concerning the safety of the Product. Such guidelines and procedures will be in accordance with, and enable the Parties and their Affiliates to fulfill, regulatory reporting obligations to Governmental Authorities. The Pharmacovigilance Agreement shall provide that: (i) Dova shall be responsible for all pharmacovigilance activities regarding the Product, including signal detection, medical surveillance, risk management, medical literature review and monitoring, Adverse Event reporting and responses to Governmental Authority requests or enquiries, and shall provide information related thereto to Valeant, and (ii) in the event Valeant receives safety information regarding the Product, or information regarding any safety-related regulatory request or inquiry, Valeant shall notify Dova as soon as practicable, but, in any event, within the timelines set forth in the Pharmacovigilance Agreement.\n\n5.5 Unsolicited Requests for Medical Information. Valeant shall direct to Dova any unsolicited requests for off-label medical information from health care professionals with respect to the Product promptly following receipt by Valeant (but in no\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nevent later than [***] after receipt). Dova shall, within [***] following receipt of any such request from Valeant, address any such requests directly.\n\n5.6 Recalls and Market Withdrawals. As between the Parties, Dova shall have the sole right to determine whether to implement, and to implement, a recall, field alert, withdrawal or other corrective action related to the Product. Dova shall bear the cost and expense of any such recall, field alert, withdrawal or other corrective action. Each Party shall promptly (but in any case, not later than [***]) notify the other Party in writing of any order, request or directive of a court or other Governmental Authority to recall or withdraw the Product.\n\n5.7 Certain Reporting Responsibilities. Notwithstanding the foregoing provisions of this ARTICLE 5, each Party shall be responsible for its own federal, state and local government pricing reporting and payment transparency reporting in the Territory arising from its Product promotional activities and related expenditures pursuant to Applicable Law. It is the intention of the Parties that any payments or transfer of value by a Party as it relates to the Product shall constitute transfers of value by that Party and such Party shall be responsible for the reporting described in the immediately preceding sentence. However, if a Party is deemed to have provided any payments or transfers of value to a Third Party on behalf of the other Party as it relates to the Product, then such Party shall provide to the other Party, in a format reasonably acceptable to such other Party, the data and other information on a timely basis (i.e., in the case of manual reporting of such data and other information, within [***] following the end of each Calendar Quarter, and, in the case of automated reporting of such data and other information, on a periodic basis during each Calendar Quarter as reasonably requested by such other Party) for such other Party's reporting under the Physician Payments Sunshine Act and other Applicable Laws.\n\n5.8 Booking of Sales Revenues. Dova shall retain ownership of the rights to the Product and record on its books all revenues from sales of the Product. Dova shall be exclusively responsible for accepting and filling purchase orders, billing, and returns with respect to the Product. If Valeant receives an order for the Product, it shall promptly transmit such order to Dova (or its designee) for acceptance or rejection. Dova shall have sole responsibility for shipping, distribution and warehousing of Product, and for the invoicing and billing of purchasers of the Product and for the collection of receivables resulting from the sales of the Product in the Territory.\n\n5.9 Returns. Valeant is not authorized to accept any Product returns. Valeant shall advise any customer who attempts to return any Product to Valeant (or its Affiliates) that such Product must be shipped by the customer to the facility designated by Dova from time to time (and in accordance with other instructions provided by Dova). Dova shall provide to Valeant written instructions as to how Valeant should handle any Product that is actually physically returned to Valeant. Valeant shall take no other actions with respect to such return without the prior written consent of Dova.\n\n5.10 Manufacturing; Distribution; Marketing. Dova shall have the sole authority, at its cost, to manufacture, package, label, warehouse, sell and distribute the Product in the Territory. Dova shall use commercially reasonable efforts to cause sufficient quantities of the Product to be available in inventory to promptly fill orders throughout the Territory and otherwise meet the forecasted demand for the Product in the Territory. If, despite such efforts, there is insufficient supply of Product to meet demand, then Dova shall use commercially reasonable efforts to promptly address such insufficiency. Dova shall contractually require (and shall use commercially reasonable efforts to enforce such contractual provisions) that all Product is manufactured, shipped, sold and distributed in accordance with all Product specifications and all Applicable Law and that its contract manufacturers and/or suppliers of Product operate their facilities in accordance with Applicable Law. Dova shall ensure that all Product Labeling complies with the applicable Regulatory Approval for the Product and Applicable Law. Other than as set forth in this Agreement, Dova shall be responsible for all marketing of the Product in the Territory, provided that Dova shall continue to invest in marketing that is targeted towards the Specialty.\n\nARTICLE 6  FINANCIAL PROVISIONS\n\n6.1 Promotion Fee.\n\n6.1.1 Calculation of Promotion Fee. 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:\n\n(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;\n\n(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\n\n(c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\n6.1.2 Adjustment of Promotion Fee. The percentages set forth in Section 6.1.1 [***] shall each be referred to as an \"Applicable Percentage\".\n\n(a) If the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for such Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].\n\n(b) If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].\n\n(c) In the event that subsections (a) above and (b) above are both applicable in an applicable Calendar Quarter, then the Applicable Percentage shall be reduced to a new percentage equal to the lower of the percentages calculated under subsections (a) and (b).\n\n6.2 Milestone Payment. In addition to the promotion fee above and as additional consideration for the performance of such Valeant Activities, Dova shall pay to Valeant a milestone payment in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) when aggregate Net Sales in a Calendar Year first reach [***], payable within [***] after the end of the Calendar Quarter in which such Net Sales are reached. For clarity, such payment shall be made only once during the Term.\n\n6.3 Reports; Payments.\n\n6.3.1 Quarterly Reports and Payments. Within [***] after the end of each Calendar Quarter during the Term, Dova shall provide to Valeant a written report setting forth in reasonable detail the calculation of the Net Sales for such Calendar Quarter and the promotion fee payable in respect of such Net Sales in accordance with Section 6.1, including (i) the number of units of the Product shipped from Specialty Pharmacies to patients in the Territory during such Calendar Quarter, together with an itemized list of such units by Target Professional writing the applicable prescription, (ii) the number of units of the Product shipped from Specialty Pharmacies to patients in the Territory based on prescriptions written by the Specialty only during such Calendar Quarter, together with an itemized list of such units by Target Professional in the Specialty writing the applicable prescription (iii) the number of units per shipment of Products (and the number of such shipments) sold by Dova (or its Affiliates or Intermediaries) to the Non-Retail Institutions during such Calendar Quarter, including details respecting which shipments are based on initial orders from such Non-Retail Institutions and which Non-Retail Institutions ordered the Product, (iv) the number of units of the Product shipped from Retail Pharmacies to patients in the Territory during such Calendar Quarter, together with an itemized list of such units by Target Professional writing the applicable prescription, (v) the number of units shipped from Retail Pharmacies to patients based on prescriptions written by the Specialty in the Territory during such Calendar Quarter, together with an itemized list of such units by Target Professional in the Specialty writing the applicable prescription, (vi) the applicable Specialty Fraction for such Calendar Quarter, (vii) the WAC applicable to each dispensable unit, (ix) the Gross to Net Fraction for the applicable period, together with the details respecting the calculation thereof (including details regarding each of the categories of the deductions to gross sales for such Calendar Quarter). Within sixty (60) days after the end of each Calendar Quarter during the Term, Dova shall pay to Valeant the undisputed portion of the promotion fee payable in respect of such Net Sales in accordance with Section 6.1. If this Agreement terminates or expires during a Calendar Quarter, the promotion fee payable to Valeant under Section 6.1 will be calculated only on the Net Sales that occurred during such Calendar Quarter prior to the effective date of such termination or expiration.\n\n6.3.2 Monthly Reports. Within fifteen (15) days of the end of each month within each Calendar Quarter, Dova shall provide to Valeant a written report setting forth Dova's good faith estimate of the Net Sales and the estimated promotion fee payable in respect of such Net Sales for each of such calendar month and the Calendar Quarter-to-date period, together with its good faith estimates of each of the items described in Section 6.3.1 above (assuming there will be no adjustments made to the promotion fee pursuant to Section 6.1.2). The Parties acknowledge and agree that the monthly reports will only set forth Dova's good faith estimates of the items contained therein and are being provided to Valeant for information purposes only and shall not be determinative of the any amounts due hereunder.\n\n6.3.3 Disputes. Promptly upon receipt of the quarterly or monthly reports described in this Section 6.3, Valeant shall review such reports and, in the event that Valeant disputes any of the items described in such report, Valeant shall promptly notify Dova of any such disputes. The Parties shall meet promptly thereafter to attempt to resolve such disputes.\n\n6.3.4 Data for Net Sales. During the Term, in the event Dova (or its Affiliates) enters into agreements with any specialty pharmacies (other than Non-Retail Institutions) in order to sell and/or ship units of the Product directly to such specialty pharmacies, Dova shall use commercially reasonable efforts to include in the agreements provisions relating to the supply of data by such specialty pharmacies to Dova that can be used to support the calculation of Net Sales or shall use commercially reasonable efforts to enter into separate data agreements with such specialty pharmacies that provide for the supply of data by such specialty pharmacies to Dova that can be used to support the calculation of Net Sales.\n\n6.3.5 Manner of Payment. All payments under this Agreement shall be made in US Dollars by wire transfer or\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nACH to a bank account designated in writing by Valeant or Dova, as applicable, which shall be designated at least five (5) Business Days before such payment is due.\n\n6.3.6 Late Payments. If Valeant does not receive payment of any sum due to it on or before the due date, simple interest shall thereafter accrue on the sum due to Valeant from the due date until the date of payment at the Prime Rate plus [***] or the maximum rate allowable by Applicable Law, whichever is less; provided, however, if it is discovered that any payment is past due as of the result of any audit conduct by Valeant pursuant to Section 7.2, such interest shall not accrue until [***] after the completion of such audit and not at the time the payment was originally due. Notwithstanding the foregoing, if the reason for any late payment is resulting from or arising out of any act or omission on the part of Valeant, including but not limited to any delay providing the requisite reports in Section 4.2.2, or the payment instructions pursuant to Section 6.3.4, such interest shall not accrue.\n\n6.4 Taxes. To the extent Dova is required to deduct and withhold taxes from any payment to Valeant, Dova shall pay the amounts of such taxes to the proper Governmental Authority in a timely manner and promptly transmit to Valeant an official tax receipt or other evidence of timely payment sufficient to enable Valeant to claim the payment of such taxes as a deduction or tax credit. Valeant may provide to Dova any tax forms that may be reasonably necessary in order for Dova to not withhold tax and Dova shall dispense with withholding, as applicable. Dova shall provide Valeant with reasonable assistance to enable the recovery, as permitted by Applicable Laws, of withholding taxes.\n\n6.5 Determination of Specialty.\n\n6.5.1 No later than [***] (or in the case of the first full Calendar Quarter following the Effective Date, promptly following the Effective Date), Dova shall provide Valeant with a list of Target Professionals in the Territory, together with their primary and secondary specialty designation, as generated by Dova's Third Party Data Source. Promptly following receipt by Valeant of such list, but no later than [***] after receipt of the list of Target Professionals, Valeant may present to Dova a list of Target Professionals that, acting in good faith, it reasonably believes have a primary specialty designation of or otherwise currently practice in the specialty of Gastroenterology, Colorectal Surgery or Proctology. For greater certainty, this list may include, but not be limited to, Target Professionals with a primary specialty designation of Gastroenterology, Colorectal Surgery or Proctology and a secondary specialty designation of Hepatology, for which Valeant wishes to confirm the primary specialty.\n\n6.5.2 Promptly following receipt by Dova of such list from Valeant, the Parties shall meet and discuss, acting reasonably and in good faith, such list and their appropriate primary specialty. If the parties agree that the Target Professional included on such list has (or should have) a primary specialty designation of or otherwise currently practices in the specialty of Gastroenterology, Colorectal Surgery or Proctology, then Dova will submit an inquiry to Dova's Third Party Data Source for each such Target Professional, requesting that Dova's Third Party Data Source conduct an investigation to determine the primary specialty designation of each such Target Professional. In addition, if the Parties do not agree, but Valeant, acting reasonably and in good faith, still believes that the Target Professional has (or should have) a primary specialty designation of or otherwise currently practices in the specialty of Gastroenterology, Colorectal Surgery or Proctology, then Dova will submit an inquiry to Dova's Third Party Data Source for each such Target Professional, requesting that Dova's Third Party Data Source conduct an investigation to determine the primary specialty designation of each such Target Professional. The Parties shall equally share in the incremental costs to Dova of any such investigations by Dova's Third Party Data Source. For greater certainty, if, under Dova's agreement with Dova's Third Party Data Source, Dova is entitled to a certain number of investigations at no additional cost, and such investigations requested by Valeant causes Dova to incur additional costs that it would not have, but for such investigations requested by Valeant, then Valeant shall still be required to share in any costs of investigations (pursuant to Dova's Third Party Data Source's standard rates) that would otherwise be a no-cost investigations. In the event that Dova incurs costs for which Valeant is responsible under this Section 6.5, Dova may deduct such amounts from the payments due under Section 6.3 and shall include a description thereof in the applicable report under Section 6.3.\n\n6.5.3 In the event that Dova's Third Party Data Source agrees to conduct such investigation, and then based on the results of such investigation, Dova's Third Party Data Source changes the primary designation of the Target Professional to Gastroenterology, Colorectal Surgery or Proctology or, in the case of those Target Professionals with a primary specialty designation of Gastroenterology, Colorectal Surgery or Proctology and a secondary specialty designation of Hepatology, confirms that the primary specialty designation should remain Gastroenterology, Colorectal Surgery or Proctology, then, commencing with the Calendar Quarter in which such investigations were conducted, such Target Professionals shall be deemed to be in the Specialty (regardless of whether their secondary specialty designation remains or becomes Hepatology). In the event that, following such investigation, Dova's Third Party Data source does not change the primary specialty designation to Gastroenterology, Colorectal Surgery or Proctology or, in the case of those Target Professionals with a primary specialty designation of Gastroenterology, Colorectal Surgery or Proctology and a secondary specialty designation of Hepatology, changes the primary specialty designation to a specialty other than Gastroenterology, Colorectal Surgery or Proctology, then those Target Professionals shall be deemed not to be in the Specialty. For those Target Professionals that were not the subject of an inquiry to or an investigation by Dova's Third Party Data Source, then the specialty designations set out in the original list generated by Dova's Third Party Data Source shall apply for such Calendar Quarter, namely those Target Professionals that have either a\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nprimary or a secondary specialty designation of Gastroenterology, Colorectal Surgery or Proctology and that do not have either a primary or a secondary specialty designation of Hepatology shall be deemed to be in the Specialty.\n\n6.5.4 The process described in this Section 6.5 shall be repeated for each Calendar Quarter of the Term; provided, however, that, pursuant to the process described above, if Dova's Third Party Data Source has confirmed that a Target Professional's primary specialty designation should be or should remain Gastroenterology, Colorectal Surgery or Proctology, it is not necessary for Valeant to seek this confirmation in subsequent Calendar Quarters; provided, further, that, if Dova's Third Party Data Source is subsequently updated (by Dova or any Third Party) to change the specialty designation (primary or secondary) of a Target Professional, pursuant to a request by Dova or a Third Party, then the process described in this Section 6.5 shall be repeated with respect to such Target Professional.\n\nARTICLE 7  AUDIT RIGHTS\n\n7.1 Recordkeeping. Each Party shall maintain complete and accurate books and records in sufficient detail, in accordance with GAAP (to the extent applicable and in accordance with the Agreement) and all Applicable Law, to enable verification of the performance of such Party's obligations under this Agreement and any payments due to a Party under this Agreement. Unless otherwise specified herein, the books and records for a given Calendar Year of the Term shall be maintained for a period of [***] after the end of such Calendar Year or longer if required by Applicable Law.\n\n7.2 Valeant 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. Dova shall reasonably cooperate in any such inspection or audit conducted by Valeant. Any undisputed adjustments required as a result of overpayments or underpayments identified through the exercise of audit rights shall be made by payment to the Party owed such adjustment within [***] after identification of such adjustment. Valeant shall bear the out-of-pocket costs and expenses incurred by the Parties in connection with any such inspection or audit, unless the audit shows an undisputed under-reporting or underpayment for that audited period in excess of [***] of the amounts properly determined, in which case, Dova shall reimburse Valeant for its audit fees and reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be due and payable within [***] of receiving appropriate invoices and other support for such audit-related costs.\n\n7.3 Dova Rights. Dova shall have the right, at its own expense, during normal business hours and upon reasonable prior notice, through a certified public accounting firm or other auditor selected by Dova and reasonably acceptable to Valeant and upon execution of a confidentiality agreement reasonably satisfactory to Valeant in form and substance, to inspect and audit the applicable records and books maintained by Valeant relating to the Valeant Activities for purposes of verifying Valeant's compliance with the terms of this Agreement, provided 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 Dova shall have the right to conduct additional \"for cause\" audits to the extent necessary to address significant compliance problems relating to Valeant's obligations hereunder or in response to any inquiry, inspection, investigation or other requirements of a Government Authority in the Territory relating to the Valeant Activities. For purposes of clarity, any such inspection or audit described in this Section 7.3 shall be limited to only those books and records of Valeant that are applicable to Valeant's performance of its obligations under this Agreement. Where necessary, on reasonable request, Dova's audit rights shall include interviewing Sales Representatives and other employees of Valeant. Valeant shall reasonably cooperate in any such inspection or audit conducted by Dova. Any undisputed adjustments required as a result of overreporting the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter or the Quarterly Average Sales Force Size identified through the exercise of audit rights shall be made by payment by Valeant to Dova within [***] after identification of such adjustment. Dova shall bear the out-of-pocket costs and expenses incurred by the Parties in connection with any such inspection or audit, unless the audit shows an undisputed over- payment for that audited period in excess of [***] of the amounts properly determined, in which case, Valeant shall reimburse Dova for its audit fees and reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be due and payable within [***] of receiving appropriate invoices and other support for such audit-related costs.\n\nARTICLE 8  INTELLECTUAL PROPERTY\n\n8.1 Ownership of Intellectual Property.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\n8.1.1 Valeant Property. Dova acknowledges that Valeant owns or is licensed to use certain Know-How relating to the proprietary sales and marketing information, methods and plans that has been independently developed or licensed by Valeant (such Know-How, the \"Valeant Property\"). The Parties agree that any improvement, enhancement or modification made, discovered, conceived, or reduced to practice by Valeant to any Valeant Property in performing its activities pursuant to this Agreement which is not primarily related to the Product, or which is not otherwise derived from the Confidential Information of Dova, shall be deemed Valeant Property. [***], 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.\n\n8.1.2 Dova Property. Subject to the terms of Section 8.1.1, Dova shall have and retain sole and exclusive right, title and interest in and to all inventions, developments, discoveries, writings, trade secrets, Know-How, methods, practices, procedures, designs, improvements and other technology, whether or not patentable or copyrightable, and any patent applications, patents, or copyrights based thereon (collectively, \"Intellectual Property\") relating to the Product that are (i) owned or controlled by Dova as of the Effective Date, (ii) made, discovered, conceived, reduced to practice or generated by Dova (or its employees or representatives) during the Term, or (iii) made, discovered, conceived, reduced to practice or generated by Valeant (or its employees or representatives) in performing its activities pursuant to this Agreement to the extent primarily related to the Product or which is otherwise derived from the Confidential Information of Dova (\"Inventions\"). Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention. For clarity, any and all Inventions and any information contained therein or related thereto shall constitute Confidential Information of Dova.\n\n8.2 Title to Trademarks and Copyrights. 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.\n\n8.3 Protection of Trademarks and Copyrights. As between the Parties, Dova shall have the sole right (but not the obligation), as determined by Dova in its sole discretion, to (i) maintain the Dova Trademarks and Copyrights and/or (ii) protect, enforce and defend the Dova Trademarks and Copyrights. Valeant shall give notice to Dova of any infringement of, or challenge to, the validity or enforceability of the Dova Trademarks and Copyrights promptly after learning of such infringement or challenge. If Dova institutes an action against Third Party infringers or takes action to defend the Dova Trademarks and Copyrights, Valeant shall reasonably cooperate with Dova, at Dova's cost and expense. Any recovery obtained by Dova as a result of such proceeding or other actions, whether obtained by settlement or otherwise, shall be retained by Dova. Valeant shall not have any right to institute any action to defend or enforce the Dova Trademarks and Copyrights.\n\n8.4 Disclosure of Know-How. For clarity, the Parties hereby agree and acknowledge that to the extent that either Party hereto has disclosed, or in the future discloses, to the other Party any Know-How or other intellectual property of such Party or its Affiliates pursuant to this Agreement, the other Party shall not acquire any ownership rights in such Know-How or other intellectual property by virtue of this Agreement or otherwise, and as between the Parties, all ownership rights therein shall remain with the disclosing Party (or its Affiliate).\n\nARTICLE 9  CONFIDENTIALITY\n\n9.1 Confidential Information.\n\n9.1.1 Confidentiality and Non-Use. Each Party agrees that, during the Term and for a period of [***] thereafter, it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement (which includes the exercise of its rights or performance of any obligations hereunder) any Confidential Information furnished to it by or on behalf of the other Party pursuant to this Agreement, except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties. Without limiting the foregoing, each Party will use at least the same standard of care as it uses to protect its own Confidential Information to ensure that its employees, agents, consultants and contractors do not disclose or make any unauthorized use of such Confidential Information. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the other's Confidential Information. Any and all information and materials disclosed by a Party pursuant to the Confidentiality Agreement between the Parties dated [***] (the \"Confidentiality Agreement\") shall be deemed Confidential Information disclosed pursuant to this Agreement. The foregoing confidentiality and non-use obligations shall not apply to any portion of the other Party's Confidential Information that the receiving Party can demonstrate by competent tangible evidence:\n\n(a) was already known to the receiving Party or its Affiliate, other than under an obligation of confidentiality, at the time of disclosure by the other Party;\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\n(b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party;\n\n(c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party or its Affiliates in breach of this Agreement;\n\n(d) was disclosed to the receiving Party or its Affiliate by a Third Party who has a legal right to make such disclosure and who did not obtain such information directly or indirectly from the other Party (or its Affiliate); or\n\n(e) was independently discovered or developed by the receiving Party or its Affiliate without access to or aid, application, use of the other Party's Confidential Information, as evidenced by a contemporaneous writing.\n\n9.1.2 Authorized Disclosure. Notwithstanding the obligations set forth in Section 9.1.1, a Party may disclose the other Party's Confidential Information and the terms of this Agreement to the extent:\n\n(a) such disclosure is reasonably necessary (x) to comply with the requirements of Governmental Authorities; or (y) for the prosecuting or defending litigation as contemplated by this Agreement;\n\n(b) such disclosure is reasonably necessary to its Affiliates, employees, agents, consultants and contractors on a need-to-know basis for the sole purpose of performing its obligations or exercising its rights under this Agreement; provided that in each case, the disclosees are bound by obligations of confidentiality and non-use consistent with those contained in this Agreement and the disclosing Party shall be liable for any failures of such disclosees to abide by such obligations of confidentiality and non-use; or\n\n(c) such disclosure is reasonably necessary to comply with Applicable Laws, including regulations promulgated by applicable securities exchanges, court order, administrative subpoena or order.\n\nNotwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party's Confidential Information pursuant to Section 9.1.2(a) or 9.1.2(c), such Party shall, if permitted, promptly notify the other Party of such required disclosure and shall use reasonable efforts to assist the other Party (at the other Party's cost) in obtaining, a protective order preventing or limiting the required disclosure.\n\n9.2 Public Announcements. The press release announcing the execution of this Agreement shall be issued in the form attached hereto as Exhibit A. No public announcement or statements (including presentations to investor meetings and customer updates) concerning the existence of or terms of this Agreement or incorporating the marks of the other Party or their respective Affiliates shall be made, either directly or indirectly, by either Party or a Party's Affiliates, without first obtaining the written approval of the other Party and agreement upon the nature, text and timing of such announcement or disclosure. Either Party shall have the right to make any such public announcement or other disclosure required by Applicable Law after such Party has provided to the other Party a copy of such announcement or disclosure and an opportunity to comment thereon and the disclosing Party shall reasonably consider the other Party's comments. Each Party agrees that it shall cooperate fully with the other with respect to all disclosures regarding this Agreement to the Securities Exchange Commission and any other Governmental Authorities, including requests for confidential treatment of proprietary information of either Party included in any such disclosure. Once any written statement is approved for disclosure by the Parties or information is otherwise made public in accordance with this Section 9.2, either Party may make a subsequent public disclosure of the same contents of such statement in the same context as such statement without further approval of the other Party. Notwithstanding anything to the contrary contained herein, in no event shall either Party disclose any financial information of the other without the prior written consent of such other Party, unless such financial information already has been publicly disclosed by the Party owning the financial information or otherwise has been made part of the public domain by no breach of a Party of its obligations under this ARTICLE 9.\n\n8\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nARTICLE 10  REPRESENTATIONS AND WARRANTIES; ADDITIONAL COVENANTS\n\n10.1 Representations and Warranties of Dova. Dova represents and warrants to Valeant as of the Effective Date that:\n\n10.1.1 it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation;\n\n10.1.2 the execution, delivery and performance of this Agreement by it has been duly authorized by all requisite corporate action;\n\n10.1.3 it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder;\n\n10.1.4 this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance and general principles of equity (whether enforceability is considered a proceeding at law or equity);\n\n10.1.5 the execution, delivery and performance of this Agreement by Dova does not require the consent of any Person (including under the Third Party Agreements) or the authorization of (by notice or otherwise) any Governmental Authority including the FDA;\n\n10.1.6 there is no action, suit or proceeding pending or, to the knowledge of Dova, threatened, against Dova or any of its Affiliates, or to the knowledge of Dova, any Third Party acting on their behalf, which would be reasonably expected to impair, restrict or prohibit the ability of Dova or Valeant to perform its obligations and enjoy the benefits of this Agreement;\n\n10.1.7 it is in compliance in all material respects with all Applicable Laws applicable to the subject matter of this Agreement, including its donations to, and interactions with, any 501(c)(3) charitable foundation that provides co-pay assistance to government-insured patients with respect to the Product have been in compliance with all Applicable Laws;\n\n10.1.8 it has the right to market and sell the Product in the Territory as contemplated herein and has all licenses, authorizations, permissions, consents or approvals from any applicable Governmental Authority including the FDA necessary to make, use, sell and offer to sell the Product in the Territory and all such licenses, authorizations, permissions, consents or approvals are in good standing;\n\n10.1.9 it has the exclusive right to promote the Product in the Territory to the Target Professionals in the Specialty and the rights granted by it to Valeant hereunder do not conflict with any rights granted by Dova to any Third Party;\n\n10.1.10 to the knowledge of Dova, all manufacturing, stability testing, labeling, packaging, storing, shipping and distribution operations conducted by or on behalf of Dova relating to the commercial supply of the Product have been conducted in compliance with Applicable Law and it has no knowledge of any information indicating that Dova would be unable to manufacture and supply (or have manufactured and supplied) the Product in sufficient quantities to meet the reasonable demands in the Territory;\n\n10.1.11 it has no knowledge of any information relating to the safety or efficacy of the Product or any communications with any Governmental Authority, which would reasonably be expected to materially impair, restrict, prohibit or affect Dova's ability to perform its obligations and enjoy the benefits of this Agreement;\n\n10.1.12 it is not a party to any agreement or arrangement with any Third Party or under any obligation or restriction agreement (including any outstanding order, judgment or decree of any court or administrative agency) which in any way limits or conflicts with its ability to execute and deliver this Agreement and to fulfill any of its obligations under this Agreement;\n\n10.1.13 each of the Third Party Agreements constitutes a valid and binding obligation of Dova or its Affiliate, as applicable, and is enforceable against Dova or its Affiliate, as applicable, and, to the knowledge of Dova, each of the Third Party Agreements constitutes a valid and binding obligation of the counterparty thereto and is enforceable against such counterparty, except in each case as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law). Dova or its Affiliate, as applicable, and to the knowledge of Dova, the applicable counterparty thereto, are not in material breach of or default under either of the Third Party Agreements. The\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\ncounterparty to each of the Third Party Agreements has not exercised or, to the knowledge of Dova, threatened in writing to exercise any termination right with respect to the applicable Third Party Agreement.\n\n10.1.14 neither Dova nor any of its personnel (i) have been debarred under the 21 U.S.C. \u00a7 335a, (ii) are excluded, debarred, suspended, or otherwise ineligible to participate in the Federal health care programs or in Federal procurement or nonprocurement programs, (iii) are convicted of a criminal offense that falls within the ambit of the Federal statute providing for mandatory exclusion from participation in Federal health care programs but has not yet been excluded, debarred, suspended, or otherwise declared ineligible to participate in those programs, (iv) are listed on the HHS/OIG List of Excluded Individuals/Entities (available through the Internet at http://oig.hhs.gov) or (v) are listed on the General Services Administration's List of Parties Excluded from Federal Programs (available through the Internet at hhtp://epls.arnet.gov). If, during the Term, Dova or any of its personnel becomes or is the subject of a proceeding that could lead to, as applicable, (i) debarment under 21 U.S.C. \u00a7 335a, (ii) exclusion, debarment, suspension or ineligibility to participate in the Federal health care programs or in Federal procurement or nonprocurement programs, (iii) convicted (or conviction) of a criminal offense that falls within the ambit of the Federal statute providing for mandatory exclusion from participation in Federal healthcare programs, (iv) listed (or listing) on the HHS/OIG List of Excluded Individuals/Entities (available through the Internet at http://oig.hhs.gov) or (v) listed (or listing) on the General Services Administration's List of Parties Excluded from Federal Programs (available through the Internet at hhtp://epls.arnet.gov), Dova shall immediately notify Valeant, and Valeant shall have the option to prohibit such Person from performing work relating to this Agreement or the Product; and\n\n10.1.15 any patient assistance program used in connection with the Product used in connection with the Product have each been operated in accordance with Applicable Law.\n\n10.2 Representations and Warranties of Valeant. Valeant represents and warrants to Dova as of the Effective Date that:\n\n10.2.1 it is a limited liability company duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation;\n\n10.2.2 the execution, delivery and performance of this Agreement by it has been duly authorized by all requisite corporate action;\n\n10.2.3 it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder;\n\n10.2.4 this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance and general principles of equity (whether enforceability is considered a proceeding at law or equity);\n\n10.2.5 the execution, delivery and performance of this Agreement by Valeant does not require the consent of any Person or the authorization of (by notice or otherwise) any Governmental Authority or the FDA;\n\n10.2.6 there is no action, suit or proceeding pending or, to the knowledge of Valeant, threatened, against Valeant or any of its Affiliates, or to the knowledge of Valeant, any Third Party acting on their behalf, which would be reasonably expected to impair, restrict or prohibit the ability of Dova or Valeant to perform its obligations and enjoy the benefits of this Agreement;\n\n10.2.7 it is in compliance in all material respects with all Applicable Laws applicable to the subject matter of this Agreement;\n\n10.2.8 it has the right to market and sell the Designated Product in the Territory as contemplated herein and has all licenses, authorizations, permissions, consents or approvals from any applicable Governmental Authority including the FDA necessary to make, use, sell and offer to sell the Product in the Territory and all such licenses, authorizations, permissions, consents or approvals are in good standing;\n\n10.2.9 it is not a party to any agreement or arrangement with any Third Party or under any obligation or restriction agreement (including any outstanding order, judgment or decree of any court or administrative agency) which in any way limits or conflicts with its ability to execute and deliver this Agreement and to fulfill any of its obligations under this Agreement;\n\n10.2.10 it has no knowledge of any information relating to any communications with any Governmental Authority, which would reasonably be expected to materially impair, restrict, prohibit or affect Valeant's ability to perform its obligations and enjoy the benefits of this Agreement;\n\n10.2.11 neither Valeant nor any of its personnel (i) have been debarred under the 21 U.S.C. \u00a7 335a, (ii) are\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nexcluded, debarred, suspended, or otherwise ineligible to participate in the Federal health care programs or in Federal procurement or nonprocurement programs, (iii) are convicted of a criminal offense that falls within the ambit of the Federal statute providing for mandatory exclusion from participation in Federal health care programs but has not yet been excluded, debarred, suspended, or otherwise declared ineligible to participate in those programs, (iv) are listed on the HHS/OIG List of Excluded Individuals/Entities (available through the Internet at http://oig.hhs.gov) or (v) are listed on the General Services Administration's List of Parties Excluded from Federal Programs (available through the Internet at hhtp://epls.arnet.gov). If, during the Term, Valeant or any of its personnel become or are the subject of a proceeding that could lead to, as applicable, (i) debarment under 21 U.S.C. \u00a7 335a, (ii) exclusion, debarment, suspension or ineligibility to participate in the Federal health care programs or in Federal procurement or nonprocurement programs, (iii) convicted (or conviction) of a criminal offense that falls within the ambit of the Federal statute providing for mandatory exclusion from participation in Federal healthcare programs, (iv) listed (or listing) on the HHS/OIG List of Excluded Individuals/Entities (available through the Internet at http://oig.hhs.gov) or (v) listed (or listing) on the General Services Administration's List of Parties Excluded from Federal Programs (available through the Internet at hhtp://epls.arnet.gov), Valeant shall immediately notify Dova, and Dova shall have the option to prohibit such Person from performing work under this Agreement; and\n\n10.2.12 all Field Force Personnel that are engaged in Detailing are, and will be, licensed to the extent required and in accordance with all Applicable Laws.\n\n10.3 Disclaimer of Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, DOVA (AND ITS AFFILIATES) AND VALEANT (AND ITS AFFILIATES) MAKE NO REPRESENTATIONS AND NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND DOVA (AND ITS AFFILIATES) AND VALEANT (AND ITS AFFILIATES) EACH SPECIFICALLY DISCLAIM ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS, STATUTORY OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY INTELLECTUAL PROPERTY OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.\n\n10.4 Additional Covenants.\n\n10.4.1 Initial Orders to Non-Retail Institutions. For initial orders of Product from Dova (or its Affiliates or its Intermediaries) to the Non-Retail Institutions, Dova shall not engage in any \"channel stuffing\" or any similar program, activity or other action (including any rebate, discount, chargeback or refund policy or practice) that in each case is intended by Dova to result in purchases by the Non-Retail Institutions that are materially in excess of purchases in the ordinary course of business or that is intended to materially adversely impact Valeant's promotion fee pursuant to this Agreement; provided, however, this Section10.4.1 shall not be applicable to any activity or action taken by Dova which applies to all or substantially all customers for the Product, or any activity or action taken by Dova in good faith and consistent with customary sales and marketing practices in the pharmaceutical industry.\n\n10.4.2 Third Party Agreements. Dova shall remain solely responsible for the payment of royalty, milestone and other payment obligations, if any, due to Third Parties on (or in connection with) the sale of Product in the Territory, including under the Third Party Agreements.\n\nARTICLE 11  INDEMNIFICATION; LIMITATIONS ON LIABILITY\n\n11.1 Indemnification by Dova. Dova shall defend, indemnify and hold harmless Valeant and its Affiliates and its and their respective officers, directors, employees, agents, representatives, successors and assigns from and against all Claims, and all associated Losses, to the extent incurred or suffered by any of them to the extent resulting from or arising out of (a) any misrepresentation or breach of any representations, warranties, agreements or covenants of Dova under this Agreement, (b) the negligence, willful misconduct or violation of Applicable Laws by Dova (or any of its Affiliates or its or their respective officers, directors, employees, agents or representatives), (c) the infringement of the intellectual property rights of any Third Party in connection with the Product, including from the use of the Dova Trademarks and Copyrights on Product Labeling or Product Materials in accordance with this Agreement, (d) death or personal injury to any person related to use of the Product, or (e) the failure to comply with Applicable Laws by the Specialty Pharmacies, applicable reimbursement hub or any 501(c)(3) charitable foundation used in connection with the Product; except in each case to the extent any such Claims, and all associated Losses, are caused by an item for which Valeant is obligated to indemnify Dova pursuant to Section 11.2.\n\n11.2 Indemnification by Valeant. Valeant shall defend, indemnify and hold harmless Dova and its Affiliates and its and their respective officers, directors, employees, agents, representatives, successors and assigns from and against all Claims and all associated Losses, to the extent incurred or suffered by any of them to the extent resulting from or arising out of (a) any misrepresentation or breach of any representations, warranties, agreements or covenants of Valeant under this Agreement, or (b) the negligence, willful misconduct, or violation of Applicable Laws by Valeant (or any of its Affiliates or its and their respective\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nofficers, directors, employees, agents or representatives); except in each case to the extent any such Claims, and all associated Losses, are caused by an item for which Dova is obligated to indemnify Valeant pursuant to Section 11.1.\n\n11.3 Indemnification Procedures. The Party seeking indemnification under Section 11.1 or 11.2, as applicable (the \"Indemnified Party\") shall give prompt notice to the Party against whom indemnity is sought (the \"Indemnifying Party\") of the assertion or commencement of any Claim in respect of which indemnity may be sought under Section 11.1 or 11.2, as applicable, and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to give such notice will relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall assume and control the defense and settlement of any such action, suit or proceeding at its own expense. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in such defense, at the Indemnifying Party's expense. The Indemnified Party will be entitled at its own expense to participate in such defense and to employ separate counsel for such purpose. For so long as the Indemnifying Party is diligently defending any proceeding pursuant to this Section 11.3, the Indemnifying Party will not be liable under Section 11.1 or 11.2, as applicable, for any settlement effected without its consent. No Party shall enter into any compromise or settlement which commits the other Party to take, or to forbear to take, any action without the other Party's prior written consent (and unless such compromise or settlement includes no payments by the Indemnified Party, an unconditional release of, and no admission of liability by, the Indemnified Party from all liability in respect of such Claim).\n\n11.4 Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN (OTHER THAN AS SET FORTH IN THE SECOND SENTENCE OF THIS SECTION 11.4), IN NO EVENT SHALL DOVA (OR ITS AFFILIATES) OR VALEANT (OR ITS AFFILIATES) BE LIABLE TO THE OTHER OR ANY OF THE OTHER PARTY'S AFFILIATES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS) SUFFERED OR INCURRED BY SUCH OTHER PARTY OR ITS AFFILIATES THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR IN CONNECTION WITH A BREACH OR ALLEGED BREACH OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. 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.\n\n11.5 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. Each Party shall provide reasonable written proof of the existence of such insurance to the other Party upon request. Dova does not and will not maintain or procure any worker's compensation, healthcare, or other insurance for or on behalf of any Field Force Personnel, all of which shall be Valeant's sole responsibility. For clarity, the insurance requirements of this Section 11.5 shall not be construed to create a limit of either Party's liability with respect to its indemnification obligations under this ARTICLE 11.\n\nARTICLE 12  TERM AND TERMINATION\n\n12.1 Term. 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\").\n\n12.2 Early Termination for Cause. A Party shall have the right to terminate this Agreement before the end of the Term as follows:\n\n12.2.1 by a Party upon written notice to the other Party in the event of a material breach of this Agreement by such other Party where such breach is not cured (if able to be cured) within [***] following such other Party's receipt of written notice of such breach (and any such termination shall become effective at the end of such [***] period unless the breaching Party has cured such breach prior to the expiration of such [***] period);\n\n12.2.2 by Dova if the Quarterly Average Sales Force Size is less than [***] Sales Representatives for [***] consecutive Calendar Quarters, upon [***] written notice to Valeant, such notice to be delivered no less than [***] following the end of the last consecutive Calendar Quarter in which the Quarterly Average Sales Force Size is less than [***] Sales Representatives;\n\n12.2.3 by Dova if the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for [***] consecutive Calendar Quarters, upon [***] written notice to Valeant, such notice to be delivered no less than [***] following the end of the last consecutive Calendar Quarter in which the actual Details are less than the Quarterly Minimum Details;\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\n12.2.4 by either Party upon [***] written notice to the other Party following the withdrawal of the Product from the market by Dova (or the decision by Dova to withdraw the Product from the market) due to (i) any decision, judgment, ruling or other requirement of the FDA, or (ii) material safety concern;\n\n12.2.5 by Dova upon [***] written notice to Valeant upon the cessation of marketing by Valeant of the Designated Product (or the Alternate Product in accordance with Section 4.2.1(c), as the case may be);\n\n12.2.6 by Dova pursuant to Section 4.2.1(c); and\n\n12.2.7 by a Party immediately upon written notice to the other Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings with respect to such other Party, or upon an assignment of a substantial portion of the assets for the benefit of creditors by such other Party, or in the event a receiver or custodian is appointed for such other Party's business or a substantial portion of such other Party's business is subject to attachment or similar process; provided, however, in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the party consents to the involuntary bankruptcy or such proceeding is not dismissed within [***] after the filing thereof.\n\n12.3 Other Early Termination.\n\n12.3.1 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 [***]); [***].\n\n12.3.2 Either Party shall have the right to terminate this Agreement before the end of the Term upon [***] written notice to the other Party delivered within [***] after the conclusion of any Calendar Quarter, beginning with the Calendar Quarter commencing on [***], in which the Net Sales in such Calendar Quarter are less [***] (and any such termination shall become effective at the end of such [***] period); provided that Valeant shall not have the right to terminate this Agreement pursuant to this Section 12.3.2 with respect to any Calendar Quarter for which the Quarterly Average Sales Force Size is less than [***] Sales Representatives.\n\n12.4 Effects of Termination. Upon the expiration or effective date of termination of this Agreement, (i) all rights and obligations of both Parties hereunder shall immediately terminate, subject to any survival as set forth in Sections 12.5 and 12.6, (ii) Valeant, at Dova's direction, shall immediately return to Dova or destroy in accordance with all Applicable Laws all Product Materials, reports and other tangible items provided by or on behalf of Dova to Valeant or otherwise developed or obtained by Valeant pursuant to the terms of this Agreement (other than Valeant Property) (and at the request of Dova, Valeant shall certify destruction of such materials if Valeant does not to return such materials to Dova), (iii) Valeant shall immediately cease all Valeant Activities with respect to the Product, and (iv) each of Dova and Valeant shall, at the other Party's direction, either return to such other Party or destroy all Confidential Information of such other Party. Notwithstanding the foregoing, each Party may retain archival copies of any Confidential Information to the extent required by law, regulation or professional standards or copies of Confidential Information created pursuant to the automatic backing-up of electronic files where the delivery or destruction of such files would cause undue hardship to the receiving Party, so long as any such archival or electronic file back-up copies are accessible only to its legal or IT personnel, provided that such Confidential Information will continue to be subject to the terms of this Agreement.\n\n12.5 Tail Period. 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. Such payments shall be made within [***] following the end of each calendar quarter in the Tail Period. Sections 6.3, 6.4 and 6.5 shall apply, mutatis mutandis, to such Tail Period payments. For clarity, no tail payment shall be due following any expiration or termination of this Agreement except as set forth in this Section 12.5.\n\n12.6 Survival. Termination or expiration of this Agreement shall be without prejudice to any rights that shall have accrued to the benefit of any Party prior to such termination or expiration. Notwithstanding any expiration or termination of this Agreement, such expiration or termination shall not relieve any Party from obligations which are expressly or by implication intended to survive expiration or termination, including Sections 2.3, , 4.4.2, 5.7, 5.9, 6.3.6, 6.3.5, 11.1, 11.2, 11.3, 11.4, 12.4, 12.5 and 12.6, Articles 7, 8, 9 and 13 (to the extent applicable to implementation of the survival of the preceding Sections and Articles) and, solely as it relates to the last Calendar Quarter, Sections 6.1, 6.2 and 6.3, which shall survive and be in full force and effect.\n\nARTICLE 13  MISCELLANEOUS\n\n13.1 Force Majeure. Neither Party shall be held liable to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in performing any obligation under this Agreement to the extent such failure or delay is\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\ncaused by or results from causes beyond the reasonable control of the affected Party, potentially including, embargoes, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, fire, floods, or other acts of God, or acts, omissions or delays in acting by any Governmental Authority. The affected Party shall notify the other Party of such force majeure circumstances as soon as reasonably practicable, and shall promptly undertake all reasonable efforts necessary to cure such force majeure circumstances and re-commence its performance hereunder as soon as practicable.\n\n13.2 Assignment. 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. 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. Notwithstanding the foregoing, (a) either Party may, without the other Party's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate; and (b) Dova may assign this Agreement to a successor in interest in connection with the sale or other transfer of all or substantially all of Dova's assets or rights relating to the Product; provided that such assignee shall remain subject to all of the terms and conditions hereof in all respects and shall assume all obligations of Dova hereunder whether accruing before or after such assignment. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. Any attempted assignment not in accordance with this Section 13.2 shall be void. This Agreement shall be binding on, and inure to the benefit of, each Party, and its permitted successors and assigns.\n\n13.3 Severability. If any one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless the absence of the invalidated provision(s) adversely affects the substantive rights of the Parties. The Parties shall in such an instance use reasonable efforts to replace the invalid, illegal or unenforceable provision(s) with valid, legal and enforceable provision(s) which, insofar as practical, implement the purposes of this Agreement.\n\n13.4 Notices. All notices which are required or permitted hereunder shall be in writing and sufficient if delivered personally, sent by e-mail (and promptly confirmed by personal delivery, registered or certified mail or overnight courier), sent by nationally-recognized overnight courier, or sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:\n\nif to Dova, to: Dova Pharmaceuticals, Inc. 240 Leigh Farm Road, Suite 245 Durham, NC 27707 Attention: Chief Executive Officer Email: asapir@dova.com\n\nWith a copy to: Dova Pharmaceuticals, Inc. 240 Leigh Farm Road, Suite 245 Durham, NC 27707 Attention: General Counsel Email: mbanjak@dova.com\n\nif to Valeant, to: Valeant Pharmaceuticals North America LLC 400 Somerset Corporate Boulevard Bridgewater, NJ 08807 Attention: XXXXXXXXX Email: XXXXXXXX\n\nWith a copy to: XXXXXXXX Attention: XXXXXXXX Fax: XXXXXXXX Email: XXXXXXXX\n\nor to such other address(es) as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance herewith. Any such notice shall be deemed to have been given: (a) when delivered if personally delivered; (b) on the\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nBusiness Day after dispatch if sent by nationally-recognized overnight courier; or (c) on the fifth (5th) Business Day following the date of mailing, if sent by mail.\n\n13.5 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.\n\n13.6 Dispute Resolution.\n\n13.6.1 JSC; Escalation for Other Disputes. Except for disputes resolved by the procedures set forth in Section 3.4, if a dispute arises between the Parties in connection with or relating to this Agreement or any document or instrument delivered in connection herewith (a \"Dispute\"), then either Party shall have the right to refer such dispute to the Senior Officers who shall confer within [***] after such Dispute was first referred to them to attempt to resolve the Dispute by good faith negotiations. Any final decision mutually agreed to by the Senior Officers in writing shall be conclusive and binding on the Parties. If such Senior Officers do not agree on the resolution of an issue within [***] after such issue was first referred to them, either Party may, by written notice to the other Party, initiate arbitration for resolution of such Dispute pursuant to Section 13.6.2.\n\n13.6.2 Arbitration of Other Disputes. If a Dispute is not resolved by the Senior Officers pursuant to Section 13.6.1, such Dispute shall be submitted to and finally settled by [***] The Parties hereby submit to the exclusive jurisdiction of the federal and state courts located in [***] for the purposes of an order to compel arbitration, for preliminary relief in aid of arbitration and for a preliminary injunction to maintain the status quo or prevent irreparable harm prior to the appointment of the arbitrators and to the non-exclusive jurisdiction of such courts for the enforcement of any ward issued hereunder.\n\n13.7 Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES 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.\n\n13.8 Entire Agreement; Amendments. This Agreement, together with the Schedules and Exhibits hereto, contains the entire understanding of the Parties with respect to the subject matter hereof. Any other express or implied agreements and understandings, negotiations, writings and commitments, either oral or written, in respect to the subject matter hereof (including the Confidentiality Agreement, but solely with respect to information which is deemed Confidential Information hereunder) are superseded by the terms of this Agreement. The Exhibits to this Agreement are incorporated herein by reference and shall be deemed a part of this Agreement. This Agreement may be amended, or any term hereof modified, only by a written instrument duly executed by authorized representative(s) of both Parties hereto.\n\n13.9 Headings. The captions to the several Articles, Sections and subsections hereof are not a part of this Agreement, but are merely for convenience to assist in locating and reading the several Articles and Sections hereof.\n\n13.10 Independent Contractors. It is expressly agreed that Valeant and Dova shall be independent contractors and that the relationship between the two Parties shall not constitute a partnership, joint venture or agency. Neither Valeant nor Dova shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior written consent of the other Party.\n\n13.11 Third Party Beneficiaries. 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.\n\n13.12 Waiver. The waiver by either Party hereto of any right hereunder, or of any failure of the other Party to perform, or of any breach by the other Party, shall not be deemed a waiver of any other right hereunder or of any other breach by or failure of such other Party whether of a similar nature or otherwise.\n\n13.13 Cumulative Remedies. No remedy referred to in this Agreement is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to in this Agreement or otherwise available under law.\n\n13.14 Waiver of Rule of Construction. Each Party has had the opportunity to consult with counsel in connection with the review, drafting and negotiation of this Agreement. Accordingly, the rule of construction that any ambiguity in this Agreement shall be construed against the drafting Party shall not apply.\n\n13.15 Use of Names. Except as otherwise provided herein, neither Party shall have any right, express or implied, to use in any manner the name or other designation of the other Party or any other trade name, trademark or logo of the other Party for any purpose in connection with the performance of this Agreement.\n\n13.16 Further Actions and Documents. Each Party agrees to execute, acknowledge and deliver all such further\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\ninstruments, and to do all such further acts, as may be reasonably necessary or appropriate to carry out the intent and purposes of this Agreement.\n\n13.17 Certain Conventions. Any reference in this Agreement to an Article, Section, subsection, paragraph, clause, or Exhibit shall be deemed to be a reference to an Article, Section, subsection, paragraph, clause, or Exhibit, of or to, as the case may be, this Agreement, unless otherwise indicated. Unless the context of this Agreement otherwise requires, (a) words of any gender include each other gender, (b) words such as \"herein\", \"hereof\", and \"hereunder\" refer to this Agreement as a whole and not merely to the particular provision in which such words appear, (c) words using the singular shall include the plural, and vice versa, (d) whenever any provision of this Agreement uses the term \"including\" (or \"includes\"), such term shall be deemed to mean \"including without limitation\" (or \"includes without limitations\"), and (e) references to any Articles or Sections include Sections and subsections that are part of the references' Article or Section (e.g., a section numbered \"Section 2.2.1\" would be part of \"Section 2.2\", and references to \"ARTICLE 2\" or \"Section 2.2\" would refer to material contained in the subsection described as \"Section 2.2.1\").\n\n13.18 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile or electronic mail (including pdf) and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes and shall have the same force and effect as original signatures.\n\n[signature page follows]\n\n[Signature page to Co-Promotion Agreement]\n\nIN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.\n\nDOVA PHARMACEUTICALS, INC.\n\nBy: __/s/ Alex C. Sapir______________________\n\nName: Alex C. Sapir\n\nTitle: CEO\n\nVALEANT PHARMACEUTICALS NORTH AMERICA LLC\n\nBy: ___/s/ Joseph C. Papa_______________\n\nName: Joseph C. Papa\n\nTitle: Chief Executive Officer and President\n\n9\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nEXHIBIT A\n\nJoint Press Release\n\nDURHAM, N.C. and BRIDGEWATER, N.J., Sept. 27, 2018 (GLOBE NEWSWIRE) -- Dova Pharmaceuticals, Inc. (\"Dova\") (DOVA), a specialty pharmaceutical company focused on acquiring, developing, and commercializing drug candidates for diseases where there is a high unmet need, and Salix Pharmaceuticals (\"Salix\"), one of the largest specialty pharmaceutical companies in the world committed to the prevention and treatment of gastrointestinal diseases and its parent company, Bausch Health Companies Inc. (NYSE/TSX: BHC), today announced that they have entered into an exclusive agreement to co-promote Dova's DOPTELET (avatrombopag) in the United States (U.S.). The U.S. Food and Drug Administration (\"FDA\") approved DOPTELET on May 21, 2018 for the treatment of thrombocytopenia in adult patients with chronic liver disease (CLD) who are scheduled to undergo a procedure. DOPTELET represents the first thrombopoietin (TPO) receptor agonist approved in the United States for this indication.\n\nThrombocytopenia, a condition in which patients have a low platelet count, is the most common hematological abnormality in patients with CLD that often worsens with the severity of liver disease. It is estimated that approximately 15 percent of the 7.5 million patients with CLD have some form of thrombocytopenia. In a study published in 2010, patients with severe thrombocytopenia (<75,000/\u00b5L) had a 31 percent incidence of procedure-related bleeding. As a result of the associated increased rate of bleeding, there is an increased risk for the CLD patient when undergoing common scheduled medical procedures such as liver biopsy, colonoscopy, endoscopy, and routine dental procedures.\n\nAs part of the co-promotion arrangement, Salix intends to deploy approximately 100 sales specialists who will promote DOPTELET to gastroenterology healthcare professionals. The Salix sales force will begin selling DOPTELET in mid-October 2018. Dova will continue its commercial efforts targeting primarily hepatologists and interventional radiologists and certain other specialties. Pursuant to the agreement, Dova will pay Salix a quarterly fee based on net sales (as defined in the agreement) of DOPTELET prescribed by gastroenterologists in the U.S.\n\n\"We are delighted to be working with Salix, a company considered by many to have the preeminent gastroenterology sales force in the United States,\" said Alex C. Sapir, president and chief executive officer, Dova Pharmaceuticals. \"Given Salix's presence and strong reputation within large gastroenterology group practices coupled with the early interest we are seeing among the gastroenterology community, we are excited to see the impact this partnership will bring to DOPTELET and to patients.\"\n\n\"Salix considers liver disease a strategic therapeutic area of focus, given our history and knowledge with XIFAXAN\u00ae (rifaximin), an innovative medicine indicated for the treatment of overt hepatic encephalopathy (HE), a condition that is often a consequence of chronic liver disease,\" said Mark McKenna, president, Salix Pharmaceuticals. \"Adding DOPTELET to our portfolio will enable our sales force to promote yet another innovative product that addresses a true unmet need in the marketplace.\"\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nAbout DOPTELET  DOPTELET (avatrombopag) is a second generation, once daily, orally administered TPO receptor agonist approved for the treatment of thrombocytopenia in adult patients with CLD who are scheduled to undergo a procedure. DOPTELET is designed to mimic the effects of TPO, the primary regulator of normal platelet production.\n\nTwo global Phase 3, double-blind, placebo-controlled trials (ADAPT-1 [N=231] and ADAPT-2 [N=204]), conducted in adults with thrombocytopenia (platelet count of less than 50,000/\u00b5L) and CLD, supported the FDA approval. Patients were assigned to either 40 mg or 60 mg of avatrombopag daily for five days based on their Baseline platelet counts (40 to <50,000/\u00b5mL or <40,000/\u00b5mL, respectively). Avatrombopag was shown to be superior to placebo in increasing the proportion of patients not requiring platelet transfusions or rescue procedures for bleeding up to seven days following a scheduled procedure in both trials in both the 40 mg (ADAPT-1, 88% vs. 38%, p <0.0001; ADAPT-2, 88% vs. 33%; p<0.0001), and 60 mg (ADAPT-1, 66% vs. 23%, p <0.0001; ADAPT-2, 69% vs. 35%; p=0.0006) treatment groups. Avatrombopag was also superior to placebo at the two secondary efficacy endpoints in each trial. In the avatrombopag treatment groups, there was an increased proportion of patients achieving the target platelet count of \u226550,000/\u00b5mL on procedure day, and a greater magnitude of the change in mean platelet count from baseline to procedure day; all treatment differences between the avatrombopag and placebo treatment groups for each secondary endpoint were highly statistically significant with p values <0.0001. The most common adverse reactions with avatrombopag included pyrexia, abdominal pain, nausea, headache, fatigue and edema peripheral. Portal vein thromboses have been reported in patients with CLD and in patients receiving TPO receptor agonists. One treatment-emergent event of portal vein thrombosis was reported in the ADAPT trials in an avatrombopag-treated patient.\n\nINDICATION\n\nDOPTELET (avatrombopag) is indicated for the treatment of thrombocytopenia in adult patients with chronic liver disease who are scheduled to undergo a procedure.\n\nIMPORTANT SAFETY INFORMATION\n\nWARNINGS AND PRECAUTIONS\n\nDOPTELET is a thrombopoietin (TPO) receptor agonist and TPO receptor agonists have been associated with thrombotic and thromboembolic complications in patients with chronic liver disease. Portal vein thrombosis has been reported in patients with chronic liver disease treated with TPO receptor agonists. In the ADAPT-1 and ADAPT-2 clinical trials, there was one treatment- emergent event of portal vein thrombosis in a patient (n=1/430) with chronic liver disease and thrombocytopenia treated with DOPTELET.\n\nConsider the potential increased thrombotic risk when administering DOPTELET to patients with known risk factors for thromboembolism, including genetic prothrombotic conditions (Factor V Leiden, Prothrombin 20210A, Antithrombin deficiency or Protein C or S deficiency).\n\nDOPTELET should not be administered to patients with chronic liver disease in an attempt to normalize platelet counts.\n\nCONTRAINDICATIONS: None\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nADVERSE REACTIONS\n\nMost common adverse reactions (\u2265 3%) were: pyrexia, abdominal pain, nausea, headache, fatigue, and edema peripheral.\n\nPlease see full Prescribing Information for DOPTELET (avatrombopag) www.doptelet.com\n\nAbout XIFAXAN  XIFAXAN is a nonsystemic* antibiotic that slows the growth of bacteria in the gut that are believed to be linked to symptoms of overt hepatic encephalopathy (HE). It has been proven to reduce the risk of overt HE recurrence and HE-related hospitalizations in adults.\n\n*There is an increased systemic exposure in patients with severe (Child-Pugh Class C) hepatic impairment. Caution should be exercised when administering XIFAXAN to these patients.\n\nINDICATION  XIFAXAN (rifaximin) 550 mg tablets are indicated for the reduction in risk of overt hepatic encephalopathy (HE) recurrence in adults and for the treatment of irritable bowel syndrome with diarrhea (IBS-D) in adults.\n\nIMPORTANT SAFETY INFORMATION\n\n\u2022XIFAXAN is not for everyone. Do not take XIFAXAN if you have a known hypersensitivity to rifaximin, any of the rifamycin antimicrobial agents, or any of the components in XIFAXAN.\n\n\u2022If you take antibiotics, like XIFAXAN, there is a chance you could experience diarrhea caused by an overgrowth of bacteria (C. difficile). This can cause symptoms ranging in severity from mild diarrhea to life-threatening colitis. Contact your healthcare provider if your diarrhea does not improve or worsens.\n\n\u2022Talk to your healthcare provider before taking XIFAXAN if you have severe hepatic (liver) impairment, as this may cause increased effects of the medicine.\n\n\u2022Tell your healthcare provider if you are taking drugs called P-glycoprotein and/or OATPs inhibitors (such as cyclosporine) because using these drugs with XIFAXAN may lead to an increase in the amount of XIFAXAN absorbed by your body.\n\n\u2022In clinical studies, the most common side effects of XIFAXAN were: HE: Peripheral edema (swelling, usually in the ankles or lower limbs), nausea (feeling sick to your stomach), dizziness, fatigue (feeling tired), and ascites (a buildup of fluid in the abdomen)  IBS-D: Nausea (feeling sick to your stomach) and an increase in liver enzymes\n\n\u2022XIFAXAN may affect warfarin activity when taken together. Tell your healthcare provider if you are taking warfarin because the dose of warfarin may need to be adjusted to maintain proper blood-thinning effect.\n\n\u2022If you are pregnant, planning to become pregnant, or nursing, talk to your healthcare provider before taking XIFAXAN because XIFAXAN may cause harm to an unborn baby or nursing infant. You are encouraged to report negative side effects of prescription drugs to the FDA. Visit www.fda.gov/medwatch or call 1-800- FDA-1088.\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nFor product information, adverse event reports, and product complaint reports, please contact:  Salix Product Information Call Center  Phone: 1-800-321-4576  Fax: 1-510-595-8183  Email: salixmc@dlss.com  Please click here for full Prescribing Information.\n\nAbout Dova Pharmaceuticals, Inc.  Dova is a pharmaceutical company focused on acquiring, developing, and commercializing drug candidates for rare diseases where there is a high unmet need, with an initial focus on addressing thrombocytopenia. Dova's proprietary pipeline includes one commercial product, DOPTELET, for the treatment of thrombocytopenia in adult patients with CLD scheduled to undergo a procedure.\n\nAbout Salix  Salix is one of the largest specialty pharmaceutical companies in the world committed to the prevention and treatment of gastrointestinal diseases. For almost 30 years, Salix has licensed, developed, and marketed innovative products to improve patients' lives and arm health care providers with life-changing solutions for many chronic and debilitating conditions. Salix currently markets its product line to U.S. health care providers through an expanded sales force that focuses on gastroenterology, hepatology, pain specialists, and primary care. Salix is headquartered in Bridgewater, New Jersey.\n\nAbout Bausch Health  Bausch Health Companies Inc. (NYSE/TSX: BHC) is a global company whose mission is to improve people's lives with our health care products. We develop, manufacture and market a range of pharmaceutical, medical device and over-the-counter products, primarily in the therapeutic areas of eye health, gastroenterology and dermatology. We are delivering on our commitments as we build an innovative company dedicated to advancing global health. More information can be found at www.bauschhealth.com.\n\nDova Pharmaceuticals Cautionary Notes Regarding Forward-Looking Statements  Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as \"anticipated\", \"believe\", \"expect\", \"may\", \"plan\", \"potential\", \"will\", and similar expressions, and are based on Dova's current beliefs and expectations. These forward-looking statements include the potential benefits of the collaboration, the timing of the Salix sales force beginning to sell DOPTELET and other information relating to the transaction between Dova and Salix. These statements involve risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Risks and uncertainties that may cause actual results to differ materially include uncertainties inherent in the conduct of clinical trials, increased regulatory requirements, Dova's reliance on third parties over which it may not always have full control, and other risks and uncertainties that are described in Dova's Annual Report on Form 10-K for the year ended December 31, 2017, filed with the U.S. Securities and Exchange Commission (SEC) on February 16, 2018, and Dova's other periodic reports filed with the SEC. Any forward-looking statements speak only as of the date of this press release and are based on information available to Dova as\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nof the date of this release, and Dova assumes no obligation to, and does not intend to, update any forward-looking statements, whether as a result of new information, future events or otherwise.\n\nBausch Health Forward-looking Statements  This news release may contain forward-looking statements, which may generally be identified by the use of the words \"anticipates,\" \"expects,\" \"intends,\" \"plans,\" \"should,\" \"could,\" \"would,\" \"may,\" \"will,\" \"believes,\" \"estimates,\" \"potential,\" \"target,\" or \"continue\" and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward- looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties discussed in the Bausch Health's most recent annual or quarterly report and detailed from time to time in Bausch Health's other filings with the Securities and Exchange Commission and the Canadian Securities Administrators, which factors are incorporated herein by reference. In addition, certain material factors and assumptions have been applied in making these forward-looking statements, including that the risks and uncertainties outlined above will not cause actual results or events to differ materially from those described in these forward-looking statements. Bausch Health believes that the material factors and assumptions reflected in these forward-looking statements are reasonable, but readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Bausch Health and Salix undertake no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.\n\nDova Investor Contacts:  Mark W. Hahn  Chief Financial Officer  mhahn@dova.com  (919) 338-7936\n\nSalix Investor Contact:  Arthur Shannon  Arthur.Shannon@bauschhealth.com  514-856-3855  877-281-6642 (toll free)\n\nWestwicke Partners  John Woolford  john.woolford@westwicke.com  (443) 213-0506\n\nSalix Media Contacts:  Lainie Keller  Lainie.Keller@bauschhealth.com  908-927-0617\n\nKaren Paff\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nKaren.Paff@salix.com  908-927-1190\n\nAkaRx, Inc., a wholly owned subsidiary of Dova Pharmaceuticals, Inc., is the exclusive licensee and distributor of DOPTELET\u00ae in the United States and its territories. \u00a92018  DOPTELET\u00ae is a registered trademark of AkaRx, Inc.\n\nPM-US-DOP-0072\n\nThe Xifaxan 550 mg product and the Xifaxan trademark are licensed by Alfasigma S.p.A.to Salix Pharmaceuticals or its affiliates.\n\nSAL.0103.USA.18\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018\n\n\n\n\n\nSchedule 1.65\n\nThird Party Agreements\n\n1. Stock Purchase Agreement dated March 29, 2016 (as amended) between PBM AKX Holdings, LLC and Eisai, Inc.\n\n2. License Agreement dated August 15, 2005 (as amended) between Astellas Pharma Inc. and AkaRx, Inc.\n\nCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\nSource: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018"}]}, {"title": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "paragraphs": [{"qas": [{"answers": [{"text": "AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT", "answer_start": 322}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "PACIRA PHARMACEUTICALS, INC.", "answer_start": 166}, {"text": "EKR", "answer_start": 201}, {"text": "EKR THERAPEUTICS, INC.", "answer_start": 201}, {"text": "F/K/A SKYEPHARMA, INC.", "answer_start": 574}, {"text": "PPI", "answer_start": 748}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "October 15, 2009", "answer_start": 431}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "August 10, 2007", "answer_start": 1389}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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\").", "answer_start": 93722}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "Thereafter  the term of this Agreement shall automatically renew for consecutive periods of two (2) years each.", "answer_start": 94139}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 94251}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": false}, {"answers": [{"text": "This Agreement and the relationship between the Parties shall be governed by, and interpreted in accordance with New  York law without regard to provisions related to conflicts of laws, and, except as provided in Section 21.2 above, the Parties agree to submit  any dispute to the exclusive jurisdiction of the federal and state courts sitting in New York.", "answer_start": 118160}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 48150}, {"text": "During the Term, PPI and its Affiliates shall not: (i) file for Marketing Authorization with respect to any Competing Product in  any country in the Territory, (ii) manufacture or have manufactured any Competing Product in any country in the Territory, (iii) market or  have marketed any Competing Product in any country in the Territory or (iv) license any Third Party to do any of the foregoing.", "answer_start": 25723}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 15906}, {"text": "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.", "answer_start": 15479}, {"text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the  Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter  as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks.", "answer_start": 16750}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "At any time between the Agreement Date and July 1, 2015, EKR shall have the right, exercisable upon sixty (60) days prior written  notice to PPI, to terminate the Lease Term and sell the Transferred Equipment back to PPI, subject to payment by PPI to EKR within  five (5) days of such notice of $[**] in cash, which if exercised shall result in (i) an offset against the unpaid balance of principal and  interest under the Promissory Note pursuant to Section 3.20(f) below; and (ii) the termination of the Step-in Right described in  Section 17.5.", "answer_start": 32719}, {"text": "At any time after July 1, 2015, PPI shall have the right, exercisable upon sixty (60) days prior written notice to EKR, to terminate the Lease Term and repurchase the Transferred Equipment from EKR, subject to payment by PPI to EKR within five (5) days of such  notice of any principal paid by EKR under the Promissory Note, which if exercised shall result in the termination of the Step-in Right  set forth in Section 17.5.", "answer_start": 33274}, {"text": "EKR may terminate this Agreement for convenience at any time upon [**] ([**]) days prior, written notice to PPI.", "answer_start": 99021}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [{"text": "(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.", "answer_start": 57328}, {"text": "Either Party shall be entitled forthwith to terminate this Agreement by notice to the other if:", "answer_start": 94645}, {"text": "Offsets and/or repayment of the Advanced Royalty Payment shall commence on [**] and shall continue, unless sooner  paid, through [**] (the \"Royalty Offset Period\") and such offsets will be taken by EKR (and such repayment will be made  by PPI) as follows:", "answer_start": 56022}, {"text": "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. \"Change of Control\" shall mean (a) the sale, lease,  exchange, license or disposition of all or substantially all of the Party's assets in one transaction or series of related transactions or (b) a  merger or consolidation with an unaffiliated Third Party as a result of which the holders of the Party's issued and outstanding voting  securities immediately before such transaction own or control less than a majority of the voting securities of the continuing or surviving  entity immediately after such transaction.", "answer_start": 112442}, {"text": "(i) the other Party ceases or threatens to cease to carry on the whole or any material part of its business;", "answer_start": 96972}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 112442}, {"text": "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.", "answer_start": 110480}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "As further consideration for the license and grant of Distribution Rights and other rights under this Agreement, EKR shall pay to PPI a royalty (\"Royalty\") equal to (a) $[**] for each [**] mg Vial of Product sold during the Term and $[**] for each [**] mg Vial of Product  sold during the Term (the \"Minimum Royalty\")  plus (b) an additional [**]% of any post Effective Date incremental price increase  implemented by EKR over the Current Base Price of $[**] for the [**] mg Vial and $[**] for the [**] mg Vial (the \"Additional Royalty\");  provided, however, that Additional Royalty shall not be payable to the extent that the sum of (i) the Minimum Royalty and Additional  Royalty payable hereunder and (ii) the Supply Price (as defined in the Supply Agreement) shall at any time during the Term exceed [**]  percent ([**]%) of the net average selling price of the Product (the \"Royalty Cap\"); provided, however, that the Royalty Cap shall be [**]  percent ([**]%) of the net average selling price of the Product during certain periods as described in Section 6.3(e) above.", "answer_start": 59691}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [{"text": "(d) EKR shall assign to PPI free of charge any domain name registrations it has registered pursuant to Section 8.5;", "answer_start": 100780}, {"text": "Upon termination of this Agreement for any reason except by EKR pursuant to Section 16.1(a), EKR shall promptly transfer the Transferred NDA and related regulatory documentation to PPI in accordance with Section 17.1(e).", "answer_start": 19872}, {"text": "On the Effective Date, PPI has transferred the Domain Names to EKR for use in connection with the exercise of  the Distribution Rights.", "answer_start": 17691}, {"text": "Promptly after the Agreement  Date, PPI shall provide EKR with copies of all agreements relating to the Required Studies and shall assign such agreements to EKR if and  to the extent (i) such agreements are assignable in accordance with their terms and (ii) requested by EKR.", "answer_start": 22377}, {"text": "Upon any termination or expiration of this Agreement, EKR shall promptly transfer the Domain Names back to PPI.", "answer_start": 17941}, {"text": "Effective as of the Agreement Date, PPI hereby sells, transfers, conveys and assigns to EKR all right, title  and interest in and to [**] (the \"Transferred NDA\").", "answer_start": 18673}, {"text": "Upon termination of this Agreement for any reason except as set forth in Section 17.4 below (and, if applicable, in respect of that country in  respect of which termination occurs):", "answer_start": 99578}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [{"text": "Joint Improvements  shall be owned jointly by the Parties, and PPI's interest therein shall be licensed to EKR hereunder.", "answer_start": 69194}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": false}, {"answers": [{"text": "The Step-in Right shall include, without limitation, and to the extent allowable under Applicable Law, PPI's grant to EKR of  such additional license rights, rights of access, rights of observation and rights of management, direction and control, in  each case solely with respect to the manufacture and supply of Product and as reasonably necessary to enable and permit  EKR (or EKR's designee) to ensure that the supply of Product shall continue to be available to EKR under this Agreement  and the Supply Agreement; provided that EKR in exercising the Step-in Right shall not (i) unreasonably interfere with PPI's  other activities at the facilities at which the Product is manufactured, tested, labeled, stored or", "answer_start": 105473}, {"text": "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.", "answer_start": 68898}, {"text": "otherwise handled (\"Product Facilities\") or (ii) require PPI to take any action or fail to take any action that does or could  reasonably be expected to interfere with PPI's other activities at the Product Facilities.", "answer_start": 106211}, {"text": "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.", "answer_start": 15906}, {"text": "Such grant by PPI shall include the right of EKR to market the Product in the Territory during the Term as an EKR  product using in addition to the Trademarks, EKR's own trademarks, trade dress, trade names and other proprietary designations in  combination with the Trademarks.", "answer_start": 16438}, {"text": "Joint Improvements  shall be owned jointly by the Parties, and PPI's interest therein shall be licensed to EKR hereunder.", "answer_start": 69194}, {"text": "PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the  Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter  as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks.", "answer_start": 16750}, {"text": "PPI Improvements shall be owned by PPI and be licensed to EKR hereunder.", "answer_start": 68825}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "(b) obtain a confidential nondisclosure agreement with the prospective Sub-Distributor in a form acceptable to PPI, which  acceptance shall not be unreasonably withheld or delayed and containing terms at least as stringent as those terms  included in Article 11 of this Agreement;\n\n  (c) deliver to the prospective Sub-Distributor a redacted copy of this Agreement (\"Redacted Agreement\") .  Any sub- distribution agreement shall provide that such agreement is subject and subordinate to the rights of PPI under this  Agreement; and\n\n  (d) provides PPI with a copy of written sub-distribution agreement as soon as reasonably practicable after the execution  thereof by EKR.", "answer_start": 111536}, {"text": "EKR may appoint sub-distributors under this Agreement provided that EKR:\n\n  (a) informs PPI of the identity of any Third Party sub-distributor (other than Affiliate companies) prior to the execution of any  sub-distribution agreement;", "answer_start": 111277}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [{"text": "PPI Improvements shall be owned by PPI and be licensed to EKR hereunder. 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.", "answer_start": 68825}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": false}, {"answers": [], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "The Step-in Right shall include, without limitation, and to the extent allowable under Applicable Law, PPI's grant to EKR of  such additional license rights, rights of access, rights of observation and rights of management, direction and control, in  each case solely with respect to the manufacture and supply of Product and as reasonably necessary to enable and permit  EKR (or EKR's designee) to ensure that the supply of Product shall continue to be available to EKR under this Agreement  and the Supply Agreement; provided that EKR in exercising the Step-in Right shall not (i) unreasonably interfere with PPI's  other activities at the facilities at which the Product is manufactured, tested, labeled, stored or", "answer_start": 105473}, {"text": "Such insurance shall be with a reputable insurance company and where  reasonably possible (taking into account the availability of such insurance) shall be maintained for not less than [**] ([**]) years following  the expiry or termination of this Agreement.", "answer_start": 82591}, {"text": "EKR shall maintain and shall procure the maintenance of accurate and up to date records and books of account  showing the quantity, description and value of the Products supplied in each country of the Territory during the previous six (6) Calendar  Years.", "answer_start": 64846}, {"text": "PPI shall provide such advice as necessary for EKR to arrange for an alternative manufacturer and shall provide EKR with access to all relevant PPI  Know-How, and any other information necessary for EKR to transfer such manufacturing to an alternate manufacturer.", "answer_start": 103639}, {"text": "otherwise handled (\"Product Facilities\") or (ii) require PPI to take any action or fail to take any action that does or could  reasonably be expected to interfere with PPI's other activities at the Product Facilities.", "answer_start": 106211}, {"text": "In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell", "answer_start": 101867}, {"text": "In such event, the Royalty payments payable hereunder shall continue to be paid; provided,  however, that all costs  incurred by EKR in the transfer of manufacturing information from PPI and obtaining FDA approval of the manufacture of the Products by  EKR or EKR's designee, and any other amounts due to EKR, shall be deducted from any royalties payable to PPI.", "answer_start": 102993}, {"text": "existing stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted  provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for  a period of longer than three (3) months following the date of termination. Immediately upon notification from PPI, such post termination  sales shall cease.", "answer_start": 102111}, {"text": "Notwithstanding anything contained herein to the contrary, in the event that EKR is entitled to exercise its right to terminate this Agreement pursuant to Section 16.1(a), in addition to the right to terminate as provided therein and any other remedies EKR  may have hereunder, PPI shall assist EKR in the transfer of the manufacture of the Products, including the Specifications from PPI to EKR  or EKR's designee.", "answer_start": 102577}, {"text": "(b) the following provisions of this Agreement shall continue in full force and effect: Article 1 (\"Definitions\"), Section 3.20(k),  Section 3.20(l), Article 9 (\"Representations and Warranties\"), Article 10 (\"Liability, Insurance and Indemnities\") (excluding  Section 10.6 (\"Insurance\")), Article 11 (\"Confidentiality, Press Releases and Publications\"), Article 13 (\"Infringement of  Third Party Rights\"), Section 16.4 (\"Effect of Termination\"), Article 17 (\"Consequences of Termination\"), Article 18 (\"Force  Majeure\"), Article 19 (\"Notices\"), Article 20 (\"Assignment and Change of Control\") and Article 21 (\"General Provisions\");     (c) EKR shall return to PPI all PPI IP in its possession;     (d) EKR shall assign to PPI free of charge any domain name registrations it has registered pursuant to Section 8.5; and\n\n  (e) Except in the event of termination of this Agreement by EKR pursuant to Section 16.1(a), EKR shall promptly transfer to PPI  or its nominee, each and every Marketing Authorization (to the extent not held by PPI) relating to the Product, together  with all communications with the relevant Regulatory Authorities, and all notes and record thereof.", "answer_start": 100082}, {"text": "In the event EKR exercises the Step-in Right, PPI shall, at EKR's cost and expense, cooperate in the exercise of such rights  and EKR shall reimburse PPI for the reasonable costs PPI incurs in assisting EKR in the exercise of such rights within thirty  (30) days of EKR's receipt of invoice.", "answer_start": 105174}, {"text": "Where this Agreement has expired or has been terminated for any reason other than by PPI in accordance  with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates and sub-distributors and sales agents shall be entitled  to continue to sell existing stocks of the Product in the Territory for a period of not longer than 12 months following the date of termination,  provided that, EKR continues to make any Royalty payments due to PPI in respect of such sales in accordance with the provisions of this  Agreement.", "answer_start": 101290}, {"text": "The Parties acknowledge that effective upon the termination or expiration of the Transition Services and Inventory Agreement, PPI has", "answer_start": 27823}, {"text": "In addition, (i) PPI  shall transfer to EKR any Marketing Authorizations held by PPI and (ii) the Trademark license granted under Section 2.3 shall continue in  effect following such termination on a perpetual basis and EKR shall be responsible for all costs associated with the maintenance of such  Trademark.", "answer_start": 103903}, {"text": "In addition, PPI shall  during the remainder of the Term and for a period of up to [**] ([**]) years thereafter continue to manufacture and supply the Product to  EKR at cost without mark-up until such time that EKR can secure an FDA approved manufacturing facility for the Product", "answer_start": 103356}, {"text": "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. The Step-in Right Notice shall specify the date which EKR intends to exercise the rights  associated with the Step-in Right.", "answer_start": 104268}, {"text": "Upon termination of this Agreement for any reason except as set forth in Section 17.4 below (and, if applicable, in respect of that country in  respect of which termination occurs):", "answer_start": 99578}, {"text": "assigned to EKR all of PPI's right, title and interest under that certain Commercial Outsourcing Services Agreement between PPI (f/k/a  SkyePharma, Inc.) and Integrated Commercialization Solutions, Inc. (\"ICS\")  dated April 3, 2007 (the \"ICS Agreement\"), and EKR has  assumed all obligations and liabilities under the ICS Agreement arising after the Effective Date.", "answer_start": 27979}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "Such inspection shall be undertaken by an independent auditor appointed by PPI and reasonably  acceptable to EKR for the purpose of verifying the accuracy of any statement or report given by EKR to PPI and/or the amount of Royalties  due.", "answer_start": 65344}, {"text": "Upon completion of such inspection, PPI shall not be entitled to inspect nor shall EKR be required to make available the records and  books for any Calendar Year for which such inspection was previously undertaken.", "answer_start": 65583}, {"text": "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", "answer_start": 65121}, {"text": "In connection with the promotion, marketing and sale of the Product, EKR shall, without limitation:", "answer_start": 46269}, {"text": "(b) from time to time consult with PPI's representatives for the purpose of assessing the state of the market in each country of  the Territory and permit representatives of PPI, on reasonable prior notice, to inspect any premises or documents used in  connection with the marketing, distribution and sale of the Products;", "answer_start": 46582}, {"text": "and books referred to in Section 7.2.", "answer_start": 65306}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 84207}, {"text": "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", "answer_start": 83783}, {"text": "Any and all liability of EKR to PPI 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 EKR or its employees while acting in the course of their employment, and except in relation to  any specified payment, lump sum, milestone or royalty payment unpaid) to [**] US Dollars ($[**]); provided however that such limitation  shall not apply to the extent that PPI or any PPI 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.", "answer_start": 84542}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 85296}, {"text": "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.", "answer_start": 84207}, {"text": "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", "answer_start": 83783}, {"text": "Any and all liability of EKR to PPI 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 EKR or its employees while acting in the course of their employment, and except in relation to  any specified payment, lump sum, milestone or royalty payment unpaid) to [**] US Dollars ($[**]); provided however that such limitation  shall not apply to the extent that PPI or any PPI 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.", "answer_start": 84542}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "Such insurance shall be with a reputable insurance company and where  reasonably possible (taking into account the availability of such insurance) shall be maintained for not less than [**] ([**]) years following  the expiry or termination of this Agreement.", "answer_start": 82591}, {"text": "During the Lease Term, PPI shall:", "answer_start": 35123}, {"text": "Each Party will provide to the other Party evidence of its insurance and thirty (30) days  prior written notice of any cancellation of its coverage or reduction in coverage from the requirements stated herein.", "answer_start": 82991}, {"text": "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.", "answer_start": 82261}, {"text": "maintain property damage and liability insurance and insurance against  loss or damage to the Transferred Equipment as part of PPI's general liability insurance.", "answer_start": 35570}], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT __Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.13\n\nConfidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.\n\nDATED: OCTOBER 15, 2009\n\nPACIRA PHARMACEUTICALS, INC.\n\nand\n\nEKR THERAPEUTICS, INC.        AMENDED AND RESTATED   STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT\n\n\n\n\n\nTHIS 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\"); and   EKR THERAPEUTICS, INC., a company incorporated in the state of Delaware whose principal place of business is 1545 Route 206  South, Third Floor, Bedminster, New Jersey 07921 (\"EKR\").\n\nRecitals\n\nPPI owns and has all right title and interest in or has acquired exclusive rights to the PPI IP (as defined below), the Trademark (as  defined below) and the Product (as defined below).\n\nEKR has, among other things, specialized knowledge and expertise in relation to the marketing and sale of pharmaceutical products.\n\nPursuant to that certain Strategic Licensing, Distribution and Marketing Agreement between EKR and PPI dated as of August 10, 2007  (the \"Original Agreement\"), PPI granted and EKR acquired the exclusive right and license to sell, offer to sell, distribute and market the Product in  the Territory (as defined below) in the Field (as defined below).\n\nEKR and PPI desire to amend and restate the Original Agreement in its entirety as set forth herein in order to provide for: (i) certain  changes to the financial terms set forth in the Original Agreement, (ii) the transfer of Marketing Authorizations (as defined below) from PPI to      -1-\n\n\n\n\n\nEKR, and EKR's assumption of obligations thereunder, (iii) the transfer of title to certain manufacturing equipment from PPI to EKR and the lease  of such equipment back from EKR to PPI and (iv) certain other changes as are set forth herein; all of the foregoing subject to and in accordance  with the terms and conditions of this Agreement.\n\nNOW THEREFORE, in consideration of the following mutual agreements and covenants set forth herein and intending to be legally  bound hereby, PPI and EKR (each, a \"Party\"  and collectively, the \"Parties\")  acknowledge and agree that this Agreement shall amend and  supersede in its entirety the Original Agreement and hereby agree as follows:\n\nOperative Provisions\n\n\n\n\n\n   -2-\n\n1. Definitions   1.1 As used in this Agreement, the following words and expressions have the following meanings:\n\n\"Affiliate\"\n\n\n\nWith respect to any Party to this Agreement shall mean any company, corporation, firm, individual or other  entity which Controls, is Controlled by or is under common Control with such Party to this Agreement for only  so long as such Control exists;\n\n\n\n\n\n   -3-\n\n\"Applicable Laws\"\n\n\n\nShall mean all laws, rules and regulations regarding the manufacture, packaging, labeling, import, export,  storage, distribution, representation, promotion, marketing and sale of the Products including but not limited to  the Federal Food, Drug and Cosmetic Act of 1938, as amended (\"FD&C Act\") and the Controlled Substances  Act, as amended (21 U.S.C. \u00a7801 et seq.), or as defined in attendant regulations promulgated under authorities  granted by the FD&C Act, together with any equivalent laws, rules, regulations, codes or guidelines having  effect in any jurisdiction in the Territory;\n\n\"Calendar Year\"    Shall mean the period of twelve months commencing on 1st January in any year, and each consecutive period  of twelve months thereafter during the Term;\n\n\"cGMP\"    Means Current Good Manufacturing Practices pursuant to 21 CFR Parts 210 and 211, as may be amended from  time to time;\n\n\"Commercial Launch\"\n\n\n\nShall mean the date of the first arm's length sale by EKR to an unaffiliated Third Party customer for commercial  use of Product in a country within the Territory following the grant of Marketing Authorization and any  necessary pricing approval in that country;\n\n\"Commercialization  Committee\"   Shall mean the committee to be set up under the terms of Article 5;\n\n\n\n\n\n   -4-\n\n\"Competing Product\"\n\n\n\nMeans any [**] ([**] hours) [**] preparation (other than the Product) available in a country in the Territory  which competes or would compete directly with the Product. For the avoidance of doubt, the definition of  \"Competing Product\" does not include Depobupivacaine or any improvement thereto;\n\n\"Confidential Information\"\n\n\n\nMeans all confidential information, data and materials in whatever form disclosed by or on behalf of one Party  or its Affiliates to the other Party or its Affiliates including, without limitation, the terms of this Agreement,  data, formulae, unpublished patent disclosures, processes, protocols, marketing studies, sales information,  specifications and know-how, (and, in the case of EKR's Confidential Information, EKR's marketing plans and  EKR's sales forecasts), but excluding information which either Party can establish by written documentation:\n\n(i) at the time of disclosure, is in the public domain or is public knowledge;\n\n(ii) after disclosure, becomes part of the public domain by publication, except by breach of any obligation of  confidentiality by a Party hereto or an Affiliate of such Party;\n\n(iii) was already in its possession at the time of its receipt and was not acquired directly or indirectly from the  other Party or its Affiliates; or\n\n(iv) received from Third Parties who were lawfully entitled to disclose such information;\n\n\n\n\n\n   -5-\n\n\"Control\"\n\n\n\nMeans in relation to any Party or an Affiliate the possession directly or indirectly, of the power to direct or  cause the direction of the management and policies of such firm, person or entity, by contract or otherwise, or  the ownership either directly or indirectly of 50% or more of the voting securities of such Party;\n\n\"Copyrights\"\n\n\n\nMeans (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);\n\n\"Current Base Price\"    Means the Product's current (as of the Effective Date) net average selling price of $[**] ([**] mg) and $[**]  ([**] mg);\n\n\"DEA\"    Shall mean the United States Drug Enforcement Administration and any successor thereto performing similar  functions;\n\n\"Distribution Rights\"   Shall have the meaning set forth in Section 2.1 hereof;\n\n\"Domain Name\"    Shall mean Depodur.com and any other domain names owned or licensed by PPI related to the Product set forth  on Schedule IV hereto;\n\n\n\n\n\n   -6-\n\n\"EKR Improvement\"   Means any Improvement generated, conceived, reduced to practice or other created during the Term by EKR or  any of its Affiliates.\n\nEndo/PPI Unit Sales   Shall have the meaning set forth in Section 3.19 hereof;\n\nEndo Product   Means: (i) DepoDur Injectible Liposomal Epidural 10 mg/ml NDC # [**]; and (ii) DepoDur Injectible Liposomal  Epidural 15 mg/1.5 ml NDC # [**];\n\n\"Effective Date\"   Means August 10, 2007;\n\n\"FDA\"   Means the United States Food and Drug Administration or any successor thereto performing similar functions;\n\n\"Field\"   Means the management of post-operative pain following major orthopedic, abdominal or pelvic surgery;\n\n\n\n\n\n   -7-\n\n\"Force Majeure\"\n\n\n\nMeans in relation to either Party, any cause affecting the performance of this Agreement or the Supply  Agreement arising from or attributable to any acts, events, non-happenings, omissions or accidents beyond the  reasonable control of the Party to perform and in particular but without limiting the generality thereof shall  include strikes and labor disturbances, lock-outs, industrial action, civil commotion, riot, invasion, war, threat of  or preparation for war, terrorist activity, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other  natural physical disaster, impossibility of the use of railways, shipping, aircraft, motor transport, or other means  of public or private transport, failure or suspension of utilities, unavailability, shortage or interruption in the  supply of raw material, and political interference with the normal operation of either Party;\n\n\"Improvements\"\n\n\n\nMeans any discovery, development, improvement, know-how or patent relating to the Product generated,  conceived, reduced to practice or otherwise created during the Term by PPI or EKR (or any Affiliate of PPI or  EKR);\n\n\"Joint Improvements\"   Means any Improvements generated, conceived, reduced to practice or other created jointly by EKR and PPI or  their Affiliates.\n\n\"Known In-Channel  Product Units\"   Shall have the meaning set forth in Section 3.19 hereof;\n\n\n\n\n\n   -8-\n\n\"Marketing Authorization\"\n\n\n\nMeans the new drug application (\"NDA\") and all other necessary regulatory and governmental approvals by a  Regulatory Authority or other governmental body required to market and sell the Product in any country of the  Territory, including, but not limited to, those set forth on Schedule V hereto;\n\n\"Marketing Plan\"   Means the plan for the marketing, distribution and sale of the Product in the Territory submitted to the  Commercialization Committee in accordance with Section 5.4;\n\n\n\n\n\n   -9-\n\n\"Net Sales\"\n\n\n\nMeans total gross sales of Product invoiced by EKR, its Affiliates and sub-distributors in arms length sales to  Third Parties, less the following amounts actually incurred, deducted, accrued or allowed:\n\n(i) transport, freight and insurance costs which are separately stated;\n\n(ii) sales and excise taxes and duties;\n\n(iii) normal and customary trade, quantity and cash discounts, rebates and chargebacks;\n\n(iv) amounts repaid or credited for properly rejected, returned or recalled goods or resulting from retroactive  price adjustments related to the Product;\n\n(v) amounts incurred or resulting from government (or an agency thereof) mandated or managed care or other  rebate programs now existing or implemented hereafter;\n\n(vi) any other identifiable amounts included in gross sales of the Product that were or ultimately will be credited  and that are substantially similar to those listed hereinabove; and\n\n(vii) any other deductions allowed by GAAP which effectively reduce the net selling price of Product;\n\n\"PPI Improvement\"   Means any Improvement generated, conceived, reduced to practice or otherwise created during the Term by  PPI or any of its Affiliates;\n\n\n\n\n\n   -10-\n\n\"PPI IP\"   Means the Copyrights, PPI Know-How, PPI Patents and PPI Improvements; and PPI's interest in Joint  Improvements;\n\n\"PPI Know-How\"\n\n\n\nMeans all information, procedures, instructions, techniques, data, technical information, knowledge and  experience (including, without limitation, toxicological, pharmaceutical, clinical, non-clinical and medical data,  health registration data and marketing data), designs, dossiers (including, without limitation, manufacturing  assay and quality control dossiers) manufacturing formulae, processing specifications, sales and marketing  materials and technology relating to the Product;\n\n\"PPI Patents\"\n\n\n\nMeans those patents set out in Schedule I which cover the Products and such other patents as PPI may include  from time to time, including additions, divisions, confirmations, continuations-in-part, substitutions, re-issues,  re-examinations, extensions, registrations, patent terms extensions, supplementary protection certificates and  renewals of any of the above or any other patents owned or licensed by PPI subsequent to the Effective Date  which cover the Products or any Improvements;\n\n\n\n\n\n   -11-\n\n\"Product(s)\"\n\n\n\nMeans: (i) DepoDur Injectible Liposomal Epidural [**] mg/ml [**]; (ii) DepoDur Injectible Liposomal Epidural  [**] mg/[**] ml [**]; (iii) such other presentations and dosages which hereafter receive Marketing  Authorization in any country of the Territory; in each case for epidural administration presented in Vials or  other approved vessels, appropriately packaged and labeled for sale to end users and (iv) any and all  Improvements of the items listed in clauses (i) through (iii).\n\n\"Promotional Materials\"   Means promotional, sales, marketing, educational and training materials which are necessary to support the  marketing of the Products;\n\n\"Quarter\"   Means a three month period ending on the last day of March, June, September or December in any Calendar  Year;\n\n\"Regulatory Authority\"   Means any competent regulatory authority or other governmental body (for example, but not by way of  limitation the FDA and DEA) responsible for granting a Marketing Authorization in the Territory;\n\n\"Royalty Cap\"   Shall have the meaning set forth in Section 6.4;\n\n\"Supply Agreement\"\n\n\n\nMeans: (i) with respect to periods between the Effective Date and the Agreement Date, that certain Supply  Agreement entered into by the Parties on the Effective Date and (ii) with respect to periods on or after the  Agreement Date, that certain Amended and Restated Supply Agreement entered into by the Parties on the  Agreement Date (as may be amended from time to time);\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -12-\n\n\"Term\"   Means the term of this Agreement as set out in Section 15;\n\n\"Territory\"   Means each of the countries and territories listed in Schedule VII;\n\n\"Third Party\"   Means any company, corporation, firm, individual or other entity but excluding a Party to this Agreement or an  Affiliate;\n\n\"Trademarks\"   Means those Trademarks registered or applied for set out in Schedule II;\n\n\"Transition Services and  Inventory Agreement\"   Means that certain Transition Services and Inventory Agreement entered into between the Parties on the  Effective Date;\n\n\"Vial\"   Means a vial containing the Product supplied to EKR in presentations and dosages and other relevant terms  set out in the Supply Agreement;\n\n\"Year\"   Means the period of twelve months commencing on the first Commercial Launch of the Product in the Territory,  and each consecutive period of twelve months thereafter during the Term.  1.2 In this Agreement, unless the context requires otherwise:     (a) the headings are included for convenience only and shall not affect the construction of this Agreement;\n\n  (b) references to \"persons\" includes individuals, bodies corporate (wherever incorporated), unincorporated associations and  partnerships;     (c) words denoting the singular shall include the plural and vice versa;     (d) words denoting one gender shall include each gender and all genders; and\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -13-\n\n  (e) any reference to an enactment or statutory provision is a reference to it as it may have been, or may from time to time be  amended, modified, consolidated or re-enacted.   1.3 The Schedules comprise part of and shall be construed in accordance with the terms of this Agreement. In the event of any inconsistency  between the Schedules and the terms of this Agreement, the terms of this Agreement shall prevail.\n\n2. Grant of Rights   2.1 Retention of EKR. 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. EKR shall have the right to appoint sub-distributors hereunder in each country of the Territory.   2.2 Grant of License and Distribution Rights. 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. Such grant by PPI shall include the right of EKR to market the Product in the Territory during the Term as an EKR  product using in addition to the Trademarks, EKR's own trademarks, trade dress, trade names and other proprietary designations in  combination with the Trademarks.   2.3 Grant of Trademark Rights. PPI hereby grants to EKR a royalty free and exclusive license (with the right to sublicense) to use the  Trademarks in the Territory solely in connection with the exercise of the Distribution Rights in the Territory during the Term (and thereafter  as set forth in Section 17.4) and EKR shall market and sell the Products under the Trademarks. For the avoidance of doubt, the term  \"exclusive\" for the\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -14-\n\n\n\npurposes of Sections 2.1, 2.2 and 2.3 means to the exclusion of all others, including PPI and its Affiliates, except to the extent necessary to  enable PPI to perform its specific obligations under this Agreement and the Supply Agreement. Notwithstanding the foregoing, nothing  contained herein shall prohibit PPI from utilizing the Trademarks in the Territory in connection with its business for the sole purpose of signifying that PPI is the manufacturer of the Products for EKR.   2.4 Transfer of Domain Names. On the Effective Date, PPI has transferred the Domain Names to EKR for use in connection with the exercise of  the Distribution Rights. PPI has provided EKR with reasonable assistance as was necessary to effectuate the transfer of the Domain  Names. Upon any termination or expiration of this Agreement, EKR shall promptly transfer the Domain Names back to PPI.   2.5 Condition of Appointment. The acceptance of forecasts and orders for the Products (as provided in the Supply Agreement), and PPI's obligation to supply the Product to EKR shall at all times be conditioned by the Marketing Authorization for the Product being in force in  the country of Territory to which such acceptance and order relates.\n\n3. Undertakings of PPI   3.1 Manufacturing Activities. Subject to Section 17.5, PPI shall manufacture and supply, or procure the manufacture and supply of, the Product  in accordance with the terms and conditions of the Supply Agreement.   3.2 Transfer of Transferred NDA. Effective as of the Agreement Date, PPI hereby sells, transfers, conveys and assigns to EKR all right, title  and interest in and to [**] (the \"Transferred NDA\"). Each Party shall, within five (5) business days after the Agreement Date, file with the  FDA a notice letter, substantially in the form attached as Schedule XI(A) or Schedule XI(B) (as applicable), regarding the transfer to EKR of  the Transferred NDA. PPI represents, warrants and covenants that: (i) prior to the Agreement Date, it has provided EKR with complete, up- to-date copies of the Transferred NDA and all material correspondence with Regulatory Authorities in the\n\n\n\n\n\n\n\n\n\n   -15-\n\n\n\nTerritory in connection with the Transferred NDA (including, but not limited to, any periodic and annual report submissions, and all  adverse event reports and data) and (ii) on the Agreement Date, EKR shall receive sole ownership of, and good and valid title to, the  Transferred NDA, free and clear of any liens and encumbrances. For the avoidance of doubt, nothing in this Agreement regarding the  appointment of EKR as PPI's distributor of the Products shall be construed to diminish any rights of EKR as holder of the Transferred  NDA. Upon termination of this Agreement for any reason except by EKR pursuant to Section 16.1(a), EKR shall promptly transfer the Transferred NDA and related regulatory documentation to PPI in accordance with Section 17.1(e).   3.3 Maintenance of Transferred NDA. The Parties acknowledge that prior to the Agreement Date, PPI was responsible at its own cost and  expense for maintaining and updating the Transferred NDA, and agree that PPI shall retain all liabilities with respect to the foregoing  obligations to the extent relating to periods prior to the Agreement Date. Commencing as of the Agreement Date, EKR shall, at its own cost  and expense, maintain and update the Transferred NDA and be responsible for all liabilities with respect to the foregoing obligations to the  extent relating to periods after the Agreement Date.\n\n3.4 Assistance. 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. Any labor\n\n\n\n\n\ncosts of PPI employees related to this assistance shall be reimbursed by EKR at a rate of [**] dollars ($[**]) per hour. PPI represents and  warrants that as of the Agreement Date, except for the studies set forth on Schedule X attached hereto (the \"Required Studies\"), no post- marketing or Phase IV studies are required by any applicable Regulatory Authority to be conducted with respect to the Product. EKR shall  be responsible for the conduct of the Required Studies after the Agreement Date, at its own expense, in accordance with the requirements  of the applicable Regulatory Authorities. PPI shall be responsible for all costs and liabilities incurred prior to the Agreement Date with  respect to the Required Studies, and shall indemnify and hold harmless EKR from such costs and liabilities. Promptly after the Agreement  Date, PPI shall provide EKR with copies of all agreements relating to the Required Studies and shall assign such agreements to EKR if and  to the extent (i) such agreements are assignable in accordance with their terms and (ii) requested by EKR.\n\n\n\n\n\n   -16-\n\n3.5 Adverse Events. PPI shall at its own cost and expense promptly provide EKR with all information in its possession or otherwise coming to  its attention relating to the occurrence of a serious adverse event or an adverse event (in any jurisdiction throughout the world) in  connection with the Product. PPI shall be responsible, to the extent required by Applicable Laws, to report all charges, complaints or claims  reportable to the FDA relating to the Product, to the extent such charges, complaints or claims are made prior to the Agreement Date. EKR  shall be responsible, to the extent required by Applicable Laws, to report all charges, complaints or claims reportable to the FDA relating to  the Product, to the extent such charges, complaints or claims are made after the Agreement Date.   3.6 Reserved.   3.7 Delivery of Materials. The Parties acknowledge that prior to the Agreement Date, PPI has delivered to EKR (i) all existing PPI produced Promotional Materials (if any) and (ii) any existing market research in its possession related to the Product.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -17-\n\n3.8 Customer Orders. PPI shall at its own cost and expense during the Term, promptly forward to EKR any customer orders or inquiries for the Product within the Territory received after the Effective Date and shall inform any customers ordering the Product that EKR is now  distributing the Product and provide such customers with EKR's address and telephone number.   3.9 Payment of Third Party Royalties. During the Term, PPI shall be solely responsible for and pay any royalties or other amounts due to Third Parties related to the Product and shall indemnify and hold EKR harmless from any claims arising from or related thereto.   3.10 Customer Returns. PPI shall at its own cost and expense be responsible for all customer returns of Product sold prior to the Effective Date.   3.11 Governmental Rebates. PPI shall at its own cost and expense be responsible for all discounts, rebates, or promotional allowances/incentive programs deemed to be \"discount[s] or other reduction[s] in price\" for purposes of 42 U.S.C. Section 1320a-7b(b)(3)(A) and may be subject  to the reporting requirements under state and federal Medicaid and Medicare laws for sales of Product prior to the Effective Date. PPI  represents that it is aware of its obligations to report discounts resulting from this Agreement to the appropriate reimbursing agencies and  authorities (including Medicaid and Medicare). PPI is responsible for complying with and agrees to comply with all applicable requirements,  if any, in respect of providing information on such discounts to reimbursing agencies (including Medicaid and Medicare) and other entities  in accordance with Applicable Laws and regulations for sales of Product prior to the Effective Date and for sales of any PPI labeled product  subsequent the Effective Date.   3.12 Chargebacks. PPI shall at its own cost and expense be responsible for all chargebacks for sales of Product prior to the Effective Date.   3.13 Exclusivity. During the Term, PPI and its Affiliates shall not: (i) file for Marketing Authorization with respect to any Competing Product in  any country in the Territory, (ii) manufacture or have manufactured any Competing Product in any country in the Territory, (iii) market or  have marketed any Competing Product in any country in the Territory or (iv) license any Third Party to do any of the foregoing.\n\n\n\n\n\n\n\nEKR - Graham May, MD - CMO   PPI - Gary Patou, MD - CMO\n\n\n\n\n\n\n\n   -18-\n\n3.14 Product Development. PPI shall at its own cost and expense cooperate fully and assist EKR with the preparation of any necessary  submissions to any of the Regulatory Authorities in the Territory for the development and approval or supplemental approval(s) of the  Products, including, but not limited to, by providing access to all PPI Know-How, the drug master file and any other information necessary  for approval or supplemental approval of the Product in any country of the Territory. In addition, PPI shall cooperate fully in participating  in interactions with the appropriate Regulatory Authorities including FDA related to such product development so as to enable EKR to  fully exploit the Distribution Rights granted hereunder. For purpose of this Section, the contact person for each of the parties is set forth  below.\n\n3.15 Reserved.   3.16 Recalls and PostMarket Notifications. All costs of safety alerts and all other forms of notifications regarding safety risks associated with the Products in the United States shall be borne by PPI to the extent arising prior to the Agreement Date and by EKR to the extent arising  after the Agreement Date.   3.17 Compliance. During the Term PPI shall at its own cost and expense take all actions necessary to comply with all Applicable Laws and  obtain and maintain all necessary license, permits, records and authorizations PPI is required to obtain and maintain hereunder so as to  enable PPI to perform its obligations hereunder and under the Supply Agreement so as to enable EKR to fully exercise the Distribution  Rights.   3.18 Assignment of ICS Agreement. The Parties acknowledge that effective upon the termination or expiration of the Transition Services and Inventory Agreement, PPI has\n\n\n\n\n\n\n\n\n\n\n\n   -19-\n\n\n\nassigned to EKR all of PPI's right, title and interest under that certain Commercial Outsourcing Services Agreement between PPI (f/k/a  SkyePharma, Inc.) and Integrated Commercialization Solutions, Inc. (\"ICS\")  dated April 3, 2007 (the \"ICS Agreement\"), and EKR has  assumed all obligations and liabilities under the ICS Agreement arising after the Effective Date. The Parties further acknowledge that as of  the Effective Date, the Parties have entered into an Assignment and Assumption Agreement to further evidence the foregoing assignment  and assumption of the ICS Agreement.   3.19 Product in Channel. All sales of Product conducted by PPI and its distributors and wholesalers (and, to the knowledge of PPI, by Endo Pharmaceuticals and its distributors and wholesalers) during the six month period prior to the Effective Date have been conducted in the  ordinary course upon standard payment terms. PPI has provided EKR: (i) all information regarding sales by Endo Pharmaceuticals during  the six month period prior to the Effective Date and (ii) all information regarding the number of units of Product and Endo Product that were  in the possession or control of PPI or Endo Pharmaceuticals (and their respective distributors or wholesalers) as of the Effective Date (the  \"Known In-Channel Product Units\"). Within 10 days of the end of each month following the Effective Date, PPI shall provide EKR with  copies of: (i) any reports provided by Endo Pharmaceuticals of the number of units of Endo Product sold to hospitals or other customers  during the preceding month by Endo, and (ii) information possessed by PPI of such sales by PPI or any of their respective distributors or  wholesalers (the \"Endo/PPI Unit Sales\").   3.20 Sale and Leaseback of Transferred Equipment.\n\n  (a) In consideration of and subject to EKR's payment of the Equipment Purchase Price (as defined below), effective as of the  Agreement Date, PPI hereby sells, transfers, conveys and assigns to EKR all right, title and interest in and to the equipment  described on Schedule XII (the \"Transferred Equipment\"). The\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -20-\n\n\n\nParties shall share equally the responsibility for any and all sales, transfer and conveyance taxes occasioned by the sale of the  Transferred Equipment by PPI to EKR. PPI represents and warrants that: (i) on the Agreement Date, EKR shall receive sole  ownership of, and good and valid title to, the Transferred Equipment, free and clear of any liens and encumbrances, (ii) the  Transferred Equipment as of the Agreement Date is in good operating condition, normal wear and tear excepted and (iii) the  Transferred Equipment constitutes all specialized equipment that is used in the manufacture of Product by PPI as of the Agreement  Date. For purposes of clarity, the Transferred Equipment does not include any standard, non-specialized equipment generally found  in manufacturing facilities or available to manufacturers of products similar to the Product (e.g., refrigerators, freezers, safes,  incubators, stability chambers, clean utilities, supportive utilities, temperature control units and other supportive equipment). On the  Agreement Date, PPI shall execute and deliver to EKR a Bill of Sale with respect to the Transferred Equipment substantially in the  form attached hereto as Exhibit 3.20(a).     (b) EKR will pay PPI [**] Dollars ($[**]) for the Transferred Equipment (the \"Equipment Purchase Price\") as follows:\n\n  (i) within five (5) days after the Agreement Date, EKR will pay PPI [**] Dollars ($[**]) of the Equipment Purchase Price in  cash; and\n\n  (ii) concurrently with the execution of this Agreement, EKR will issue to PPI a promissory note in principal amount of [**]  Dollars ($[**]), such note to be substantially in the form attached hereto as Exhibit 3.20(b) (the \"Promissory Note\").\n\n  (c) Commencing as of the Agreement Date, EKR agrees to lease the Transferred Equipment to PPI through the end of the then-current  calendar quarter and, subject to renewal as provided below, on a calendar quarter-to-calendar quarter\n\n\n\n\n\n\n\n\n\n\n\n   -21-\n\n\n\nbasis thereafter (the \"Lease Term\"), for use solely in connection with the (i) performance of PPI's obligations under the Supply  Agreement, (ii) the supply of Products to PPI's other licensees and collaborators and (iii) the supply of placebo for PPI's Exparel  product to PPI's other licensees and collaborators. The Lease Term shall automatically renew at the end of each calendar quarter of  the Lease Term. The Lease Term will automatically terminate immediately upon (i) any termination or expiration of this Agreement  and/or the Supply Agreement or (ii) any exercise by EKR of the Step-in Right described in Section 17.5 below.\n\n\n\n(d) At any time between the Agreement Date and July 1, 2015, EKR shall have the right, exercisable upon sixty (60) days prior written  notice to PPI, to terminate the Lease Term and sell the Transferred Equipment back to PPI, subject to payment by PPI to EKR within  five (5) days of such notice of $[**] in cash, which if exercised shall result in (i) an offset against the unpaid balance of principal and  interest under the Promissory Note pursuant to Section 3.20(f) below; and (ii) the termination of the Step-in Right described in  Section 17.5.\n\n\n\n(e) At any time after July 1, 2015, PPI shall have the right, exercisable upon sixty (60) days prior written notice to EKR, to terminate the Lease Term and repurchase the Transferred Equipment from EKR, subject to payment by PPI to EKR within five (5) days of such  notice of any principal paid by EKR under the Promissory Note, which if exercised shall result in the termination of the Step-in Right  set forth in Section 17.5.\n\n\n\n(f) If, upon the expiration or earlier termination of the Lease Term (except as provided in Section 3.20(e) above), the aggregate amount  of repayments and Royalty Offsets (as defined below) earned by EKR pursuant to Section 6.3 below have not equaled or exceeded  the Advanced Royalty Payment (as defined below), then EKR shall have the right, at its option, to offset against the unpaid balance  of principal and interest under the Promissory Note, by an amount equal to the\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -22-\n\n  then-current balance of the Advanced Royalty Payment that has not yet been recouped by EKR through repayments and Royalty  Offsets pursuant to Section 6.3 below (the \"Remaining Balance\"), in which event PPI's obligations under Section 6.3 below with  respect to repayment of the Advanced Royalty Payment shall be deemed to have been paid in full.\n\n  (g) In consideration of the foregoing lease, PPI shall pay EKR [**] lease payments in the amount of $[**]per calendar quarter, with the  first lease payment due on the Agreement Date and each subsequent lease payment due during the Lease Term on the first day of  each calendar quarter thereafter.\n\n  (h) PPI shall not, without the prior, written consent of EKR, remove any of the Transferred Equipment from the locations within the  Approved Facilities (as defined in the Supply Agreement) where such Transferred Equipment is installed as of the Agreement Date.\n\n\n\n(i) 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.\n\n\n\n(j) If any of the Transferred Equipment is lost, stolen, destroyed, damaged beyond repair or in the event of any condemnation,  confiscation, seizure or expropriation of any Transferred Equipment (\"Casualty Transferred Equipment\"), PPI shall promptly (i)  notify EKR of the same, and (ii) pay to EKR an amount equal to the estimated in-place, fair market value of the Casualty Transferred  Equipment as of the date of the loss, as determined by a mutually agreed nationally recognized\n\n\n\n\n\n\n\n\n\n   -23-\n\n\n\nappraiser; provided that (i) in the event there are any amounts owed to PPI under the Promissory Note as of the date of such loss,  PPI shall have the right, at its option, to offset against the unpaid balance of principal and interest under the Promissory Note, the  amounts owed to EKR pursuant to this Section 3.20(k), and (ii) in no event shall PPI be required to pay EKR an amount that exceeds  [**] Dollars ($[**]) plus the amounts paid by EKR pursuant to the Promissory Note.\n\n\n\n(k) Subject to Sections 3.20(d) and (e) and Section 6.3(d) and PPI's right to repurchase the Transferred Equipment thereunder, upon the  expiration or earlier termination of the Lease Term, EKR shall remove the Transferred Equipment from PPI's premises (unless EKR at  its option elects to retain the Transferred Equipment at PPI's premises in connection with EKR's exercise of step-in rights under  Section 17.5). PPI agrees to cooperate with EKR in the removal of the Transferred Equipment, including providing the necessary  access to the Transferred Equipment and the facilities where it is located at times mutually agreed by the Parties, such agreement  not to be unreasonably withheld or delayed by either Party.\n\n\n\n(l) Upon termination of the Lease Term, unless PPI has repurchased the Transferred Equipment, EKR will, at PPI's request, use  commercially reasonable efforts to (i) supply the Product and (ii) supply placebo for [**], to PPI's other licensees and collaborators  outside the Territory, excluding PPI and any of its Affiliates (the \"Other PPI Customers\"), in each case in accordance with the  commercially reasonable requirements of any existing agreements between PPI and such Other PPI Customers, subject to EKR's  receipt of payment required under such agreements for supplying such Products and/or other products. PPI will use commercially  reasonable efforts to cooperate with EKR so as to enable EKR to supply Product and, if applicable, other products, to such Other  PPI Customers.\n\n\n\n\n\n\n\n\n\n   -24-\n\n4. Undertakings of EKR.   4.1 Marketing Authorizations. EKR shall, as determined in its sole discretion to be commercially reasonable, prepare studies of the markets and sales potential of the Products for countries in the Territory other than the United States and present such studies to the Committee. EKR  shall at its own cost and expense use commercially reasonable efforts to take those steps reasonably necessary in order to obtain and  thereafter maintain Marketing Authorizations (including pricing and reimbursement approvals) for the Product in those countries of the  Territory other than the United States which the Committee determines to present commercially viable opportunities for the Product. EKR  shall provide PPI with a copy of any original certificates of approval/registration in each country in the Territory other than the United  States. EKR shall provide PPI with a copy of any other registration matters received from the appropriate Regulatory Authorities  concerning maintenance, renewal or variations to the original certificates of approval/registration in each country in the Territory. Except as  provided in Section 3.17, EKR shall be solely responsible for, and shall bear all costs associated with, all regulatory activities related to the  development and approval of the Product in the countries of the Territory (including, after the Agreement Date, the United States) and shall  own the Marketing Authorizations for the Product in each other country of the Territory. EKR will comply with all conditions and  requirements attaching to such Marketing Authorizations.   4.2 Liaison with Regulatory Authorities. Pursuant to Section 4.1 above, EKR shall at its own cost and expense liaise with the relevant  Regulatory Authorities in respect of each Marketing Authorization and notify PPI of all material communications relating thereto. The cost  of submitting any data generated by any Phase IV studies conducted by EKR which is required to be filed with the FDA shall be borne by  EKR and the cost of submitting any other data (including data submitted to support the use of the Product for additional indications) shall  also be borne by EKR;\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -25-\n\n4.3 Submission of Promotional Materials. Pursuant to Section 4.1 above, EKR shall at its own cost and expense submit and obtain the approvals of Regulatory Authorities in the Territory of Promotional Materials as required by Applicable Laws;   4.4 Pre-Launch and Post Launch Activities. Pursuant to Section 4.1 above, EKR shall at its own cost and expense carry out reasonable pre- launch market development and conduct such post-marketing clinical trials (as determined solely by EKR in its reasonable business  judgment) in accordance with the Marketing Plan. Any data resulting from such trials shall be owned by EKR but shall be provided on a  royalty-free license to PPI for use outside of the Territory. PPI shall cooperate with EKR in connection with such pre-launch and post  launch activities as provided in sections 3.3 and 3.14 hereof;   4.5 Launch of Products. Pursuant to Section 4.1 above, EKR shall at its own cost and expense launch and achieve Commercial Launch of the  Products in accordance with the Marketing Plan but no later than 18 months following receipt of Marketing Authorization in each country  in the Territory provided however that EKR shall not be obligated to launch such Product in such country of the Territory where the  approved pricing in such country provides EKR a gross margin of less than [**]% (after payment of Royalties, Additional Royalties and  Cost of Goods) or where the launch of the Product in such country of the Territory as determined by EKR is not commercially reasonable.   4.6 Marketing Activities. 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. EKR shall be solely responsible for, and shall bear all costs associated with, all marketing  and selling activities related to the Products in the Territory;   4.7 SubDistributors. EKR shall at its own cost and expense maintain, or use reasonable commercial efforts to ensure that sub-distributors maintain, adequate sales and, where\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -26-\n\n  appropriate, warehouse facilities and employ, or use reasonable commercial efforts to procure that sub-distributors employ, a sufficient  number of experienced, trained and qualified personnel to promote the sale of the Product in the Territory and perform, or procure the  performance of the activities set forth in the Marketing Plan;   4.8 Inventory and Promotional Materials. EKR shall maintain a sufficient inventory of Product and support material to reasonably fulfill the requirements of its customers in the Territory provided that, subject to Section 17.5, PPI shall comply with the Supply Agreement;   4.9 Records. EKR shall maintain adequate records concerning the sale of the Product as required by any applicable Regulatory Authority in the Territory;   4.10 Promotional Materials. EKR shall provide PPI with copies of the Promotional Materials proposed to be used in connection with the sale of  the Products in the United States for approval, solely with respect to Trademark usage, (such approval not to be unreasonably withheld,  conditioned or delayed) to the extent such Promotional Materials include any Trademark. EKR shall submit such Promotional Materials to  PPI at least five (5) business days in advance of its intended use of the same and such Promotional Material shall be deemed to have  received PPI's approval unless PPI Provides EKR with written notice of rejection within said five (5) business day period and EKR shall be  authorized to finalize and use same. For the avoidance of doubt, any Trademark usage set forth on any Promotional Materials in use as of  or prior to the Agreement Date are hereby deemed to be approved by PPI.   4.11 Adverse Events. Each Party shall promptly provide the other Party with all information in its possession or otherwise coming to its  attention relating to the occurrence of a serious adverse event or an adverse event (in any jurisdiction throughout the world) in connection  with the Product, and promptly forward to such other Party information concerning any and all charges, complaints or claims reportable to  any Regulatory Authority relating to the Product that may come to the first Party's attention, and\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -27-\n\n\n\notherwise comply in all respects with the adverse drug event reporting and recall procedures set out or referred to in the Supply Agreement  from time to time. EKR shall be responsible, to the extent required by Applicable Law, to report all charges, complaints or claims reportable  to any Regulatory Authority outside of the United States relating to the Product, as well as any such charges, complaints or claims  reportable to any Regulatory Authority inside the United States to the extent such charges, complaints or claims are made after the  Agreement Date.   4.12 Permits. EKR shall obtain and maintain all necessary licenses, permits, records and authorizations required by Applicable Laws as holder of the Transferred NDA after the Agreement Date and in order to exercise the Distribution Rights and observe and comply with all Applicable  Laws, ordinances, rules and regulations including, but not limited to those of the applicable Regulatory Authorities in the exercise of the  Distribution Rights save insofar as PPI is required to obtain the same as holder of the Marketing Authorizations prior to the Agreement  Date, or under the terms of this Agreement;   4.13 Compliance. EKR shall conduct the promotion and marketing and sale of the Products in accordance with Applicable Laws and with all due  care and diligence.   4.14 Sales and Promotional Activities. In connection with the promotion, marketing and sale of the Product, EKR shall, without limitation:\n\n  (a) observe and comply with such storage, stock control and operational practices and procedures as may be legally required  in the Territory and as reasonably specified in writing by PPI from time to time;\n\n  (b) from time to time consult with PPI's representatives for the purpose of assessing the state of the market in each country of  the Territory and permit representatives of PPI, on reasonable prior notice, to inspect any premises or documents used in  connection with the marketing, distribution and sale of the Products;\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -28-\n\n  (c) provide PPI on reasonable prior notice but not more than once in any Calendar Year, copies of its up-to-date price list for  the Product together with full details of standard discounts and any special pricing arrangements entered into or proposed  to be entered into;\n\n  (d) market the Product throughout the Territory under the Trademarks and any EKR trademarks and ensure that all marketing  materials for the Product shall display the Trademarks; and\n\n  (e) comply with all applicable regulatory and statutory requirements imposed in relation to the Product, including, without  limitation, those imposed by the US Drug Enforcement Agency (\"DEA\") and other equivalent agencies in the Territory.   4.15 Prohibition on Sales Outside the Territory. EKR shall not directly or indirectly market distribute and/or sell the Product outside the Territory, or sell the product to any Third Party that EKR knows intends to sell or distribute the Product outside the Territory. In addition,  the Parties acknowledge that since the Product is a controlled substance, the DEA and other law enforcement agencies will not permit any  sale outside the Territory without relevant clearances and approvals.   4.16 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.   4.17 PPI as Exclusive Provider. During the Term, except if PPI is unable to supply Products (including, but not limited to, in connection with EKR's exercise of its rights under Section 17.5 below) or as provided in the Supply Agreement, EKR shall purchase all of its requirements  for the Product from PPI.   4.18 Packaging. During the Term, EKR shall not use in relation to the Product any packaging, labeling and Product inserts, nor any advertising literature that has not been\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -29-\n\n  approved by PPI in writing with respect to Trademark usage (such approval not to be unreasonably withheld, conditioned or delayed) or  deemed approved pursuant to Section 4.10, to the extent such materials include any Trademark. EKR shall be responsible for insuring that  any packaging, labeling and Product inserts, and advertising literature complies with Applicable Laws.   4.19 Customer Orders. If EKR receives a request from a customer located outside the Territory for supply of the Product outside of the Territory, EKR shall promptly forward such request to PPI.   4.20 Governmental Rebates. Any discounts, rebates, or promotional allowances/incentive programs provided are \"discount[s] or other reduction[s] in price\" for purposes of 42 U.S.C. Section 1320a-7b(b)(3)(A) and may be subject to the reporting requirements under state and  federal Medicaid and Medicare laws. EKR represents that it is aware of its obligations to report discounts resulting from this Agreement to  the appropriate reimbursing agencies and authorities (including Medicaid and Medicare). EKR is responsible for complying with and agrees  to comply with all applicable requirements, if any, in respect of providing information on such discounts to reimbursing agencies (including  Medicaid and Medicare) and other entities in accordance with Applicable Laws and regulations.   4.21 Resale Pricing. In exercising the Distribution Rights, EKR shall determine resale pricing of the Products in its sole discretion.\n\n5. Commercialization Committee.   5.1 Establishment of Committee. The Parties have established a Commercialization Committee (\"Committee\")  consisting of 4 individuals  (\"Committee Members\"); 2 of whom were nominated by PPI; and 2 of whom were nominated by EKR. The Committee Members may be  replaced by notice to the other Party and shall be appropriately qualified and experienced in order to make a meaningful contribution to  Committee meetings.\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -30-\n\n5.2 Purpose. The purpose of the Committee is to provide a forum for the Parties to share information and knowledge on the on-going Commercialization of the Product including, but not limited to, monitoring progress on clinical studies, reviewing clinical trial programs,  discussing the appropriate regulatory strategy for the Products in the Territory, considering proposed marketing and promotional plans,  reviewing competitor activity and discussing any regulatory, technical, quality assurance or safety issues in relation to the Product. The  Committee shall conduct its discussions in good faith with a view to operating to the mutual benefit of the Parties and in furtherance of the  successful development and marketing of the Products.   5.3 Meetings. The Committee shall meet as often as the Committee Members may determine, but in any event not less than 2 times per Calendar  Year. The Committee may invite individuals with special skills to attend such meetings where considered to be relevant and appropriate.  The quorum for Committee meetings shall be 2 Committee Members, comprising 1 Committee Member from each Party.   5.4 Marketing Plan. The Parties acknowledge that EKR has provided the Committee with its Marketing Plans for Calendar Years 2008 and 2009 pursuant to the Original Agreement. EKR shall on or before October 15  2009 and October 15  of each Calendar Year thereafter provide the  Committee with its Marketing Plan for the coming Calendar Year. Each Marketing Plan shall include, without limitation, Net Sales targets  and projections with respect to sales force staffing levels, market research, physician education, marketing expenditure, post-approval  clinical trials and advertising. With regard to pre-marketing clinical trials, the design and conduct shall be subject to the written approval of  PPI, such approval not to be unreasonably withheld or delayed.   5.5 Decision Making. Decisions of the Committee shall be made as follows:\n\n  (a) The Committee may make decisions with respect to any subject matter that is subject to the Committee's decision-making  authority. Except as expressly provided in this Agreement, all decisions of the Committee\n\nth  th\n\n\n\n\n\n\n\n\n\n   -31-\n\n  shall be made by unanimous vote or written consent, with EKR and PPI each having, collectively, one vote in all decisions.  The Committee shall use commercially reasonable efforts to resolve the matters within its roles and functions or otherwise  referred to it.\n\n\n\n(b) If, with respect to a matter that is subject to the Committee's decision-making authority, the Committee cannot reach  consensus within 15 days after it has met and attempted to reach such consensus or the Parties cannot reach consensus  on whether the Committee has decision-making authority regarding a matter within 15 days after such matter was first  raised by either Party, the dispute in question shall be referred to the Chief Executive Officer of PPI, on behalf of PPI, or  such other person holding a similar position designated by PPI from time to time, and the Chief Executive Officer of EKR, or  such other person holding a similar position designated by the EKR from time to time (such officers collectively, the  \"Executive Officers\"), for resolution. The Executive Officers shall use reasonable efforts to resolve the matter referred to  them.\n\n\n\n(c) If the Executive Officers cannot resolve the matter in accordance with Section 5.5(b) within 30 days of the reference of the  matter to them, then EKR shall have the final decision-making authority if the matter relates to the sale or marketing of the  Product in any country of the Territory and PPI shall have the final decision-making authority if the matter relates to the development, manufacture or Trademarks of the Product.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -32-\n\n6. Fees, Milestones and Royalties.   6.1 Up-Front Payment. In consideration for work previously undertaken by PPI in respect of the Product, the Parties acknowledge that EKR has  paid a non-refundable, non-creditable up front payment of $[**] to PPI pursuant to the Original Agreement.   6.2 Deferred Milestone Payments. As further consideration for the work previously undertaken by PPI and in consideration for the license and grant of the Distribution Rights to EKR under this Agreement, EKR shall pay to PPI the following milestone payments (the \"Deferred  Milestone Payments\") on the date when due:\n\nDeferred Milestone   Due Date $[**] (the \"First Deferred Milestone\")\n\n\n\nThe Parties acknowledge that EKR has paid  the First Deferred Milestone to PPI prior to  the Agreement Date.\n\n$[**] (the \"Second Deferred Milestone\")\n\n\n\nWithin three (3) days of the Agreement Date,  E K R  s h a l l  p a y  t h e  S e c o n d  D e f e r r e d   Milestone.\n\n6.3 Advanced Royalty Payment to PPI.\n\n  (a) Within three (3) days of the Agreement Date, EKR shall make an advanced Royalty payment to PPI of $[**] (the \"Advanced  Royalty Payment\"), which will be offset against EKR's payment obligations or otherwise repaid to EKR as set forth below  in this Section 6.3.\n\n  (b) Offsets and/or repayment of the Advanced Royalty Payment shall commence on [**] and shall continue, unless sooner  paid, through [**] (the \"Royalty Offset Period\") and such offsets will be taken by EKR (and such repayment will be made  by PPI) as follows:\n\n\n\n(i) by a reduction in Royalties due under Section 6.4 of this Agreement of $[**] for each [**] mg vial of Product sold  during the Royalty Offset Period and $[**] for each [**] mg Vial of Product sold during the Royalty Offset Period  (collectively the \"Royalty Offset\") which amounts shall be deducted by EKR from any Royalty payments due PPI  and reflected in the quarterly and annual reports required in Section 6.5 of this Agreement;\n\n\n\n\n\n\n\n\n\n   -33-\n\n\n\n(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\n\n  (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.\n\n\n\n\n\n\n\n   -34-\n\n\n\n(c) Notwithstanding Section 6.3(b), effective July 1, 2013, the balance of the Advanced Royalty Payment that is available for subsequent offsets and/or repayments under Section 6.3(b) above shall be reduced to the lesser of (x) $[**] or (y) the  actual amount of such balance as calculated based upon any payments and offsets deducted to date from the beginning  Advanced Royalty Payment balance of $[**], as outlined in clauses (i) and (ii) of Section 6.3(b) above. As of [**] the  balance of the Advanced Royalty Payment shall have been deemed repaid in full by PPI and no additional offsets to or  repayments of the Royalties shall thereafter be applied for any reason.\n\n\n\n(d) 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.\n\n\n\n\n\n\n\n\n\n   -35-\n\n  (e) 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.\n\n  (f) For the avoidance of doubt, the Royalty Offset described in clause (i) of Section 6.3(b) shall not be applied against any Additional Royalty due PPI pursuant to Section 6.4.   6.4 Royalties. As further consideration for the license and grant of Distribution Rights and other rights under this Agreement, EKR shall pay to PPI a royalty (\"Royalty\") equal to (a) $[**] for each [**] mg Vial of Product sold during the Term and $[**] for each [**] mg Vial of Product  sold during the Term (the \"Minimum Royalty\")  plus (b) an additional [**]% of any post Effective Date incremental price increase  implemented by EKR over the Current Base Price of $[**] for the [**] mg Vial and $[**] for the [**] mg Vial (the \"Additional Royalty\");  provided, however, that Additional Royalty shall not be payable to the extent that the sum of (i) the Minimum Royalty and Additional  Royalty payable hereunder and (ii) the Supply Price (as defined in the Supply Agreement) shall at any time during the Term exceed [**]  percent ([**]%) of the net average selling price of the Product (the \"Royalty Cap\"); provided, however, that the Royalty Cap shall be [**]  percent ([**]%) of the net average selling price of the Product during certain periods as described in Section 6.3(e) above. EKR shall be  entitled to offset certain amounts from Royalties payable hereunder as set forth in Section 6.3(b) above. Royalties on other presentations and dosages which hereafter receive Marketing Authorization in any country of the Territory shall be negotiated in good faith by the  parties in a manner consistent with the Royalty currently being paid by EKR as of the date of the receipt of Marketing Authorization for  such new presentations and dosages.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -36-\n\n6.5 Quarterly Reports and Annual Reports. Within 30 days of the end of each Quarter and within sixty (60) days of the end of each Calendar Year during the Term of this Agreement EKR shall send to PPI a statement setting out in respect of each country in the Territory in which  Product is sold, details of Product sold during the previous Quarter or Calendar Year, as applicable, itemized by presentation form, quantity,  total gross receipts, itemized deductions which are applied to achieve the Net Sales figure, and Net Sales of Product. The statement shall  (where appropriate) show:     (a) the total Net Sales for each country expressed both in local currency and in Dollars and the conversion rate used;\n\n  (b) the total number of Vials sold in each country (less properly rejected, returned or recalled Vials) for each of the [**] mg  Product and the [**] mg Product (the \"Unit Sales\");\n\n  (c) the applicable Royalty rate multiplied by the Unit Sales for each of the [**]mg and [**] mg Products in that Quarter  (\"Prepayment\") (or in that Calendar Year, as applicable);     (d) any Additional Royalties due in that Quarter (or for such Calendar Year);\n\n  (e) the total Royalties payable on those Unit Sales (subject to the Royalty Cap) in accordance with Section 6.4, and any  deductions taken pursuant to Section 6.3.   6.6 Payment. EKR shall pay to PPI, any Minimum Royalties and Additional Royalties due within forty-five (45) days of the end of each Quarter as the case may be subject to reconciliation at the end of each Calendar Year as set forth in Section 6.9.   6.7 Reserved.   6.8 Reserved.   6.9 Reconciliation. Within forty-five (45) days of the end of each Contract Year, there shall be a reconciliation between the sums paid under  Section 6.6 and the Royalties payable under Section 6.4, and any payment due (or in the event of an overpayment by EKR to PPI) such  amounts shall be paid by one Party to the other within thirty (30) days of the resolution of such reconciliation.\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -37-\n\n6.10 Withholdings. In the event that a Party is required under the laws of a country or other political subdivision of competent jurisdiction to withhold any tax to the tax or revenue authorities in such jurisdiction in connection with any payment to the other Party, such amount shall  be deducted from the payment to be made by such withholding Party; provided that the withholding Party shall take reasonable and lawful  actions to avoid and minimize such withholding and promptly notify the other Party so that the other Party may take lawful actions to avoid  and minimize such withholding. The withholding Party shall promptly furnish the other Party with copies of any tax certificate or other  documentation evidencing such withholding as necessary to satisfy the requirements of the appropriate regulatory authority related to any  application by such other Party for foreign tax credit for such payment. Each Party agrees to reasonably cooperate with the other Party in  claiming exemptions from such deductions or withholdings under any agreement or treaty from time to time in effect.\n\n7. Payment, Accounting, Audit Rights.   7.1 Currency. Unless otherwise agreed between the Parties, all payments to be made hereunder shall be made in US Dollars. Net Sales shall be determined in the currency in which the Product was sold and shall, if necessary, be converted into US Dollars using the noon buying rate  as published in the Wall Street Journal for the last day of the Quarter for which such payment is being determined.   7.2 Maintenance of Records. EKR shall maintain and shall procure the maintenance of accurate and up to date records and books of account  showing the quantity, description and value of the Products supplied in each country of the Territory during the previous six (6) Calendar  Years.   7.3 Inspection. 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\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -38-\n\n\n\nand books referred to in Section 7.2. Such inspection shall be undertaken by an independent auditor appointed by PPI and reasonably  acceptable to EKR for the purpose of verifying the accuracy of any statement or report given by EKR to PPI and/or the amount of Royalties  due. Upon completion of such inspection, PPI shall not be entitled to inspect nor shall EKR be required to make available the records and  books for any Calendar Year for which such inspection was previously undertaken.   7.4 Confidentiality. PPI shall procure that any independent auditor appointed under Section 7.4 shall maintain all information and materials  received, directly or indirectly, by it from EKR in strict confidence and shall not use or disclose the same to any Third Party nor to PPI save  for the sole purpose of conducting the audit pursuant to this Section.   7.5 Audit. In the event that an auditor appointed pursuant to this Section concludes that there has been an underpayment or overpayment, PPI shall deliver to EKR a copy of such auditor's report. Any deficit payable by EKR or any excess refundable by PPI shall be payable within 30  days of EKR's receipt of such report. The fees charged by such auditor shall be payable by PPI, provided that if the audit reveals that  payments due to PPI for any Calendar Year have been understated by more than [**]%, the fees charged by such auditor shall be payable  by EKR.   7.6 Interest. Should any amount not be paid by either Party on or before the due date for payment interest on such unpaid amount at the rate of [**]% above the prime lending rate of Citibank, N.A. (or its successor in interest) in effect from time to time and such interest shall be  calculated and payable in respect of the period from the date such amount is due until the date payment in full is received in cleared funds.\n\n8. Intellectual Property and Trademarks.   8.1 Limitation of License. Except as set out in this Agreement, all right, title and interest in the PPI IP or Trademarks shall belong to PPI and EKR shall not have any right, title or interest in the PPI IP or Trademarks.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -39-\n\n8.2 Trademark Standards. EKR shall use the Trademarks in a manner which conforms to the reasonable directions and standards notified to it  by PPI from time to time and not do anything which could, in the PPI's reasonable opinion, bring the Trademarks or PPI into disrepute or  otherwise damage the goodwill attaching to the Trademarks.   8.3 Maintenance of Trademarks. PPI shall, at its own cost, take all steps required to maintain those registrations for the Trademarks subsisting at the Effective Date, and prosecute any applications subsisting at the Effective Date for registration of the Trademarks through to grant  (including oppositions thereto) in each country of the Territory.   8.4 Additional Trademark Registrations. EKR may request that PPI use reasonable efforts to obtain Trademark registrations in respect of the Trademarks, in classifications which cover the Product, in any countries in the Territory. PPI shall promptly notify EKR if it does not intend  to make or pursue any such Trademark registration in any of the countries in the Territory and EKR shall thereafter be entitled to make  applications for such Trademark registrations in its own name.   8.5 Domain Names. EKR shall have the right during the Term to register domain names in its own name specific to the countries comprised in  the Territory that incorporate the Trademark.   8.6 Improvements. PPI Improvements shall be owned by PPI and be licensed to EKR hereunder. 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. Joint Improvements  shall be owned jointly by the Parties, and PPI's interest therein shall be licensed to EKR hereunder.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -40-\n\n9. Representations and Warranties.   9.1 Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party as of the Effective Date, that:\n\n  (a) Organization. Such Party is duly organized and validly existing and in good standing of the laws of the jurisdiction of its  incorporation and it has full power and authority and legal right to enter into this Agreement and perform the obligations  under it;\n\n  (b) Authorization. Such Party has taken all corporate action such that the execution and delivery of this Agreement and the  consummation of the transaction contemplated hereby has been duly authorized by all necessary actions;\n\n  (c) Valid Obligation. This Agreement is a legal and valid obligation of such Party, binding on each of the Parties and  enforceable in accordance with its terms;\n\n\n\n(d) Execution and Delivery. The execution and entry into and exercise of the respective rights and obligations under this  Agreement including the granting of rights to the other Party pursuant to this Agreement do not, and will not conflict with,  or violate any provision of any agreement or other instrument or document to which it is Party or affect or be in conflict  with or result in the breach of or constitute a default under any such agreement, instrument or document or conflict with  any rights granted by such Party to any Third Party or breach any obligation that such Party has to any Third Party; and\n\n\n\n(e) Debarment. It is not currently debarred, suspended or otherwise excluded by the United States, under any Federal law,  including, without limitation, the Generic Drug Enforcement Act of 1992, or by any other country in the Territory under any  analogous law, rule or regulation, and does not and will not use in any capacity the services of any person debarred under  applicable law, rule or regulation, in the Territory in the performance of its obligations under this Agreement.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -41-\n\n9.2 Representations and Warranties of PPI. PPI hereby represents and warrants to EKR as of the Effective Date that:\n\n\n\n(a) Ownership; Validity. It is the owner of, or has exclusive rights to, all of the PPI IP and Trademarks in existence on the  Effective Date, and has the exclusive right to grant the Distribution Rights and other rights granted under this Agreement.  All of the PPI Patents in existence on the Effective Date are valid, enforceable, in full force and effect and have been  maintained to date and are not the subject to any interference or opposition procedures. All of the PPI Patents listed in the  Orange Book are properly filed in accordance with Applicable Laws;\n\n  (b) Third Party Interests. There are no Third Party interests or rights in the PPI IP or Trademarks that may prevent, encumber or  restrict the exercise by EKR of the Distribution Rights or other rights granted under this Agreement.\n\n  (c) Third Party Infringement. No Third Party is infringing or has infringed the intellectual property rights of PPI in any of the  PPI IP or Trademarks;\n\n\n\n(d) Distribution Rights and other Rights. That neither the Products, the exercise of EKR's Distribution Rights and other rights  granted under this Agreement or the manufacture of the Products as contemplated by this Agreement or the Supply  Agreement do not and will not infringe or conflict with any Third Party intellectual property rights and EKR will not incur  any obligation to any Third Party by the exercise of the rights granted hereunder;\n\n  (e) Renewal and Maintenance Fees. All renewal and maintenance fees and all steps necessary for the filing, prosecution and  maintenance of the PPI\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -42-\n\n  Patents and Trademarks due and payable as of the Effective Date have been paid or taken and there are no actions due  within 180 days of the Effective Date;\n\n  (f) Trademarks. The Trademarks are the only trademarks, trade dress or service marks related to the Product that are owned by  PPI or licensed by PPI (with the right to sublicense);\n\n  (g) Adverse Events. To its knowledge and belief all information, data and Third Party notices in relation to adverse events  serious adverse events or recalls with respect to the Product and of which PPI is aware have been disclosed by PPI to EKR;\n\n\n\n(h) Access to Documents. PPI has provided EKR or given EKR access to true, complete and unredacted copies of all (i)  regulatory documentation or (ii) material agreements between PPI and any Third Party including all effective amendments  to any such agreements which in any event (A) affects or may affect EKR's rights under this Agreement or (B) relates to the Product;\n\n  (i) No Brokers. Neither PPI nor any office, director or agent of PPI has employed any broker, finder or agent with respect to  this Agreement or the transactions contemplated hereby;\n\n  (j) Right to License. PPI has the right to use and license PPI IP and Trademarks free and clear of any material liens, security,  interests, licenses, obligations, transfer agreements, enforceable claims or encumbrances;\n\n\n\n(k) Litigation. There is no litigation, arbitration, proceeding, governmental investigation, action or claim of any Third Party or  to the knowledge of PPI threatened by or against PPI relating specifically to the PPI IP, or the Trademarks which would  impede, impair, restrict or interfere with the rights granted EKR hereunder or the ability of PPI to perform its obligations  hereunder; and\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -43-\n\n  (l) Customer Lists. PPI has or prior to the Effective Date will have provided EKR with complete and accurate lists of the names  and addresses of all material customers and suppliers of the Products.\n\n\n\n(m) Permits. PPI has and shall maintain at all times during the Term all necessary license, permits, records and authorizations  required by Applicable Laws necessary to perform its obligations hereunder and shall observe and comply with all  Applicable Laws, ordinances, rules and regulations including those of the applicable Regulatory Authorities and  governmental entities including but not limited to DEA in the performance of its obligations hereunder.\n\n\n\n(n) ICS Agreement. All amounts due under the ICS Agreement as of or prior to the Effective Date have been paid in full. PPI is  not in, nor has PPI given or received notice of, any default or claimed, purported or alleged default, or facts that, with notice  or lapse of time, or both, would constitute a default (or give rise to a termination right) on the part of any person in the performance of any obligation to be performed under the ICS Agreement. A true and complete copy of the ICS Agreement,  including any amendments thereto, has been delivered to EKR.\n\n10. Liability, Insurance and Indemnities   10.1 Indemnification of EKR. PPI shall be liable for and shall defend, indemnify and hold harmless EKR and its Affiliates and their officers, directors, agents, representatives, consultants and employees (individually an \"EKR Indemnified Party\"  and collectively the \"EKR  Indemnified Parties\") and any of them from and against any and all Claims (as defined below), arising in connection with or relating to:\n\n  (a) The development, manufacture, sale and supply of the Product prior to the Effective Date (including Claims arising after the  Effective Date to the extent they are based on events occurring prior to the Effective Date);\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -44-\n\n\n\n(b) The manufacture of the Product by or on behalf of PPI (including, but not limited to, any manufacture of Product or any  other product by EKR for the Other PPI Customers pursuant to Section 3.20(l)) except to the extent that such Claims arise  from (i) the negligence or willful misconduct of EKR or its Affiliates, (ii) the breach by EKR of the terms of this Agreement  or (iii) the manufacture of Product by EKR in accordance with EKR's exercise Step-in Right for supply of Product to EKR or  its Affiliates;     (c) Claims which arise outside the Territory (except to the extent that the Claim has arisen from any act or omission by EKR);\n\n  (d) A breach by PPI of any representation, warranty, covenant or agreement contained in this Agreement, the Supply  Agreement or the Transition Services and Inventory Agreement;\n\n  (e) PPI's failure to comply with any Applicable Law in connection with the performance of its obligations hereunder or under  the Supply Agreement or the Transition Services and Inventory Agreement, or prior to the Effective Date; and     (f) Any Claims related to Product sold by parties other than EKR prior or subsequent to the Effective Date.\n\n  (g) Liabilities arising under the ICS Agreement prior to the Effective Date and subsequent to the Effective Date for Products  sold by parties other than EKR or under the direction of EKR or arising under the Transition Services and Inventory  Agreement.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -45-\n\n10.2 Indemnification of PPI. EKR shall be liable for and shall defend, indemnify and hold harmless PPI from and against any and all Claims  arising from (i) EKR's exercise of the Distribution Rights or arising under the Transition Services and Inventory Agreement, (ii) a breach by  EKR of any representation, warranty, covenant or agreement contained in this Agreement, the Supply Agreement or the Transitions  Services and Inventory Agreement, or (iii) EKR's failure to comply with Applicable Laws in connection with its performance of its  obligations hereunder, or (iv) Claims related to the manufacture of Products by EKR or by a Third Party Manufacturer designated by EKR  pursuant to Section 11.5 of the Supply Agreement, except to the extent that such Claims:     (a) relate to any act or circumstance occurring prior to the Effective Date;\n\n  (b) relate to Intellectual Property infringement proceedings with Third Parties in connection with the PPI IP and Trademarks  (except to the extent that the Claim has arisen from EKR's use of the PPI IP or Trademarks other than in accordance with  this Agreement);     (c) arise outside the Territory (except to the extent that the Claim has arisen from any act or omission by EKR);     (d) relate to the development or manufacture of the Product by PPI or its Affiliates or its or their agents or sub-contractors;     (e) Arise under the ICS Agreement after the Effective Date for Products sold by EKR.\n\n  (f) result from the negligence, willful default or material breach of any representation or warranty given under this Agreement,  the Supply Agreement, or the Transition Services and Inventory Agreement by PPI, its Affiliates or sub-contractors; or     (g) are the responsibility of PPI under Section 10.1 above.\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -46-\n\n10.3 Conditions to Indemnification. Promptly after receipt by a Party of any Claim or alleged claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in this Section 10 may apply, the indemnified  Party shall give written notice to the indemnifying Party of such fact. The indemnifying Party shall have the option to assume the defense  thereof by election in writing within thirty (30) days of receipt of such notice. If the indemnifying Party fails to make such election, the  indemnified Party may assume such defense and the indemnifying Party will be liable for reasonable legal and other expenses subsequently  incurred in connection with such defense. The Parties will co-operate in good faith in the conduct of any defense, provide such reasonable  assistance as may be required to enable any Claim to be properly defended, and the Party with conduct of the action shall provide promptly  to the other Party copies of all proceedings relating to such action.   10.4 Assumption of Defense. Should the indemnifying Party assume conduct of the defense:\n\n  (a) the indemnified Party may retain separate legal advisors in the event that it reasonably concludes that it may have defenses  available to it which are additional to, different from or inconsistent with those available to the indemnifying Party, in which  case the indemnifying Party shall not be liable for the indemnified Party's reasonable costs and expenses so incurred; and\n\n\n\n(b) the indemnifying Party will not, except with the consent of the indemnified Party (such consent not be unreasonably  withheld or delayed), consent to the entry of any judgment or enter into any settlement (other than for the payment of  damages by the indemnifying Party, which includes as an unconditional term a release from the claimant to the indemnified  Party from all liability in respect of all claims).\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -47-\n\n10.5 Settlement of Claims. The indemnified Party shall not admit liability in respect of, or compromise or settle any such action without the prior  written consent of the indemnifying Party, such consent not to be unreasonably withheld or delayed.   10.6 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 $[**] per occurrence. Such insurance shall be with a reputable insurance company and where  reasonably possible (taking into account the availability of such insurance) shall be maintained for not less than [**] ([**]) years following  the expiry or termination of this Agreement. During the Term, neither Party shall do or omit to do any act, matter or thing which could  prejudice or render voidable any such insurance. Each Party will provide to the other Party evidence of its insurance and thirty (30) days  prior written notice of any cancellation of its coverage or reduction in coverage from the requirements stated herein.   10.7 Third Party Liability. Each of the Parties shall be liable to the other for legal liability to Third Parties in respect of all claims, actions,  judgments, damages, lawsuits, costs or expenses or professional fees for death or personal injury incurred by such other Party in relation to  or arising out of any breach of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement by the first  Party or of any gross negligence or willful act of the first Party, or its employees in the course of their employment.   10.8 PPI Liability Limitation. Any and all liability of PPI to EKR howsoever arising in respect of this Agreement, the Transition Services and Inventory Agreement or the Supply Agreement and their performance, in contract tort or otherwise, shall be limited (except for death or  personal injury caused by the negligence of PPI or its employees while acting in the course of their employment) to [**] US Dollars ($[**]);  provided\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -48-\n\n  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.   10.9 EKR Liability Limitation. Any and all liability of EKR to PPI 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 EKR or its employees while acting in the course of their employment, and except in relation to  any specified payment, lump sum, milestone or royalty payment unpaid) to [**] US Dollars ($[**]); provided however that such limitation  shall not apply to the extent that PPI or any PPI 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.   10.10 Limitation of Damages. 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.   10.11 Definition of Claims. In this Section 10, \"Claims\" shall mean any and all claims, actions, demands, losses, damages, costs and reasonable  expenses (including, without limitation, reasonable legal and expert fees) made or brought by Third Parties.\n\n11. Confidentiality, Press Releases and Publications   11.1 Confidential Information. PPI and EKR undertake to each other to keep confidential, and to procure that their respective Affiliates, employees, directors, officers, contractors, lawyers and accountants (including those of their Affiliates) keep confidential, Confidential  Information disclosed to it by or belonging to the other Party.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -49-\n\n11.2 Third Party Disclosure. Any Confidential Information received from the other Party shall not be disclosed to any Third Party or used for  any purpose other than as provided or specifically envisaged by this Agreement or as required in connection with any securities offering,  financing, merger, acquisition or other corporate transaction involving such Party provided that any Party to whom such disclosure is made  is bound by obligations as to confidentiality that are at least as protective of Confidential Information as those contained herein.   11.3 Duration. The confidentiality and non-use obligations contained in this Agreement shall continue for the duration of this Agreement and  for a period of [**] ([**]) years after termination for any reason of this Agreement.   11.4 Public Announcements. The Parties shall consult with each other, in advance, with regard to the terms of all proposed press releases,  public announcements and other public statements with respect to the transactions contemplated under this Agreement. The Parties  acknowledge that they have issued a joint press release in the form set out in Schedule VI of this Agreement.   11.5 Exceptions to Disclosure of Confidential Information. The Confidential Information may be disclosed by the other Parties to the extent that such disclosure has been ordered by a court of law or directed by a governmental authority, provided that, wherever practicable, the Party  disclosing the Confidential Information has been given sufficient written notice in advance to the other Party to enable it to seek protection  or confidential treatment of such Confidential Information, and may be disclosed only to the extent that such disclosure has been so  ordered or directed.\n\n12. Patents   12.1 Maintenance. PPI shall pay all costs and expenses of the filing, prosecution and maintenance of the PPI Patents in each country of the Territory so as to maintain the\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -50-\n\n  PPI Patents in full force and effect. PPI will consult with EKR with respect to any notice from or correspondence with the USPTO or any  other governmental entity with respect thereto and the development, filing and prosecution of any subdivisions, continuations,  continuations in part or additional applications related to the Product for use in the Field in the Territory.\n\n13. Infringement of Third Party Rights  13.1 Notice of Infringement. In the event of a Party becoming aware that the exercise of either Party's rights and obligations pursuant to this  Agreement are infringing or may infringe the rights of a Third Party, it will promptly notify the other Party and provide it with such details  of the Third Party rights and the extent of the infringement as are known to it.   13.2 Infringement of Third Party IP. In the event a claim of infringement of a Third Party's intellectual property rights arising out of the manufacture, use, sale, promotion or distribution of the Products is brought against either Party, PPI shall defend such action at its cost  and expense and take one or more of the following actions simultaneously or sequentially:\n\n  (a) Defend the claim and indemnify and hold harmless EKR, its Affiliates, officers, directors, shareholders, employees,  representations, consultants and agents (the \"EKR Infringement Indemnitees\") as set forth in Section 13.3 below.\n\n  (b) Obtain for itself as the benefit of EKR the right through license or otherwise to utilize the technology upon which the claim  of infringement was based. Such rights obtained by PPI from a Third Party under this Section 13.2 shall be licensed or  sublicensed to EKR at no additional cost to EKR.   13.3 Infringement Indemnification. Notwithstanding any other provisions of this Agreement, PPI will defend, indemnify and hold harmless the  EKR Infringement\n\n\n\n\n\n\n\n\n\n\n\n   -51-\n\n\n\nIndemnitees from and against all liabilities, losses, damages, actions, claims and expenses suffered or incurred by the EKR Infringement  Indemnitees (including reasonable attorneys fees, court costs and expert witnesses' fees) resulting from any claims by any Third Party that  EKR's exercise during the Term of the rights granted under this Agreement infringes or violates any license, patent, copyright, trademark or  other intellectual property right of that Third Party.\n\n14. Infringement of PPI IP  14.1 Notice of Infringement. In the event that either Party becomes aware of any actual or suspected infringement or misuse of the PPI IP or Trademarks in the Territory by a Third Party (\"Third Party Infringement\"), it shall promptly notify the other Party and provide it with all  details thereof in its possession.   14.2 Infringement Action. Within a reasonable time of becoming aware of such Third Party Infringement, the Parties shall consult with each  other and their respective counsel to develop a strategy for addressing the Third Party Infringement. In the event the Parties agree to the  legal action to stop the Third Party Infringement, they shall agree upon legal counsel to prosecute such action and unless the Parties  otherwise agree, PPI shall prosecute the action at its cost and expense. EKR shall provide all such assistance at PPI's cost and expense as  PPI may reasonably require in the prosecution or defense of any such proceedings.   14.3 Awards. Any damages, award or settlement monies actually received by PPI in respect to such infringement and paid in compensation for  sales lost by EKR shall be deemed Net Sales and be paid to EKR, subject to PPI deducting its costs and expenses in pursuing such  infringement from such damages, award or settlement actually received. Any damages, award or settlement monies actually received by PPI  in respect to such infringement and not paid in compensation for sales lost by EKR shall be shared equally by the Parties.\n\n\n\n\n\n\n\n\n\n   -52-\n\n14.4 Non Participation. 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. The selection of counsel and all other material decisions with respect to such action shall be subject to EKR's prior, written  approval, such approval not to be unreasonably withheld. In addition, EKR shall have the right to discontinue the prosecution of any such  action at any time upon written notice to PPI. Except as provided above in this Section 14.4, PPI shall have control of such action but shall  consult with EKR regarding the conduct of such action and shall not settle such action without the prior written consent of EKR, which  consent shall not be unreasonably withheld, and EKR may, in such instance, retain any award or settlement in its entirety. Notwithstanding  the foregoing, PPI shall offer reasonable assistance to EKR at no charge except for reimbursement of reasonable out of pocket expense  including reasonable attorneys fees.   14.5 Cooperation. Each Party shall keep the other Party reasonably informed and consult with the other Party with regard to any infringement action under this Article 14.\n\n15. Term   15.1 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\"). 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. As used herein \"Term\" refers to the Initial Term and any renewal terms.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -53-\n\n16. Termination   16.1 Prior Termination by Either Party. Either Party shall be entitled forthwith to terminate this Agreement by notice to the other if:\n\n  (a) the other Party commits a material breach of any material obligation under this Agreement or the Supply Agreement, and in  the case of a breach which is capable of remedy fails to remedy it within sixty (60) days of receipt of notice from the first  Party of such breach and of its intention to exercise its rights under this Section; or\n\n\n\n(b) any representation or warranty made herein or in the Supply Agreement by such other Party proves to be incorrect when  made which has a material adverse effect on the performance of the other Party's obligations hereunder and in the case of a  breach which is capable of remedy fails to remedy it within sixty (60) days of receipt of notice from the first Party of such  breach and of its intention to exercise its rights under this Section; or\n\n\n\n(c) the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the other Party in an  involuntary case under the United States Bankruptcy Code, as now constituted or hereafter amended, or any other  applicable foreign, federal or state insolvency or other similar law and the continuance of any such decree or order  unstayed and in effect for a period of sixty (60) consecutive days; or\n\n  (d) the filing by the other Party of a petition for relief under the United States Bankruptcy Code, as now constituted or  hereafter amended, or any other applicable foreign, federal or state insolvency law or other similar law; or\n\n  (e) the other Party becomes insolvent or takes the benefit of any statute for insolvent debtors or any steps are taken or  proceedings commenced by any person for the dissolution, winding-up or other termination of such other Party's existence  or the liquidation of its assets; or\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -54-\n\n  (f) a trustee, receiver, receiver-manager or like person is appointed with respect to the business or assets of the other Party; or\n\n  (g) the other Party proposes or makes any composition or arrangement or composition with, or any assignment for the benefit  of, its creditors; or\n\n  (h) anything analogous to any of the events described in Sections 16.1(c)-(k) - 16.1.6, inclusive, occurs under the laws of any applicable jurisdiction; or     (i) the other Party ceases or threatens to cease to carry on the whole or any material part of its business; or\n\n\n\n(j) for reasons unrelated to any breach of either Parties' duties or obligations under or in connection with this Agreement, the  other Party is prevented from performing any of its material obligations hereunder by any law, governmental or other action  (other than laws of general application) and has not resumed performance in compliance with all Applicable Laws within  one hundred twenty (120) days following the date on which such performance was first provided; or     (k) in accordance with Section 18.2 below.   16.2 Prior Termination by PPI.     (a) Reserved.\n\n  (b) PPI may terminate this Agreement with immediate effect in any country of the Territory where EKR is obligated to launch  the Product pursuant to Section 4.5 if within [**] months of the receipt of the Marketing Authorization for such country,  EKR has not made its first Commercial Launch of the Product in that country.\n\n  (c) In the event PPI has terminated the Supply Agreement pursuant to Section 10.2 thereof and EKR or its designee is  manufacturing Products pursuant to Section 11.5 of the Supply Agreement, PPI shall have the right to terminate such rights  of manufacture and this Agreement upon thirty (30)\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -55-\n\n  days prior, written notice to EKR only in the event Royalties and Additional Royalties paid hereunder in any one year  period following the date of such termination are less than $[**], unless the difference between $[**] and the actual  Royalties and Additional Royalties paid by EKR is paid to PPI within thirty (30) days of notice of such termination.   16.3 Prior Termination by EKR.\n\n  (a) EKR may terminate this Agreement with immediate effect in any country of the Territory if the Products are withdrawn from  the market in such country of the Territory as a result of regulatory action by FDA or other governmental entities or there  are significant adverse reactions from use of the Products.     (b) EKR may terminate this Agreement for convenience at any time upon [**] ([**]) days prior, written notice to PPI.   16.4 Effect of Termination. The termination or expiration of this Agreement shall not release either of the Parties from any liability which at the  time of termination or expiry has already accrued to the other Party, nor affect in any way the survival of any other right, duty or obligation  of the Parties which is expressly stated elsewhere in this Agreement to survive such termination or expiry.\n\n17. Consequences of Termination   17.1 Upon termination of this Agreement for any reason except as set forth in Section 17.4 below (and, if applicable, in respect of that country in  respect of which termination occurs):\n\n  (a) the licenses and rights granted and appointments made under Sections 2.1, 2.2 and 2.3 shall terminate and EKR shall (and  shall procure that its Affiliates, sub-distributors and sub-licensees shall) cease all activities licensed or appointed  hereunder, subject to Sections 17.2 and 17.3;\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -56-\n\n\n\n(b) the following provisions of this Agreement shall continue in full force and effect: Article 1 (\"Definitions\"), Section 3.20(k),  Section 3.20(l), Article 9 (\"Representations and Warranties\"), Article 10 (\"Liability, Insurance and Indemnities\") (excluding  Section 10.6 (\"Insurance\")), Article 11 (\"Confidentiality, Press Releases and Publications\"), Article 13 (\"Infringement of  Third Party Rights\"), Section 16.4 (\"Effect of Termination\"), Article 17 (\"Consequences of Termination\"), Article 18 (\"Force  Majeure\"), Article 19 (\"Notices\"), Article 20 (\"Assignment and Change of Control\") and Article 21 (\"General Provisions\");     (c) EKR shall return to PPI all PPI IP in its possession;     (d) EKR shall assign to PPI free of charge any domain name registrations it has registered pursuant to Section 8.5; and\n\n  (e) Except in the event of termination of this Agreement by EKR pursuant to Section 16.1(a), EKR shall promptly transfer to PPI  or its nominee, each and every Marketing Authorization (to the extent not held by PPI) relating to the Product, together  with all communications with the relevant Regulatory Authorities, and all notes and record thereof.   17.2 Sale of Remaining Inventory. Where this Agreement has expired or has been terminated for any reason other than by PPI in accordance  with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates and sub-distributors and sales agents shall be entitled  to continue to sell existing stocks of the Product in the Territory for a period of not longer than 12 months following the date of termination,  provided that, EKR continues to make any Royalty payments due to PPI in respect of such sales in accordance with the provisions of this  Agreement.   17.3 Other Rights upon Termination. In the event that this Agreement is terminated by PPI in accordance with Section 16.1 or EKR in accordance with Section 16.3(b), EKR and its Affiliates, sub-distributors and sub-licensees shall be entitled to continue to sell\n\n\n\n\n\n\n\n   -57-\n\n\n\nexisting stocks of the Product in the Territory for so long as PPI deems necessary to ensure that sale of the Product is not disrupted  provided that EKR and its Affiliates shall cease such sale immediately upon notification from PPI and in any event EKR shall not so sell for  a period of longer than three (3) months following the date of termination. Immediately upon notification from PPI, such post termination  sales shall cease.   17.4 Other Remedies of EKR. Notwithstanding anything contained herein to the contrary, in the event that EKR is entitled to exercise its right to terminate this Agreement pursuant to Section 16.1(a), in addition to the right to terminate as provided therein and any other remedies EKR  may have hereunder, PPI shall assist EKR in the transfer of the manufacture of the Products, including the Specifications from PPI to EKR  or EKR's designee. In such event, the Royalty payments payable hereunder shall continue to be paid; provided,  however, that all costs  incurred by EKR in the transfer of manufacturing information from PPI and obtaining FDA approval of the manufacture of the Products by  EKR or EKR's designee, and any other amounts due to EKR, shall be deducted from any royalties payable to PPI. In addition, PPI shall  during the remainder of the Term and for a period of up to [**] ([**]) years thereafter continue to manufacture and supply the Product to  EKR at cost without mark-up until such time that EKR can secure an FDA approved manufacturing facility for the Product. PPI shall provide such advice as necessary for EKR to arrange for an alternative manufacturer and shall provide EKR with access to all relevant PPI  Know-How, and any other information necessary for EKR to transfer such manufacturing to an alternate manufacturer. In addition, (i) PPI  shall transfer to EKR any Marketing Authorizations held by PPI and (ii) the Trademark license granted under Section 2.3 shall continue in  effect following such termination on a perpetual basis and EKR shall be responsible for all costs associated with the maintenance of such  Trademark.\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -58-\n\n17.5 EKR Step-In Rights.\n\n\n\n(a) 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. The Step-in Right Notice shall specify the date which EKR intends to exercise the rights  associated with the Step-in Right.\n\n  (b) In the event EKR exercises the Step-in Right, PPI shall, at EKR's cost and expense, cooperate in the exercise of such rights  and EKR shall reimburse PPI for the reasonable costs PPI incurs in assisting EKR in the exercise of such rights within thirty  (30) days of EKR's receipt of invoice.\n\n\n\n(c) The Step-in Right shall include, without limitation, and to the extent allowable under Applicable Law, PPI's grant to EKR of  such additional license rights, rights of access, rights of observation and rights of management, direction and control, in  each case solely with respect to the manufacture and supply of Product and as reasonably necessary to enable and permit  EKR (or EKR's designee) to ensure that the supply of Product shall continue to be available to EKR under this Agreement  and the Supply Agreement; provided that EKR in exercising the Step-in Right shall not (i) unreasonably interfere with PPI's  other activities at the facilities at which the Product is manufactured, tested, labeled, stored or\n\n\n\n\n\n\n\n\n\n   -59-\n\n\n\notherwise handled (\"Product Facilities\") or (ii) require PPI to take any action or fail to take any action that does or could  reasonably be expected to interfere with PPI's other activities at the Product Facilities. The foregoing rights shall apply  with respect to any Product Facility to the extent necessary for EKR to preserve and protect supply of the Product as  contemplated by this Agreement and the Supply Agreement. For the avoidance of doubt, (i) upon termination of the Lease  Term, PPI shall maintain responsibility and control over all other products manufactured by PPI and nothing in this Section  17.5 shall give EKR any rights to direct, manage or control the manufacture of such products (ii) PPI shall maintain  responsibility and control over the facilities where Product is manufactured, tested, labeled, stored or otherwise handled  and nothing in this Section 17.5 shall give EKR general oversight or control of the facilities where Product is manufactured,  tested, labeled, stored or otherwise handled.\n\n  (d) In the event EKR exercises the Step-in Right, EKR shall comply with all policies applicable to the facilities where Product is  manufactured, tested, labeled, stored or otherwise handled and all Applicable Laws with respect to the manufacture of the  Product.\n\n18. Force Majeure   18.1 Obligation to Perform. Except for payment obligations which shall not be excused or affected by any Force Majeure, neither Party shall be entitled to terminate this Agreement or shall be liable to the other under this Agreement for loss or damages attributable to any Force  Majeure, provided the Party affected shall give prompt notice thereof to the other Party. Subject to Section 18.2, the Party giving such  notice shall be excused from such of its obligations hereunder for so long as it continues to be affected by Force Majeure.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -60-\n\n18.2 Duration. If such Force Majeure continues unabated for a period of at least ninety (90) days, the Parties will meet to discuss in good faith  what actions to take or what modifications should be made to this Agreement as a consequence of such Force Majeure in order to alleviate  its consequences on the affected Party. If the affected Party is prevented by reason of any circumstances referred to in this Section of this  Agreement from performing any of its obligations hereunder for a continuous period of six (6) months the other Party may terminate this  Agreement.\n\n19. Notices   19.1 Form. Any notice or other document given under this Agreement shall be in writing in the English language and shall be given by hand or  sent by U.S. prepaid first class registered or certified mail, return receipt requested, recognized national overnight courier service, or by fax  transmission to the address of the receiving Party as set out in Section 19.3 below unless a different address or fax number has been  notified to the other in writing for this purpose.   19.2 Delivery. Each such notice or document shall:     (a) if sent by hand, be deemed to have been given when delivered at the relevant address;     (b) if sent by prepaid airmail, be deemed to have been given 7 days after posting; or\n\n  (c) if sent by fax transmission be deemed to have been given when transmitted provided that a confirmatory copy of such  facsimile transmission shall have been sent by hand, U.S. prepaid first class registered or certified mail, return receipt  requested, or recognized national overnight courier service within 24 hours of such transmission.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -61-\n\n19.3 Notice of Parties. The address for services of notices and other documents on the Parties shall be:\n\nTo EKR   To PPI\n\nAddress:\n\n\n\n1545 Route 206 South  Third Floor  Bedminster, NJ 07921\n\nAddress:\n\n\n\n10450 Science Center  Drive, San Diego,  California 92121 USA\n\nFax:     Fax:   858 623 0376\n\nAttention:   Chairman & CEO   Attention:   President\n\nWith a copy to:   With a copy to:\n\nLowenstein Sandler  65 Livingston Avenue  Roseland, New Jersey 07068\n\nWilmer Cutler Pickering Hale & Dorr LLP  1117 S California Avenue  Palo Alto, CA 94304 USA\n\nFax:    973-597-6395   Fax:   650-858-6100  Attention:   Michael J. Lerner   Attention:   Joseph K. Wyatt\n\n20. Assignment and Change of Control   20.1 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. For the avoidance of doubt, either Party may grant a security interest with respect to its  rights under this Agreement in connection with a secured financing or similar transaction.   20.2 Sub-Distribution. EKR may appoint sub-distributors under this Agreement provided that EKR:\n\n  (a) informs PPI of the identity of any Third Party sub-distributor (other than Affiliate companies) prior to the execution of any  sub-distribution agreement;\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -62-\n\n  (b) obtain a confidential nondisclosure agreement with the prospective Sub-Distributor in a form acceptable to PPI, which  acceptance shall not be unreasonably withheld or delayed and containing terms at least as stringent as those terms  included in Article 11 of this Agreement;\n\n  (c) deliver to the prospective Sub-Distributor a redacted copy of this Agreement (\"Redacted Agreement\") .  Any sub- distribution agreement shall provide that such agreement is subject and subordinate to the rights of PPI under this  Agreement; and\n\n  (d) provides PPI with a copy of written sub-distribution agreement as soon as reasonably practicable after the execution  thereof by EKR.   20.3 Responsibility of EKR. Notwithstanding any such sub-distribution agreement, EKR shall remain primarily liable to PPI for its obligations hereunder, and for any act or omission of any sub-distributor.   20.4 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. \"Change of Control\" shall mean (a) the sale, lease,  exchange, license or disposition of all or substantially all of the Party's assets in one transaction or series of related transactions or (b) a  merger or consolidation with an unaffiliated Third Party as a result of which the holders of the Party's issued and outstanding voting  securities immediately before such transaction own or control less than a majority of the voting securities of the continuing or surviving  entity immediately after such transaction. The issuance by either Party of securities in connection with any financing transaction or\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -63-\n\n\n\npublic offering shall not be deemed a Change of Control under this Agreement. Notwithstanding the foregoing, for the purposes of Section  6.3(b)(iii): (i) references to a \"Party\" in the above definition of Change of Control shall be deemed to include PPI as well as any Affiliate of  PPI and (ii) a Change of Control shall also include (in addition to any of the transactions described above in the definition of Change of  Control), any sale of securities of PPI or its Affiliates directly by the holder (the \"Holder\") of such securities (other than to an Affiliate of  such Holder) in which such sale results in a transfer of more than 50% of the outstanding voting stock of PPI or its Affiliates.\n\n21. General Provisions   21.1 Relationship of the Parties. Nothing in this agreement is deemed to constitute a partnership, agency, employer-employee or joint venture relationship between the Parties. No Party shall incur any debts or make any commitments for the other, except to the extent, if at all,  specifically provided herein.   21.2 Dispute Resolution. If there is a disagreement between the PPI and EKR on the interpretation of this Agreement or any aspect of the performance by either Party of its obligations under this Agreement, the Parties shall resolve the dispute in accordance with the dispute  resolution procedure set out in Schedule VIII.   21.3 Cooperation. Each of the Parties shall do execute and perform and shall procure to be done executed and performed all such further acts  deeds documents and things as the other Party may reasonably require from time to time to give full effect to the terms of this Agreement.   21.4 Expenses. Each Party shall pay its own costs, charges and expenses incurred in connection with the negotiation, preparation and  completion of this agreement.   21.5 Entire Agreement. This Agreement (together with the Transition Services and Inventory Purchase Agreement and the Supply Agreement)  sets out the entire agreement and understanding between the Parties in respect of the subject matter hereof and thereof. This Agreement  supersedes the Original Agreement and any heads of agreement which shall cease to have any further force or effect. It is agreed that:\n\n  (a) no Party has entered into this Agreement in reliance upon any representation, warranty or undertaking of the other Party  which is not expressly set out in this Agreement;\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -64-\n\n  (b) no Party shall have any remedy in respect of misrepresentation or untrue statement made by the other Party or for any  breach of warranty which is not contained in this Agreement;     (c) this Section shall not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.   21.6 Amendment. No amendment, change or modification of any of the terms, provisions or conditions of this Agreement shall be valid unless it  is in writing and signed by or on behalf of both Parties.   21.7 Waiver. Unless expressly agreed, no waiver of any term, provision or condition of this Agreement shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have  already accrued up to the date of variation, and the rights and obligations of the Parties under or pursuant to this Agreement shall remain in  full force and effect, except and only to the extent that they are so waived.   21.8 Unenforceability. If and to the extent that any provision of this Agreement is held to be illegal, void or unenforceable, such provision shall  be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of  this Agreement.   21.9 Delay. No failure or delay by either Party in exercising any right or remedy provided by law under or pursuant to this Agreement shall  impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no  single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or  remedy.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n(signature page follows)      -65-\n\n21.10 Cumulative Rights. The rights and remedies of each of the Parties under or pursuant to this Agreement are cumulative, may be exercised as often as such Party considers appropriate and are in addition to its rights and remedies under general law.   21.11 Counterparts. This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, each of which  is an original but all of which together constitute one and the same instrument.   21.12 Reserved.   21.13 Governing Law. This Agreement and the relationship between the Parties shall be governed by, and interpreted in accordance with New  York law without regard to provisions related to conflicts of laws, and, except as provided in Section 21.2 above, the Parties agree to submit  any dispute to the exclusive jurisdiction of the federal and state courts sitting in New York.   21.14 Successors and Assigns. Subject to Section 20.1, this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto  and their respective successors and assigns permitted under this Agreement.   21.15 Systems. Immediately upon the Effective Date, or as soon thereafter as practicable, the Parties shall implement a mutually acceptable operation plan to transfer the processing of chargebacks, federal releases, state releases and customer services from PPI to EKR.\n\n\n\n\n\nAS WITNESS the hands of the Parties or their duly authorized representatives effective as of the Effective Date.\n\n   -66-\n\nSIGNED for and by behalf of   )   By:  /s/ David Stack  PACIRA PHARMACEUTICALS, INC.         )         David Stack      Print Name\n\nSIGNED for and by behalf of   )   By:  /s/ Richard DeSimone  EKR THERAPEUTICS, INC.           Richard DeSimone, CFO      Print Name\n\n\n\n\n\nSCHEDULE I\n\nPATENTS\n\n   -67-\n\n[**] Attorneys'  Ref:   Country   Application  date   Application  no.   Patent/  Publication no.   Grant date   Expiry date   Status  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]\n\n[**] Attorneys'  Ref:   Country   Application  date   Application  no.   Patent/  Publication no.   Grant date   Expiry date   Status  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]\n\n[**]\n\nAttorneys'  Ref:   Country   Application  date   Application  no.\n\nPatent/  Publication  no.   Grant date   Expiry date   Status  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]  [**]   [**]   [**]   [**]         [**]  [**]   [**]             [**]  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]\n\n[**] Attorneys'  Ref:   Country   Application  date   Application  no.   Patent/  Publication no.   Grant date   Expiry date   Status  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]  [**]   [**]   [**]   [**]         [**]\n\n\n\n\n\n\n\n\n\n   -68-\n\n[**]\n\nAttorneys'  Ref:   Country   Application  date   Application  no.\n\nPatent/  Publication  no.   Grant date   Expiry date   Status  [**]   [**]   [**]   [**]   [**]     [**]   [**]  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]  * Publication date of Application - 13 Apr 06.\n\n[**] Attorneys'  Ref:   Country   Application  date   Application  no.   Patent/  Publication no.   Grant date   Expiry date   Status  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]\n\n\n\n\n\nSCHEDULE II   TRADEMARKS\n\n[**] - Owner of Record, United States Patent Trademark Office website. Record of Assignment from [**]. to [**] is in process.      -69-\n\nFile Date: Serial No.: International Class: First Use: First Use in Commerce: Registration Date: Registration No.: Mark:\n\n[**]\n\n\n\nFile Date: Serial No.: International Class: First Use: First Use in Commerce: Registration Date: Registration No.: Mark:\n\n[**]\n\n\n\nFile Date: Serial No.: International Class: First Use: First Use in Commerce: Registration Date: Registration No.: Mark:\n\n[**]\n\n\n\n*[**] Trademark Application\n\nFile Date: Serial No.: International Class: Mark:\n\n[**]\n\n\n\n\n\n\n\nSCHEDULE III\n\nCOPYRIGHTS\n\nThere are no recorded copyrights      -70-\n\n\n\n\n\nSCHEDULE IV\n\nDOMAIN NAMES\n\nDepoDur.com      -71-\n\n\n\n\n\nSCHEDULE V\n\nMARKETING AUTHORIZATIONS\n\nUnited States Food and Drug Administration New Drug Application: [**]      -72-\n\n\n\n\n\n\n\n\n\nNews Release\n\nEKR Therapeutics Achieves Key Growth Milestone with the   Acquisition of Rights to DepoDur\u00ae, a Novel Extended-Release Opioid   Analgesic for Post Operative Pain\n\nCedar Knolls, N.J., August X, 2007 - EKR Therapeutics, Inc., a specialty pharmaceutical company focused on acquiring, developing, and  commercializing proprietary products to enhance patient quality-of-life in the acute care setting, today announced it has acquired exclusive  marketing and distribution rights to DepoDur  for the Americas from San Diego-based Pacira Pharmaceuticals who retains manufacturing rights to  the product.\n\nFormerly a business unit of SkyePharma, plc, Pacira Pharmaceuticals is an independent private company focused on developing and   manufacturing controlled-release injectable products based on their DepoFoam\u2122 and Biosphere\u2122 drug delivery platforms.\n\nDepoDur, which utilizes the DepoFoam technology, is a sterile injectable suspension of multivesicular liposomes formulated to provide extended  release of morphine sulfate. It is the only extended-release opioid that is approved by the Food and Drug Administration for epidural use. A single  injection of DepoDur into the lumbar epidural space may provide pain relief for up to 48 hours following major surgery without the restrictions and  potential complications associated with an indwelling epidural catheter.\n\n\"The product characteristics of DepoDur fit exceptionally well with EKR's acquisition model,\" said Howard Weisman, EKR's Chairman & CEO.  \"DepoDur is patent protected, addresses an important medical need in our market space, and has growth prospects that can be fully exploited through the application of EKR's expertise and strengths in the acute care market.\"\n\nMr. Weisman further noted, \"EKR is commencing a number of pre-launch activities, including interacting with opinion leaders, and we expect to  fully deploy our sales force in support of DepoDur early next year.\" He concluded, \"We are very optimistic about EKR's growth prospects in 2008  as we foresee a ramp up in sales for both DepoDur and Gelclair\u00ae and anticipate favorable market synergies between these products.\" Gelclair,  which is marketed to acute care facilities and cancer centers, is indicated for the management of pain associated with oral lesions of various  etiologies, including chemotherapy and radiation induced oral mucositis/stomatitis.\n\nTong Zhang, Ph.D., Director of Business Development for EKR, added, \"Acquiring the rights to DepoDur exemplifies EKR's strategy of focusing  on building a portfolio of premier products in the acute care space.\"  He further noted, \"Our strict acquisition criteria center on high-margin,  innovative products that offer value to healthcare providers and their patients, thus, representing excellent opportunities for EKR to realize strong  returns on investment.\"      -73-\n\n\n\n  SCHEDULE VI\n\n  PRESS RELEASE\n\n\u00ae\n\n\n\n\n\n\"Pacira Pharmaceuticals is delighted to have EKR Therapeutics as our marketing and commercialization partner for DepoDur in the Americas,\"  commented Fred Middleton, Pacira's Chairman of the Board. \"This product was clinically developed as a proprietary treatment by Pacira R&D and  it received FDA approval in 2004 for long-acting post surgical pain management, for which it is known to be effective.\"\n\nMr. Middleton further noted, \"EKR Therapeutics has demonstrated in the past that they possess the strengths to successfully bringing a focused  marketing and clinician targeting approach to DepoDur to help it reach its full commercial potential. We look forward to working with EKR, as our  partner on the expanded commercial marketing of DepoDur.\"\n\nDetailed terms of the transaction were not disclosed. However, EKR did note that in addition to royalty payments on net sales, it has agreed to an  upfront payment amounting to somewhat more than [**] times DepoDur's 2006 U.S. sales. EKR has also agreed to certain milestone payments with the sum of upfront and milestone payments potentially worth up to $20 million.\n\nAbout EKR Therapeutics   EKR Therapeutics is a privately held specialty pharmaceutical company that has brought together a highly seasoned team of industry professionals The Company focuses on the acquisition, development and commercialization of proprietary products for the acute care segment of  the healthcare market, including oncology supportive care therapeutics. From its inception in late 2005, EKR has been organized to be a class  leader in commercializing products to address unmet and under-satisfied medical needs or to otherwise enhance the therapeutic value of acute-care  prescription products. EKR's goal is to be the pre-eminent provider of acute-care specialty products, backed by a commitment to excellence in  customer service. For additional information about EKR visit the Company's website at http://www.ekrtx.com.\n\nAbout Pacira Pharmaceuticals, Inc.   Pacira Pharmaceuticals, Inc. is a wholly owned subsidiary of Pacira Inc., a Delaware corporation, which is controlled and funded by a group of  financial investors including Sanderling Ventures, HBM Bioventures (Cayman) Ltd, OrbiMed Advisors, and MPM Capital. This business is based  in San Diego, CA, and focuses on formulating, developing and manufacturing controlled-release injectable products based on two proprietary  drug delivery platforms: DepoFoam  and Biosphere . Revenues are generated from two marketed products: DepoCyt  for lymphomatous  meningitis and DepoDur  for the treatment of post-surgical pain. For additional information about Pacira visit the Company's website at  http://www.pacira.com\n\n####\n\nContact for EKR Therapeutics   Stuart Z. Levine, Ph.D.   Corporate Communications   877-435-2524   s.levine@ekrtx.com      -74-\n\nTM TM \u00ae\n\n\u00ae\n\n\n\n\n\nSCHEDULE VII\n\nTHE TERRITORY\n\nall countries in North America including the United States, its territories as possessions including Puerto Rico, South America and Central America     -75-\n\n\n\n\n\nSCHEDULE VIII\n\nDISPUTE RESOLUTION\n\n\n\n\n\nAppointment of an Expert\n\n\n\n\n\n\n\n\n\n\n\n   -76-\n\n1.1 Representatives of the Parties will, within 14 days of receipt of a written request from either Party to the other, convene a meeting of the Committee to discuss in good faith and try to resolve the disagreement without recourse to legal proceedings.   1.2 If resolution does not occur within 7 days after meeting, the matter shall be escalated for determination by the respective Chief Executive  Officer of the Parties who may resolve the matter themselves or jointly appoint a mediator or independent expert to do so.   1.3 Nothing in this Agreement restricts either Party's freedom to seek urgent relief to preserve a legal right or remedy, or to protect a proprietary, trade secret or other right.\n\n1.4.1 In the event that the Chief Executive Officers are unable to resolve the dispute and the dispute has a monetary value of cost of [**] dollars ($[**]) or more, the dispute shall be submitted to the federal or state courts located in the State of California, which shall have exclusive  jurisdiction over such dispute.   1.4.2 In the event that the Chief Executive Officers are unable to resolve the dispute and the dispute has a monetary value of cost of less than  [**] dollars ($[**]), and the Parties do not agree on the appointment of an expert to resolve the dispute, or mediation has failed to resolve  the dispute, one Party shall serve on the other a written Referral Notice requesting that the matter be referred to an expert for resolution,  and the following procedure shall be followed.\n\n  1.4.1 The dispute shall be determined by a single independent impartial expert who shall be agreed between the Parties or, in the  absence of agreement between the Parties within 30 days of the service of a Referral Notice, be appointed by the American  Arbitration Association or any successor thereto, or such other competent body agreed by the Parties.\n\n  1.4.2 30 days after the appointment of the expert pursuant to paragraph 1.4.1 both Parties shall exchange simultaneously statements of  case in no more than 10,000 words, in total, and each side shall simultaneously send a copy of its statement of case to the expert.\n\n  1.4.3 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. A copy of any such reply shall be simultaneously sent to the expert.\n\n  1.4.4 Subject to paragraph 1.4.6, there shall be no oral hearing. The expert shall issue his decision in writing to both Parties within 30  days of the date of service of the last reply pursuant to paragraph 1.4.3 above or, in the absence of receipt of any replies, within  60 days of the date of exchange pursuant to paragraph 1.4.2.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   -77-\n\n  1.4.5 The seat of the dispute resolution shall be the normal place of residence of the expert.\n\n  1.4.6 The expert shall not have power to alter, amend or add to the provisions of this Agreement, except that the expert shall have the  power to decide all procedural matters relating to the dispute, and may call for a one day hearing if desirable and appropriate.\n\n  1.4.7 The expert shall have the power to request copies of any documents in the possession and/or control of the Parties which may  be relevant to the dispute. The Parties shall forthwith provide to the expert and the other Party copies of any documents so  requested by the expert.\n\n  1.4.8 The decision of the expert shall be final and binding upon both Parties except in the case of manifest error. The Parties hereby  exclude any rights of application or appeal to any court, to the extent that they may validly so agree, and in particular in  connection with any question of law arising in the course of the reference out of the award.\n\n  1.4.9 The expert shall determine the proportions in which the Parties shall pay the costs of the expert's procedure. The expert shall  have the authority to order that all or a part of the legal or other costs of a Party shall be paid by the other Party.\n\n  1.4.10 All documents and information disclosed in the course of the expert proceedings and the decision and award of the expert shall  be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose except for the purposes of the  proceedings and/or the enforcement of the expert's decision and award.\n\n\n\n\n\nSCHEDULE IX\n\nSALES FORECAST\n\n\n\nWhile 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:\n\n   -78-\n\nDate: July 25, 2007   From: [**], EKR Therapeutics, Inc.   To: [**], Pacira   Re: DepoDur Unit Sales Forecast, as of July 25, 2007\n\nPeriod\n\nUnit  Sales  Forecast  August 1 - December 31, 2007     [**]  January 1 - December 31, 2008     [**]  January 1 - December 31, 2009     [**]\n\n\n\n\n\nSCHEDULE X\n\nPHASE IV STUDIES\n\nA DepoDur study in pediatric patients. Pacira has requested a waiver and is awaiting a response from the FDA      -79-\n\n\n\n\n\nSCHEDULE XI\n\nNDA TRANSFER LETTERS\n\nA. Transfer Letter to be Filed by PPI\n\n[PACIRA PHARMACEUTICALS, INC. LETTERHEAD]\n\n , 2009\n\nVIA OVERNIGHT MAIL\n\n[NAME AND ADDRESS OF APPROPRIATE FDA CONTACT TO BE PROVIDED]\n\nGeneral Correspondence: Transfer of NDA Ownership\n\nDear  :\n\nEffective  , 2009, pursuant to 21 CFR 314.72, DepoDur  NDA [**] is hereby transferred from Pacira Pharmaceuticals, Inc. to EKR Therapeutics, Inc.,  1545 Route 206 South, Third Floor, Bedminster, New Jersey 07921 (Regulatory Contact:  , telephone  ).\n\nAs a condition of this transfer of ownership, Pacira will provide to EKR Therapeutics all available information pertaining to the above-referenced  NDA to be kept under 21 CFR 314.70, including all previous correspondence to and from the Agency. A signed 356h form is attached\n\nIf you have any questions or require any additional information, please do not hesitate to contact me at  .\n\nSincerely,\n\nPACIRA PHARMACEUTICALS, INC.      -80-\n\nRe: DepoDur\u00ae NDA [**]\n\n\u00ae\n\n\n\n\n\nB. Transfer Letter to be Filed by EKR\n\n[EKR THERAPEUTICS, INC. LETTERHEAD]\n\n , 2009\n\nVIA OVERNIGHT MAIL\n\n[NAME AND ADDRESS OF APPROPRIATE FDA CONTACT TO BE PROVIDED]\n\nDepoDur\u00ae   General Correspondence: Transfer of NDA Ownership\n\nDear  :\n\nPursuant to 21 CFR 314.72 the above-mentioned NDA has been transferred from Pacira Pharmaceuticals, Inc. to EKR Therapeutics, Inc.  effective  , 2009. EKR has received a complete copy of the approved application, including all supplements and records that are required to be kept  under 21 CFR 314.81. EKR agrees to abide by all agreements, promises and conditions made by the former owner, which are contained in the  application. EKR will advise the FDA about any changes in the conditions in the approved application as required by 21 CFR 314.70, or in the next  annual report, if appropriate. EKR will consider the date of transfer to be the new date for annual reporting purposes. A new signed 356h form is  attached.\n\nPlease contact me by phone at  , by email at   or by fax at  , if you have any questions or if you require additional information.\n\n   -81-\n\nRE: NDA No. [**]\n\nSincerely,\n\n[Name / Title]\n\n\n\n\n\nSCHEDULE XII\n\nTRANSFERRED EQUIPMENT\n\nDepoDur processing equipment:\n\n1. ST-01 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] prior to [**])\n\n2. ST-02 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] [**] prior to [**])\n\n3. ST-03 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] prior to [**])\n\n4. ST-04 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] [**] prior to [**])\n\n5. ST-22 ([**], [**] rated to [**], [**])\n\n6. EV-01 ([**], [**] rated to [**], equipped with [**] used to produce [**] [**])\n\n7. EV-02 ([**], [**] rated to [**], equipped with [**] and [**] [**] used to produce [**])\n\n8. FV-01 ([**], [**] rated to [**], used [**] during [**])\n\n9. [**] skid, including [**] lobe pumps, [**] manifold system, and [**] flometers\n\n10. Interconnective valves and piping between vessels\n\n11. Pressure gauges, temperature probes, other small instrumentation for in-process measurements.\n\n12. HMI / PLC / automation      -82-\n\n\n\n\n\nExhibit 3.20(a)   Form of Bill of Sale\n\nBILL OF SALE\n\nTHIS BILL OF SALE, dated October  , 2009 (this \"Bill of Sale\"), is made by Pacira Pharmaceuticals, Inc. (\"Seller\"), in favor of EKR  Therapeutics, Inc. (\"Purchaser\").\n\nWHEREAS, Purchaser and Seller have entered into that certain Amended and Restated Strategic Licensing, Distribution and Marketing  Agreement, dated as of the date hereof (the \"Agreement\"), providing, among other things, for the sale of the Transferred Equipment (as defined  therein) by Seller to Purchaser.\n\nNOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Seller and Purchaser agree as  follows:\n\n1. Definitions. Capitalized terms used in this Bill of Sale and not otherwise defined in this Bill of Sale shall have the respective meanings assigned  to them in the Agreement.\n\n2. Conveyance. 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. A list of the Transferred Equipment is set forth on Schedule A to this Bill of Sale.\n\n3. Further Assurances. At any time and from time to time after the date of this Bill of Sale, Seller, at the Purchaser's request and subject to  reimbursement by Purchaser of any out-of-pocket expenses, will do, execute, acknowledge and deliver, or will cause to be done, executed,  acknowledged and delivered, any and all further acts, conveyances, transfers, assignments and assurances as may be reasonably required by  Purchaser to further evidence and effectuate the sale, transfer, conveyance and assignment to the Purchaser of the Transferred Equipment.\n\n4. Relationship With Agreement. The provisions of this Bill of Sale are subject, in all respects, to the terms and conditions of the Agreement and  all of the representations, warranties, covenants and agreements contained in the Agreement. Nothing contained in this Bill of Sale shall be  deemed to modify, limit or amend any such rights and obligations of the parties hereto under the Agreement. In the event of any conflict or  inconsistency between this Bill of Sale and the Agreement, the Agreement shall govern.\n\n5. Successors and Assigns. This Bill of Sale shall be binding upon and inure to the benefit of and be enforceable by Seller and Purchaser and their  respective successors and assigns.\n\n6. Governing Law. This Bill of Sale shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to  the conflicts of law principles thereof.\n\n7. Counterparts; Facsimile Signature Pages. This Bill of Sale may be executed by each of Seller and Purchaser in separate counterparts, each of  which when so executed and delivered shall be deemed to be an original and which together shall constitute one and the same instrument. Any  signed counterpart of this Bill of Sale which is delivered by facsimile or other printable electronic transmission shall be deemed to be executed and  delivered for all purposes.\n\n[Signature Page Follows]      -83-\n\n\n\n\n\nIN WITNESS WHEREOF, Seller has executed and delivered this Bill of Sale on the date first above written.\n\nAcknowledged and Agreed to as   of the date first above written.\n\n   -84-\n\nPacira Pharmaceuticals, Inc.\n\nBy:     Print Name:     Title:\n\nEKR Therapeutics, Inc.\n\nBy:     Print Name:     Title:\n\n\n\n\n\nSchedule A to Bill of Sale   Transferred Equipment\n\nDepoDur processing equipment:\n\n1. ST-01 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] prior to [**])\n\n2. ST-02 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] [**] prior to [**])\n\n3. ST-03 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] prior to [**])\n\n4. ST-04 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] [**] prior to [**])\n\n5. ST-22 ([**] [**], [**] rated to [**], [**] [**])\n\n6. EV-01 ([**], [**] rated to [**], equipped with [**] used to produce [**] [**])\n\n7. EV-02 ([**], [**] rated to [**], equipped with [**] and [**] [**] used to produce [**])\n\n8. FV-01 ([**], [**] rated to [**], used [**] during [**])\n\n9. [**] skid, including [**] lobe pumps, [**] manifold system, and [**] flometers\n\n10. Interconnective valves and piping between vessels\n\n11. Pressure gauges, temperature probes, other small instrumentation for in-process measurements.\n\n12. HMI / PLC / automation      -85-\n\n\n\n\n\nExhibit 3.20(b)   Form of Promissory Note\n\nPROMISSORY NOTE\n\nFOR VALUE RECEIVED, EKR Therapeutics, Inc. (\"Maker\"), having an address at 1545 Route 206 South, Third Floor, Bedminster,  New Jersey 07921, hereby promises to pay to Pacira Pharmaceuticals, Inc. (\"Payee\"), having an address at 10450 Sciences Center Drive, San Diego,  California 92121, the principal sum of NINE HUNDRED THOUSAND DOLLARS ($900,000.00), plus interest computed at the rate of FIVE PERCENT (5%) per annum, in accordance with the terms and conditions set forth in this Promissory Note (this \"Note\").\n\n1. Payments. On the fifth anniversary of the date of this Note, all principal and interest (calculated according to Paragraph 3 below)  accrued on this Note and not sooner paid in accordance with the terms hereof shall be payable in full (the \"Payment\").\n\n2. Place of Payment. The entire amount due hereunder shall be payable to Payee at the address set forth above, or at such other place  as Payee may designate in writing to Maker at the address set forth above.\n\n3. Interest Calculation: Interest shall be calculated on the basis of a 360 day year based on the number of days elapsed.\n\n4. Optional Prepayment. Maker may, at its option, prepay the entire amount due hereunder in whole at any time or in part from time to  time without penalty or premium. At the option of Maker, prepayments pursuant to this Paragraph 4 shall (a) be applied to the outstanding  principal balance in reverse order of maturity or (b) reduce the Payment installments set forth above for the balance of the term of this Note. In the  event that Maker elects to reduce the Payment installments, Maker agrees to provide to Payee written notice of its election to do so at least thirty  (30) days prior to making any prepayment and to execute and deliver to Payee an amendment to this Note setting forth a revised payment  schedule.\n\n5. Defaults. At the option of Payee, the entire amount due hereunder shall immediately become due and payable on any of the  following events of default:   (a) Maker fails to make Payment as provided for in this Note and such failure to make Payment continues for thirty (30) days after  Maker's receipt of written notice from Payee that such Payment is due;   (b) Maker makes a general assignment for the benefit of creditors;      -86-\n\n$900,000   October  , 2009\n\n\n\n\n\n(c) A receiver is appointed for the assets of Maker upon request by any Person(s) other than Maker, or Maker makes a formal  request for appointment of a receiver; or   (d) Any proceeding is brought by Maker in any court or under supervision of any court-appointed officer under any federal or  state bankruptcy, reorganization, rearrangement, insolvency or debt readjustment law, or if any such proceedings are instituted against  Maker and Maker fails to obtain dismissal of such proceeding within ninety (90) days after the same has been instituted.\n\n6. Agreement. This Note is made pursuant to that certain Amended and Restated Strategic Licensing, Distribution and Marketing  Agreement dated as of October  , 2009 by and between Maker and Payee (the \"Agreement\")  and is subject to the terms thereof. This Note is  subject to offset as expressly provided for in the Agreement.\n\n7. Nonnegotiability, Nontransferability. This Note shall be nonnegotiable. Further, this Note may not be transferred by either party  except to a permitted transferee under the Agreement.\n\n8. 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.\n\nIN WITNESS WHEREOF, the Maker has executed this promissory note as of  .\n\n   -87-\n\n    , Maker"}]}, {"title": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "ENDORSEMENT", "answer_start": 30}], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Thrivent Financial for Lutherans", "answer_start": 334}], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "July 1, 2019", "answer_start": 59}], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "July 1, 2019", "answer_start": 59}], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "Society membership rights and privileges cannot be transferred or assigned.", "answer_start": 4016}], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "ThriventVariableInsuranceAccountB_20190701_N-6_EX-99.D(IV)_11720968_EX-99.D(IV)_Endorsement Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "ENDORSEMENT\n\nContract Number: ENDORSEMENT\n\nEffective Date: July 1, 2019\n\nThrivent Life Insurance Company has been dissolved. (Thrivent Life Insurance Company was formerly known as Lutheran Brotherhood Variable Insurance Products Company.) All assets and related liabilities of Thrivent Life Insurance Company have been transferred to Thrivent Financial for Lutherans. That includes contracts of insurance, separate accounts, and cash and investment securities. Thrivent Financial for Lutherans now has all obligations under this contract. It is the same as if Thrivent Financial for Lutherans had originally issued the contract. All references to \"Thrivent Life Insurance Company\" are amended to read \"Thrivent Financial for Lutherans.\" All benefits and other terms of this contract remain unchanged except as described below.\n\nYou may direct inquiries to:\n\nThrivent Financial for Lutherans 4321 N. Ballard Road Appleton, WI 54919-0001 (800) 847-4836\n\nThe following amendments apply in lieu of any contract provisions to the contrary.\n\nThe following provisions are included as part of this contract:\n\nMAINTENANCE OF SOLVENCY. This provision applies only to benefits provided through the General Account. If the solvency of the Society becomes impaired, you may be required to make an extra payment. The Board of Directors will determine the amount of any extra payment. It will be based on each member's fair share of the deficiency. You may make the extra payment by an equivalent reduction in benefits or by a payment in cash. If you do not make the extra payment within 60 days from the date we notify you of your share of the deficiency, the amount will be charged as an indebtedness against the contract with interest compounded at the rate of 5% per year.\n\nMEMBERSHIP. The person(s) named as the Insured(s) or the Annuitant(s) is a benefit member of the Society. Rights and privileges of membership are set forth in the Articles of Incorporation and Bylaws of the Society. These rights and privileges are separate from the ownership of this contract.\n\nDIVIDENDS. Each year, we will determine our divisible surplus. This contract's share, if any, will be credited as a dividend. Since we do not expect this contract to contribute to divisible surplus, it is not expected that any dividends will be credited.\n\nDIVIDEND OPTIONS. If dividends are credited after premiums can no longer be paid under this contract, dividends will be paid in cash. Otherwise, dividends will be applied under the Payment of Premium option unless the Cash option has been chosen in writing.\n\nCash. Dividends are paid in cash.\n\nPayment of Premium. Dividends are applied as payment of a Net Premium. VB-TL-TFFL (18) page TL-1 @TL18#AA\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following provisions of this contract are amended:\n\nDEFINITIONS\n\nThe DEFINITIONS section of the contract is amended to include the following:\n\nService Center. Where this contract is administered. Our Service Center address is 4321 North Ballard Road, Appleton, WI 54919-0001.\n\nAnd in the DEFINITIONS section, the definition:\n\nWe, Our, Us. Lutheran Brotherhood Variable Insurance Products Company.\n\nWhich previously was amended to read:\n\nWe, Our, Us. Thrivent Life Insurance Company.\n\nIs amended to read:\n\nWe, we, Our, our, Us, us, Society. Thrivent Financial for Lutherans.\n\nENTIRE CONTRACT\n\nIn the ENTIRE CONTRACT section, the first phrase and numbered list are amended to read:\n\nThe Entire Contract consists of: 1) This contract including any attached riders, amendments, or endorsements; 2) The Application attached to this contract; and 3) The Articles of Incorporation and Bylaws of the Society and all amendments to them. Benefits will not be reduced or eliminated by any future amendments to our Articles of Incorporation or Bylaws.\n\nASSIGNMENT\n\nThe ASSIGNMENT section is amended to include the following:\n\nYou may transfer ownership of this contract in accordance with our bylaws. Society membership rights and privileges cannot be transferred or assigned. VB-TL-TFFL (18) page TL-2\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019\n\n\n\n\n\nContract Number: ENDORSEMENT (continued)\n\nThe following words or phrases in this contract are amended as follows. Any reference to: Is amended to read:\n\nThrivent Life Insurance Company Thrivent Financial for Lutherans\n\nthe Company the Society\n\nthe company. the Society\n\nA Stock Life Insurance Company. A Fraternal Benefit Society\n\n625 Fourth Avenue South. 4321 North Ballard Road Minneapolis, MN 55415 Appleton, WI 54919-0001\n\nMinneapolis, MN Appleton, WI\n\nHome Office. Service Center\n\nNonparticipating Eligible for annual dividends Signed for Thrivent Financial for Lutherans\n\nPresident\n\nSecretary VB-TL-TFFL (18) page TL-3\n\nSource: THRIVENT VARIABLE INSURANCE ACCOUNT B, N-6, 7/1/2019"}]}, {"title": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "INTELLECTUAL PROPERTY AGREEMENT", "answer_start": 54}], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "HERC RENTALS INC.", "answer_start": 470}, {"text": "THC", "answer_start": 308}, {"text": "HERTZ SYSTEM, INC.", "answer_start": 315}, {"text": "THE HERTZ CORPORATION", "answer_start": 186}, {"text": "HSI", "answer_start": 460}, {"text": "HERC", "answer_start": 470}, {"text": "(hereinafter referred to collectively as the \"Parties\" and individually as a \"Party\").", "answer_start": 639}], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "30  day of June 2016", "answer_start": 136}], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "30  day of June 2016", "answer_start": 136}], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 24511}], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 23766}], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 26321}], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 11369}, {"text": "HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached hereto as Exhibit B-1 (Canada) and Exhibit B-2 (all other foreign countries).", "answer_start": 8500}], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "THC and/or HSI will retain ownership and will grant a royalty-free, non-exclusive license to HERC to use such Other Intellectual Property for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "answer_start": 12603}, {"text": "owned by HSI related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule B, for the Interim Period, in the United States and Puerto Rico, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "answer_start": 7918}, {"text": "THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that", "answer_start": 10409}, {"text": "incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement.", "answer_start": 10651}, {"text": "HSI will retain ownership and will grant a royalty-free, non-exclusive, license to HERC to use the HSI (HERTZ) US ERB Trademarks (those US trademarks", "answer_start": 7757}, {"text": "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.", "answer_start": 11785}, {"text": "HSI will retain ownership and will grant a royalty-free, non-exclusive license to HERC to use the HSI (HERTZ) Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule A, for the Interim Period, outside the United States and Puerto Rico, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A.", "answer_start": 7008}], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim.", "answer_start": 20002}, {"text": "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", "answer_start": 19635}, {"text": "HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination.", "answer_start": 20423}, {"text": "protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds.", "answer_start": 19886}, {"text": "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.", "answer_start": 20225}, {"text": "In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance.", "answer_start": 20685}, {"text": "HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement.", "answer_start": 20545}], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 15823}], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "HERTZGLOBALHOLDINGS,INC_07_07_2016-EX-10.4-INTELLECTUAL PROPERTY AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.4   INTELLECTUAL PROPERTY AGREEMENT   This INTELLECTUAL PROPERTY AGREEMENT (this \"Agreement\" or \"IPA\"), effective as of this 30  day of June 2016 (the \"Effective Date\") among THE HERTZ CORPORATION, a Delaware corporation, with an address of 8501 Williams Road, Estero, Florida 33928 (hereinafter \"THC\"); HERTZ SYSTEM, INC., a Delaware corporation, with an address of 8501 Williams Road, Estero, Florida 33928, United States of America (hereinafter \"HSI\") and 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\").   WITNESSETH   WHEREAS, both HSI and HERC are wholly-owned subsidiaries of THC, and THC is an indirect wholly-owned subsidiary of Hertz Global Holdings, Inc., a Delaware corporation (\"HGH\");   WHEREAS, THC is the owner of a unique plan or system (hereinafter the \"Hertz System\") for conducting, inter alia, the business of renting and leasing vehicles with and without drivers (hereinafter the \"Vehicle Rental Business\" or \"VRB\") which it conducts in collaboration with HSI which is the owner of all trademarks for HERTZ and HERTZ-formative trademarks and designs and other trademarks and designs worldwide in connection with the Vehicle Rental Business (the \"VRB Trademarks\") and Other Intellectual Property (as defined herein);   WHEREAS, THC is the owner of a unique plan or system for conducting an equipment rental business (hereinafter the \"Equipment Rental Business\" or \"ERB\" as further defined below) which it conducts through HERC;   WHEREAS, HGH has approved plans to separate the Vehicle Rental Business and the Equipment Rental Business into two independent, publicly traded companies (the \"Separation\") pursuant to, among other agreements, the Separation and Distribution Agreement by and between Hertz Rental Car Holding Company, Inc. (to be renamed \"Hertz Global Holdings, Inc.\" in connection with the Separation, \"New Hertz\") and HGH (to be renamed Herc Holdings Inc. in connection with the Separation) dated as of June 30, 2016 (the \"Distribution Agreement\");   WHEREAS, as a result of the Separation, THC and HSI will become indirect wholly-owned subsidiaries of New Hertz, and HERC will continue to be an indirect wholly-owned subsidiary of HGH;   WHEREAS, THC exercises control with respect to the use, registration and enforcement of all of its company trademarks through its subsidiary HSI. HERC uses certain HERTZ or HERTZ-formative trademarks in connection with the ERB with the\n\nth\n\n\n\n\n\n  permission of HSI and THC;   WHEREAS, HSI is the owner of certain foreign HERTZ and HERTZ-formative and other trademarks and logos (the \"HSI (HERTZ) Foreign ERB Trademarks\") used or to be used by HERC with the permission of HSI in connection with the Equipment Rental Business, including the trademark applications and registrations therefor as more fully set forth on Schedule A;   WHEREAS, HSI is the owner of certain United States HERTZ and HERTZ-formative and other trademarks and logos (the \"HSI (HERTZ) US ERB Trademarks\") used by HERC with the permission of HSI in connection with the Equipment Rental Business, including the trademark applications and registrations therefor as more fully set forth on Schedule B;   WHEREAS, HSI is the owner of certain foreign HERC trademarks and logos (the \"HSI HERC Foreign ERB Trademarks\") used by HERC with the permission of HSI in connection with the Equipment Rental Business, including the trademark applications and registrations therefor, as more fully set forth on Schedule C;   WHEREAS, HERC is the owner of certain US HERTZ-formative trademarks (the \"HERC (HERTZ) US ERB Trademarks\") used by HERC with the permission of HSI in connection with the Equipment Rental Business, including the trademark applications and registrations therefore as more fully set forth on Schedule D;   WHEREAS, HERC is the owner of certain US trademarks not derived from the HERTZ trademark (the \"HERC (HERC) US ERB Trademarks\") that have been used by HERC with the permission of HSI in connection with the Equipment Rental Business and, in the case of the trademarks HERC RENTALS and HERCRENTALS Logo will be used by Herc in connection with the Equipment Rental Business, including the trademark applications and registrations therefor as more fully set forth on Schedule E;   WHEREAS, HERC is the owner of certain foreign trademarks not derived from the HERTZ trademark (the \"HERC (HERC) Foreign ERB Trademarks\") that have been used by HERC with the permission of HSI in connection with the Equipment Rental Business and, in the case of the trademarks HERC RENTALS and HERCRENTALS Logo will be used by Herc in connection with the Equipment Rental Business, including the trademark applications and registrations therefore as more fully set forth on Schedule F.   WHEREAS, THC is the owner of certain HERTZ and HERTZ-formative domain names (the \"THC (HERTZ) ERB Domains\") used by HERC with the permission of THC related to the Equipment Rental Business, as more fully set forth on Schedule G;   WHEREAS, THC is the owner of certain non-HERTZ-formative domain names (the \"THC ERB Domains\") used by HERC with the permission of THC related to the Equipment Rental Business, as more fully set forth on Schedule H;   2\n\n\n\n\n\n  WHEREAS, as a result of the Separation, the Parties wish to differentiate and distinguish the future ownership, license and use of the relevant HERTZ, HERTZ-formative, HERC and other trademark rights and logos on a worldwide basis related to the Vehicle Renting Business which is to remain with HSI and the Equipment Rental Business to remain with HERC and the Parties have agreed upon a plan going forward with respect to the ownership, license and use of the HSI (HERTZ) Foreign ERB Trademarks, the HSI (HERTZ) US ERB Trademarks, the HSI HERC Foreign ERB Trademarks, the HERC (HERTZ) US ERB Trademarks, the HERC (HERC) US ERB Trademarks, the THC (HERTZ) ERB Domains and the THC ERB Domains; and   NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:   1. Definitions   1.1 The \"Equipment Rental Business\" or \"ERB\" has the meaning given to such term in the Distribution Agreement.   1.2 \"Interim Period\" means a period of four (4) years commencing from the Effective Date of this Agreement.   1.3 \"Other Intellectual Property\" means any copyrights, trade dress, content, designs or other indicia and/or social media accounts and handles owned by THC and/or HSI that are already used or otherwise in the possession of HERC relating to the HERTZ and HERTZ-formative trademarks and logos in connection with the Equipment Rental Business.   2. Terms of Transfer, License and Use   2.1. HSI will retain ownership of the worldwide rights in and to the VRB Trademarks.   2.2 In the case of the HSI (HERTZ) Foreign ERB Trademarks:   2.2.1 HSI will retain ownership and will grant a royalty-free, non-exclusive license to HERC to use the HSI (HERTZ) Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule A, for the Interim Period, outside the United States and Puerto Rico, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A. HERC shall immediately discontinue use of the HSI (HERTZ) Foreign ERB Trademarks upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.   2.3 In the case of the HSI (HERTZ) US ERB Trademarks:   2.3.1 HSI will retain ownership and will grant a royalty-free, non-exclusive, license to HERC to use the HSI (HERTZ) US ERB Trademarks (those US trademarks   3\n\n\n\n\n\n  owned by HSI related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule B, for the Interim Period, in the United States and Puerto Rico, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A. HERC shall immediately discontinue use of the HSI (HERTZ) US ERB Trademarks upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.   2.4 In the case of the HSI HERC Foreign ERB Trademarks:   2.4.1 HSI will assign all right, title and interest in and to the HSI HERC Foreign ERB Trademarks (those foreign trademarks owned by HSI related to the ERB for the HERC trademarks) as set forth on Schedule C to HERC as more fully set forth in the Trademark Assignment Agreements attached hereto as Exhibit B-1 (Canada) and Exhibit B-2 (all other foreign countries).   2.5 In the case of the HERC (HERTZ) US ERB Trademarks owned by HERC:   2.5.1 HERC will have the right to retain ownership and use of the HERC (HERTZ) US ERB Trademarks (those US trademarks owned by HERC related to the ERB that incorporate the mark/name HERTZ) as set forth on Schedule D for the Interim Period. HERC shall immediately discontinue use of the HERC (HERTZ) US ERB Trademarks and abandon or voluntarily withdraw or cancel any applications or registrations therefor upon expiration of the Interim Period as more fully set forth in the Coexistence Agreement attached hereto as Exhibit C and/or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement. The Parties shall cooperate to ensure that no confusion arises in the marketplace during the Interim Period, as more fully set forth in the Coexistence Agreement.   2.6 In the case of the HERC (HERC) US ERB Trademarks owned by HERC:   2.6.1 HERC shall retain ownership and the right to use the HERC (HERC) US ERB Trademarks (those US trademarks owned by HERC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule E.   2.7 In the case of the HERC (HERC) Foreign ERB Trademarks owned by HERC:   2.7.1 HERC shall retain ownership and the right to use the HERC (HERC) Foreign ERB Trademarks (those foreign trademarks owned by HERC related to the ERB that do not incorporate the mark/name HERTZ) as set forth on Schedule F.   2.8. In the case of the THC (HERTZ) ERB Domains owned by THC:   2.8.1 THC will retain ownership and will, subject to compliance with the terms of this Agreement, grant a royalty-free, non-exclusive license to HERC to use the THC (HERTZ) ERB Domains (those domains owned by THC related to the ERB that   4\n\n\n\n\n\n  incorporate the mark/name HERTZ) as set forth on Schedule G, for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. 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.   2.9 In the case of the THC ERB Domains owned by THC:   2.9.1 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.   2.10 In the case of the use of the mark/name HERTZ in the company name Hertz Equipment Rental Corporation (HERC):   2.10.1 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. Notwithstanding anything to the contrary herein, HERC shall immediately discontinue use of the mark/name as part of its company name upon 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 take all steps to change the company name so as to not to include the mark/name HERTZ by the expiration of the Interim Period.   2.11 In the case of the Other Intellectual Property:   2.11.1 THC and/or HSI will retain ownership and will grant a royalty-free, non-exclusive license to HERC to use such Other Intellectual Property for the Interim Period, as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement attached as Exhibit A. HERC shall immediately discontinue use of the Other Intellectual Property upon expiration of the Interim Period, or the earlier termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement.   2.12 With respect to the Parties' use of the HERTZ and HERC trademarks worldwide:   2.12.1 With respect to HSI's worldwide use of the VRB Trademarks incorporating the name/mark HERTZ and HERTZ-formative trademarks and designs and HERC's use of the HERC trademarks (including HERC, HERC360 and other HERC-formative   5\n\n\n\n\n\n  trademarks and designs) in connection with the ERB, the Parties shall cooperate to ensure that no confusion arises in the worldwide marketplace, as more fully set forth in the Coexistence Agreement attached hereto as Exhibit C.   2.13 Nothing in this Agreement or the other ancillary agreements thereto shall affect or limit the rights confirmed in the license effective April 1, 1998 between HSI and HERC, and the sublicense effective April 1, 1998 between HERC as Sub-Licensor and Matthews Equipment Limited and Hertz Canada Equipment Rental Partnership as Sub-Licensees, which remain in full force and effect, save and except that such license and sublicense shall not expire before the later of the expiration of the Interim Period or the final determination or resolution of the action pending as T- 409-16 in the Federal Court of Canada (including any appeals thereof).   3. Protection/Maintenance and Enforcement of HSI (HERTZ) Foreign ERB Trademarks and HSI (HERTZ) US ERB Trademarks during Interim Period.   3.1 During the Interim Period, HSI shall take all necessary and reasonable actions to preserve and protect the validity of the HSI (HERTZ) Foreign ERB Trademarks, the HSI HERC Foreign ERB Trademarks and the HSI (HERTZ) US ERB Trademarks licensed to HERC and HSI shall continue to prosecute all applications and maintain any registrations therefor. HERC shall not take any action that would harm or jeopardize the licensed HSI (HERTZ) Foreign ERB Trademarks, the HSI HERC Foreign ERB Trademarks or HSI (HERTZ) US ERB Trademarks. HERC shall assist in such actions to the extent required and requested by HSI for establishing use of the HSI (HERTZ) Foreign ERB Trademarks, the HSI HERC Foreign ERB Trademarks and HSI (HERTZ) US ERB Trademarks during the Interim Period. HSI shall also enforce the HSI (HERTZ) Foreign ERB Trademarks, the HSI HERC Foreign ERB Trademarks and HSI (HERTZ) US ERB Trademarks during the Interim Period as more fully set forth in the Trademark, Trade Name, Domain and Related Rights License Agreement. HERC shall be responsible for reimbursing THC and/or HSI for all costs in connection with prosecuting all applications and maintaining in full force and effect all registrations for the HSI (HERTZ) Foreign ERB Trademarks, the HSI HERC Foreign ERB Trademarks and HSI (HERTZ) US ERB Trademarks during the Interim Period.   4. Ownership. 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. The Parties shall cooperate to protect, maintain and enforce all relevant trademark and related rights subject to this Agreement.   5. Infringement and Indemnification.   5.1 Notice of Infringement. HERC shall promptly notify HSI of the use of any mark by any third party which HERC considers might be an infringement or passing off of any HERTZ or HERTZ-formative intellectual property used by or licensed to HERC pursuant   6\n\n\n\n\n\n  to the terms hereof or the Trademark, Trade Name, Domain and Related Rights License Agreement. However, HSI shall have the sole right to decide whether or not proceedings shall be brought against such third parties. In the event that HSI decides that action should be taken against such third parties, HSI may take such action either in its own name or, alternatively, HSI may authorize HERC to initiate such action in HERC's name. In any event, the Parties agree to cooperate fully with each other to the extent necessary to prosecute such action, all expenses being borne by the Party bringing such action and all damages which may be recovered being solely for the account of that Party.   5.2 Indemnification of HERC related to use of HERTZ trademark during the Interim Period. HSI shall defend, indemnify and hold HERC harmless against any and all claims, suits, actions or other proceedings whatsoever brought against HERC based on third-party claims of trademark infringement in connection with HERC'S use of the HSI (HERTZ) Foreign ERB Trademarks, the HSI (HERTZ) US ERB Trademarks, the HERC (HERTZ) US ERB Trademarks and the Other Intellectual Property to the extent such claims, suits, actions or other proceedings are based upon use of the HERTZ element comprising a HSI (HERTZ) Foreign ERB Trademark, HSI (HERTZ) US ERB Trademark, HERC (HERTZ) US ERB Trademark or Other Intellectual Property during the Interim Period only and from claims of third parties against HERC or any of its affiliates stemming from HERTZ's use of the HERTZ trademarks.   5.3 Indemnification of THC and HSI. Except as provided in Section 5.2, HERC shall defend, indemnify and hold THC, HSI, and their affiliates, and each of their officers, directors, agents, and employees harmless from and against all costs, expenses, taxes (including interest and penalties, and determined without regard to the tax attributes of any indemnitee) and losses (including reasonable attorney fees and costs) incurred from claims of third parties (including any taxing authority) against either THC, HSI or any of their affiliates stemming from any of the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement and HERC's use of the HERC trademarks, including without limitation any transfers of rights and actions which relate in any way to the manufacture, distribution, sale or performance or promotion of the Foreign and US Licensed Products and Services (as defined in the Trademark, Trade Name, Domain and Related Rights License Agreement). This provision shall survive the expiration or earlier termination of this Agreement and the Trademark, Trade Name, Domain and Related Rights License Agreement.   5.4 Indemnity Procedure. All claims for indemnification under Section 5.2 and Section 5.3 and any other disputes that arise under this Agreement and the ancillary agreements exhibited hereto will be made in accordance with and governed by the procedures set forth in Article V of the Distribution Agreement.   6. 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\n\n\n\n\n\n  protection, all of which must be acceptable to THC and HSI, and which must name THC and HSI as additional insureds. Such policy shall provide, in addition to other protection, protection against any and all claims, demands, and causes of action arising out of any act, omission, negligence or otherwise giving rise to a third party claim. 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. HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. HERC agrees to furnish THC and HSI Certificates of Insurance evidencing same within thirty (30) days after the execution of this Agreement. In no event shall HERC perform or promote the carry out the activities contemplated under this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement prior to receipt by THC and HSI of evidence of insurance.   7. Confidentiality. Unless otherwise agreed to by the Parties or except as otherwise provided in this Agreement or the Distribution Agreement, any Confidential Information (as defined in the Distribution Agreement) furnished pursuant to this Agreement shall be subject to the confidentiality provisions and restrictions on disclosure set forth in Section 6.7 of the Distribution Agreement.   8. Breach and Termination.   8.1 By THC or HSI upon Notice. In the event of a material breach of this Agreement or any of the ancillary agreements exhibited hereto, THC or HSI may notify HERC of such material breach and terminate this Agreement upon written notice. If HERC has not cured any such breach within thirty (30) days after HERC receives such notice, this Agreement shall automatically terminate without further notice. Notwithstanding the foregoing, if the nature of the breach is such that it cannot be cured, then this Agreement shall automatically terminate upon notice of termination by THC or HSI to HERC (without any opportunity to cure the breach).   8.2 By THC or HSI Immediately. THC or HSI shall have the right to immediately terminate this Agreement if HERC: (i) becomes insolvent, or (ii) files a petition in bankruptcy or is adjudicated a bankrupt, or if a petition in bankruptcy is filed against HERC and not dismissed within thirty (30) days, or (iii) makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or (iv) discontinues its business, or (v) causes or suffers a receiver to be appointed for it or its business and such receiver has not been discharged within thirty (30) days after the date of appointment thereof   8.3 No Waiver. No refusal by either THC or HSI to terminate this Agreement in accordance this section will be deemed to be a waiver of such Party's right to terminate upon any subsequent or future event by which such party has, or is provided with, the right to terminate this Agreement.   8\n\n\n\n\n\n  8.4 Effect of Termination. Termination of this Agreement shall not result in the termination of any provisions herein which by their nature are meant to survive termination (including any covenants herein related to discontinuation of use of licensed intellectual property and the indemnification provisions hereof), nor shall it relieve any Party of liability for breaches of the terms hereof prior to termination. For the avoidance of doubt, the Parties agree that in the event of termination of this Agreement or the Trademark, Trade Name, Domain and Related Rights License Agreement, Section 4.4 of the Trademark, Trade Name, Domain and Related Rights License Agreement contains additional provisions related to termination of licensed intellectual property pursuant to the terms hereof that shall apply as if contained herein.   9. Non-Competition. 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. This provision shall survive the expiration or earlier termination of this Agreement.   10. 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.   11. Notices.   11.1 All notices or other communications required to be sent or given under this Agreement or any ancillary agreement exhibited hereto will be in writing and will be delivered personally, by commercial overnight courier, by facsimile or by electronic mail, directed to the addresses set forth below. Notices are deemed properly given as follows: (a) if delivered personally, on the date delivered, (b) if delivered by a commercial overnight courier, one (1) business day after such notice is sent, and (c) if delivered by facsimile or electronic mail, on the date of transmission, with confirmation of transmission; provided, however, that if the notice is sent by facsimile or electronic mail, the notice must be followed by a copy of the notice being delivered by a means provided in (a) or (b):   If THC, to:   8501 Williams Road Estero, Florida 33928 Attn: General Counsel   9\n\n\n\n\n\n  Fax: (866) 888-3765 E-mail: rfrecker@hertz.com   If HSI, to:   8501 Williams Road Estero, Florida 33928 Attn: General Counsel Fax: (866) 888-3765 E-mail: rfrecker@hertz.com   If HERC, to:   27500 Riverview Center Blvd. Bonita Springs, Florida 34135 Attn: Chief Legal Officer Fax: (239) 301-1109 E-mail: mwaryjas@hertz.com   12. Miscellaneous.   12.1 Authority. Each Party represents, warrants, and agrees that its corporate officers executing the Agreement have been duly authorized and empowered to do so.   12.2 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.   12.3 Entire Understanding/Amendment. This Agreement, the agreements exhibited hereto, the Distribution Agreement and the Ancillary Agreements (as defined in the Distribution Agreement) set forth the entire agreement and understanding between the Parties with respect to the subject matter hereof and may not be orally changed, altered, modified or amended in any respect. To effect any change, modification, alteration or amendment of this Agreement, the same must be in writing, signed by all Parties hereto.   12.4 Successors and Assigns. 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.   12.5 No Waiver. Except as otherwise provided in this Agreement, neither Party waives any rights under this Agreement by delaying or failing to enforce such rights. No waiver by any Party of any breach or default hereunder shall be deemed to be a waiver of any subsequent breach or default. Any agreement on the part of any Party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly   10\n\n\n\n\n\n  authorized officer on behalf of such Party.   12.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction or other authoritative body, such invalidity or unenforceability will not affect any other provision of this Agreement. Upon such determination that a provision is invalid or unenforceable, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible.   12.7 Relationship of Parties. Each Party shall act as an independent contractor in carrying out its obligations under this Agreement. Nothing contained in this Agreement shall be construed to imply a joint venture, partnership or principal/agent relationship between the Parties and neither Party by virtue of this Agreement shall have the right, power or authority to act or create any obligation, express or implied, on behalf of the other Party.   12.8 Construction. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the Party causing this Agreement to be drafted.   12.9 Exhibits/Schedules. All exhibits and schedules attached to this Agreement are incorporated herein by reference as though fully set forth herein.   12.10 Headings. The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.   12.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the Parties hereto and may be used in lieu of the original version of this Agreement for all purposes. Signatures of the Parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.   12.12. Conflict. In the event of a conflict between the terms and conditions of this Agreement and any ancillary agreement exhibited hereto, the terms and conditions of this Agreement will control.   12.13 Third Party Beneficiaries. 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.   *****   11\n\n\n\n\n\n  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.\n\n  THE HERTZ CORPORATION\n\n  By:   /s/ Richard J. Frecker\n\n  Name: Richard J. Frecker\n\n  Title: Senior Vice President, Deputy General Counsel Secretary and Acting General Counsel\n\n  HERTZ SYSTEM, INC.\n\n  By:   /s/ Richard J. Frecker\n\n  Name: Richard J. Frecker\n\n  Title: Vice President\n\n  HERC RENTALS INC.\n\n  By:   /s/ Lawrence H. Silber\n\n  Name: Lawrence H. Silber\n\n  Title: President and Chief Executive Officer"}]}, {"title": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "Cooperation Agreement (2014 Amendment)", "answer_start": 60}], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Nanjing Tuniu Technology Co., Ltd.,", "answer_start": 186}, {"text": "Beijing Tuniu Technology Co., Ltd.", "answer_start": 420}, {"text": "Party B", "answer_start": 617}, {"text": "Party A", "answer_start": 404}], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "January 24, 2014", "answer_start": 137}], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "January 24, 2014", "answer_start": 137}, {"text": "This Agreement shall take effect as of the date when the authorized representatives of the Parties sign hereon.", "answer_start": 13530}], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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\").", "answer_start": 6917}], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 11232}], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 3588}], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [{"text": "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", "answer_start": 2948}, {"text": "Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.", "answer_start": 3169}, {"text": "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.", "answer_start": 3588}, {"text": "Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.", "answer_start": 3401}], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "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;", "answer_start": 7316}], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.", "answer_start": 13987}], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [{"text": "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. For the purpose of this Article 12.3, \"Intellectual Property\" means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global scope.", "answer_start": 14141}], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.", "answer_start": 10654}, {"text": "The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement.", "answer_start": 10817}], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 6486}], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": false}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.4\n\nCOOPERATION AGREEMENT\n\n(2014 Amendment)\n\nThis Cooperation Agreement (2014 Amendment) (this \"Agreement\") is entered into on January 24, 2014 in Beijing by and between:\n\n(1) Nanjing Tuniu Technology Co., Ltd., with its registered address at 3-5/F Building No.6, Southeast University Science Park, 6 Changjianghou Street, Xuanwu District, Nanjing and its legal representative being Yu Dunde (\"Party A\");\n\n(2) Beijing Tuniu Technology Co., Ltd., with its registered address at R1006 10/F Building No.4, Yard No.1 of Shangdishi Street, Haidian District, Beijing and its legal representative being Yu Dunde (\"Party B\").\n\nWHEREAS\n\n1. Party A is a company with exclusively domestic capital incorporated under the laws of the People's Republic of China, mainly engaged in the internet-based sale, promotion of tour products, room reservation and conference affairs services.\n\n2. Party B is a limited liability company incorporated under the laws of the People's Republic of China, mainly engaged in research and development of computer software technology, technology transfer, technical consultancy and technical services, computer technology training, technical services and business consultancy services in relation to the internet-based sale and promotion of tour products.\n\n3. 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.\n\n4. After an amiable consideration, the Parties unanimously agree that the establishment of a long-term and close cooperation relationship is in the best interests of the Parties and their beneficiaries.\n\n5. The Parties have entered into the Cooperation Agreement on September 17, 2008 in respect of the aforementioned cooperative matters (the \"Original Cooperation Agreement\").\n\n\n\n\n\nThe Parties unanimously agree to amend and restate the Original Cooperation Agreement through friendly negotiation and the Original Cooperation Agreement is amended and restated as follows:\n\n  1. Business Cooperation\n\nParty A and Party B unanimously agree that the proposed cooperation shall be the internet-based sale and promotion of tour products conducted by Party A and its subsidiaries or other value-added business carried out by Party A. Party B shall provide the business consultancy and technical services as well as the technical consultancy as set forth in Article 3 hereinafter to Party A and its subsidiaries to facilitate them to conduct the aforementioned business and supply relevant products and services.\n\n  2. Exclusive Cooperation\n\n\n\n2.1 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. Party A shall not establish any same or similar cooperative relationship with any third party in respect of such businesses nor shall it make any same or similar arrangement, unless with the prior written consent of Party B.\n\n  2.2 Party A irrevocably undertakes that it will make best efforts to assist and endeavor to achieve the exclusive operation of thecooperative business to the extent permitted by laws.\n\n\n\n2.3 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.\n\n  3. Party B's Services\n\nParty B undertakes to provide the following technical consultancy and services to Party A and its subsidiaries in respect of the cooperative business (collectively referred to as \"Party B's Services\"):\n\n  3.1 Research, development, production, test, operation and maintenance, upgrade and other services of relevant technology;\n\n  3.2 Development, construction, operation and maintenance, upgrade and other services of relevant internet platform and system;\n\n  3.3 Design the relevant tour products plan, and provide relevant training, implementation and upgrade and other services;\n\n\n\n\n\n  3.4 Consultancy services related to sale and promotion of tour products;\n\n  3.5 Other services as agreed by the Parties.\n\nParty A agrees that Party B may, at its own discretion, provide the aforementioned Party B's Services to Party A and its subsidiaries, or purchase the required services from any third party and provide the services to Party A and its subsidiaries.\n\nParty A shall cause its subsidiaries to accept Party B's Services. The Parties agree that the subsidiaries of Party A may otherwise enter into an agreement with Party B in respect of Party B's Services in accordance with this Agreement.\n\n  4. Cooperation Remuneration\n\n  4.1 Party A and Party B unanimously agree that they will allocate the proceeds generated from cooperation in accordance with thefollowing provisions:\n\nParty 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. Party B shall have the right to adjust the amount of Service Fee at its own discretion, without the prior consent of Party A or its subsidiaries.\n\nParty A shall cause its subsidiaries to pay the Service Fee in respect of Party B's Services provided to such subsidiaries.\n\n  4.2 The Service Fee of the last quarter shall be paid prior to the seventh business day following the commencement of the next quarter. Such Service Fee shall be paid to the bank account designated by Party B in writing. If Party B intends to change its bank account, it shall send a written notice to Party A seven business days in advance.\n\n  4.3 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.\n\n  5. Term of Cooperation\n\nParty 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\").\n\n\n\n\n\n6. Termination\n\n  6.1 Prior to the expiration of the Term of Cooperation , this Agreement shall only be terminated upon occurrence of the followingcircumstances:\n\n  6.1.1 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;\n\n  6.1.2 One Party requests to terminate this Agreement when the other Party is declared bankrupt in accordance with the laws;\n\n  6.1.3 Party B fails to provide Party B's Services to Party A for more than three consecutive years due to the force majeure event.\n\n  6.2 Rights and Obligations of the Parties upon Termination\n\n  6.2.1 If this Agreement is terminated according to the aforementioned Article 6.1.1, neither Party shall assume any obligations or liabilities to the other Party as of the termination hereof, unless as otherwise agreed by the Parties, provided that the liabilities for breach occurring prior to the termination shall not be exempted;\n\n  6.2.2 If this Agreement is terminated according to the aforementioned Article 6.1.2, the rights and obligations of the Parties at thetime of termination hereof shall be subject to the relevant bankruptcy laws;\n\n  6.2.3 If this Agreement is terminated according to the aforementioned Article 6.1.3, neither Party shall assume any obligations or liabilities to the other Party as of the termination hereof, provided that the liabilities for breach that occured prior to the force majeure event shall not be exempted.\n\n  6.3 Each Party hereby irrevocably waives other rights to terminate this Agreement it may have under any applicable laws, except for therights of the Parties agreed under this Article 6.\n\n\n\n6.4 Party A hereby expressly undertakes that it waives the right to request amendment and revocation of any term of this Agreement on the ground of material misunderstanding or unconscionability, regardless of whether such request is based on the percentage and amount of payment specified hereunder or the quantity and quality of any service provided by Party B, or is raised against the provisions under which Party A is prohibited from having any cooperation with a third party and conducting any businesses other than those agreed hereunder.\n\n\n\n\n\n7. Representations and Warranties\n\n  7.1 Each Party hereby represents and warrants to the other Party that:\n\n  7.1.1 It has sufficient capacity for action, power and authorization (including necessary government approval and internal permit ofcorporation) to execute and perform this Agreement;\n\n  7.1.2 This Agreement shall be legally binding on the Parties as of the execution date hereof; and\n\n  7.1.3 There is no outstanding litigation, arbitration or other legal or governmental proceedings, or to the knowledge of that Party, there is no litigation, arbitration or other legal or governmental proceedings threatening or affecting the performance of obligations of that Party hereunder.\n\n  7.2 Each Party shall be responsible for and hold the other Party harmless from any loss, damages and claim arising out of violation of anyrepresentations and warranties hereunder.\n\n  8. Breach\n\nThe Parties agree and acknowledge that:\n\n\n\n8.1 If any Party commits any act in violation of this Agreement, such Party shall assume the liabilities for breach according to this Agreement and applicable laws. If both Parties breach this Agreement, they shall each assume their own liabilities for breach respectively. Notwithstanding the foregoing provisions, neither Party shall be responsible to the other Party in respect of any indirect loss or damage caused hereunder.\n\n  8.2 The demand for liquidated damages and specific performance in respect of any breach during the Term of Cooperation are all remedies that the non-breaching Party shall have under this Agreement. The non-breaching Party shall waive the right to request termination of this Agreement it may have according to any applicable laws as a result of the violation acts committed by the breaching Party.\n\n  9. Governing Law\n\nThis 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.\n\n\n\n\n\n10. Force Majeure\n\nThe force majeure hereunder shall mean the natural disaster, war, political event, and adjustment of laws, regulations and state policies. If the performance of this Agreement by one Party or the Parties according to provisions agreed hereunder is directly affected by the force majeure event, the affected Party shall immediately notify the other Party or its attorney-in-fact of the situation of the force majeure event, and shall, within fifteen (15) days, provide the detailed information of the force majeure event or the reason for non-performance or partial performance or delay of performance of this Agreement as well as valid evidence thereof (which shall be issued by the notarization authority at the place where the force majeure event occurs). The Parties shall negotiate to decide the performance of this Agreement depending on to what degree the performance of this Agreement is influenced by the force majeure, and decide on whether the affected Party may partially perform or postpone the performance of its obligations hereunder. Except as provided for under Article 6.1.3 hereof, neither Party shall exercise the right to termination this Agreement that it may have under any applicable laws on the ground of occurrence of force majeure event.\n\n  11. Dispute Resolution\n\n  11.1 Any dispute arising out of performance of this Agreement or in connection with this Agreement shall be resolved by the Partiesthrough friendly negotiation.\n\n  11.2 If the dispute cannot be resolved through negotiation within thirty (30) days after a Party sends the written notice to the other Party stating its opinions on this dispute, either Party may submit the dispute to China International Economic and Trade Commission for arbitration in Beijing according to its arbitration rules then in effect. The arbitration award shall be final and binding on each Party.\n\n  12. Miscellaneous\n\n\n\n12.1 This Agreement shall take effect as of the date when the authorized representatives of the Parties sign hereon. The Parties agree and confirm that this Agreement shall constitute all understanding, interpretation and intentions of the Parties in respect of the cooperative business. This Agreement shall be taken as an amendment and restatement of the Original Cooperation Agreement and supersede the Original Cooperation Agreement in all respects.\n\n  12.2 The rights and obligations of each Party under this Agreement shall not be transferred, except for the transfer by Party B to its affiliates.\n\n\n\n\n\n\n\n12.3 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. For the purpose of this Article 12.3, \"Intellectual Property\" means the patent, patent application right, trademark, service mark, logo, image, trade name, internet domain name, design right, copyright (including copyright of computer software) and moral rights, database right, right of semiconductor design drawing, utility model, proprietary technology and other intellectual property that are registered and unregistered including those that have applied for registration, as well as all other rights or protection methods with same or similar effect on a global scope.\n\n  12.4 To the extent permitted under the laws of the People's Republic of China, the failure or delay of performance of any right under this Agreement by any Party shall not be deemed as a waive of such right, and any single or partial exercise of any right shall not preclude the further exercise of such right in the future.\n\n  12.5 This Agreement shall constitute an entire agreement between the Parties in respect of the subject matter of this Agreement and supersede any and all prior expression of intention or understanding reached by the Parties in relation to this Agreement. This Agreement shall not be amended or modified unless the authorized representatives of the Parties sign a written agreement thereof.\n\n  12.6 This Agreement shall be executed in two (2) copies, each of which shall have the same legal effect.\n\n\n\n12.7 Any notice or written communication sent by a Party to the other Party under this Agreement shall be made in writing and delivered by courier service or by facsimile accompanied with a confirmation hard copy delivered by courier service. The notice, communication or letter sent under this Agreement shall be deemed as effectively received on the seventh (7) day after sending to the courier service, or shall be deemed as effectively received on the first (1) day after delivered by facsimile, which shall be evidenced by the transmission confirmation. All notice and communication shall be sent to the following addresses until a Party notify the other Party in writing to change such addresses:\n\nParty A: Nanjing Tuniu Technology Co., Ltd.  Address: Tuiniu Building, 699-32Xuanwu Avenue, Xuanwu District, Nanjing Fax No.: (86 25) 86853999 Attention: General Manager\n\nParty B: Beijing Tuniu Technology Co., Ltd.  Address: Tuiniu Building, 699-32Xuanwu Avenue, Xuanwu District, Nanjing Fax No.: (86 25) 86853999 Attention: General Manager\n\n\n\n\n\n  12.8 Confidentiality Obligations\n\n  12.8.1 Neither Party shall disclose the financial and technical information obtained in the course of conclusion of this Agreement to any third party nor use such information for matters irrelevant to this Agreement, regardless of written or oral information, unless the other Party gives a prior written consent thereto.\n\n  12.8.2 The Parties shall be obligated to take measures (including without limitation preparing the confidentiality rules, entering into the confidentiality agreement, establishing the archive management system and etc.) to ensure their respective employees will observe the confidentiality obligations specified hereunder.\n\n(The remaining of this page is intentionally left blank)\n\n\n\n\n\nIn witness whereof, this Agreement has been executed by the duly authorized representatives of the Parties on the date first mentioned above.   Party A: Nanjing Tuniu Technology Co., Ltd.\n\nBy:   /s/ Yu Dunde     Name: Yu Dunde     Title: Chairman\n\nParty B: Beijing Tuniu Technology Co., Ltd.\n\nBy:   /s/ Yu Dunde     Name: Yu Dunde     Title: Chairman"}]}, {"title": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "Promotion Agreement", "answer_start": 505}], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "CNET", "answer_start": 583}, {"text": "Cyberian Outpost, Inc.", "answer_start": 31}, {"text": "CNET, Inc.", "answer_start": 583}, {"text": "Company", "answer_start": 636}], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "January 26, 1998", "answer_start": 558}], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "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\n\n       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.", "answer_start": 11733}], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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\n\n       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.", "answer_start": 11733}], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 21783}], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "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).", "answer_start": 12898}], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [{"text": "The      parties acknowledge that the foregoing will not prevent CNET from      displaying text links and other references to Competing Computer Products      Retailers as reasonably necessary to provide appropriate editorial and      search related services on the CNET Sites. The Retail Promotions granted to      the Company shall be placed in such a way as to provide no more or less      prominence to the Company than is provided to any other Competing Computer      Retailer signing an agreement with CNET.", "answer_start": 13496}, {"text": "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).", "answer_start": 12898}], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": false}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "provided that (a) either party may terminate this Agreement,      effective at any time after the first three\n\n       months of the Term, by giving 30 days' written notice of termination to the      other party,", "answer_start": 11878}], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 19869}], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "For each month during the Term, the Company will pay CNET a                  minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "answer_start": 9018}], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "For each month during the Term, the Company will pay CNET a                  minimum of [XXXX] in cash, plus [XXX] of CNET Sales.", "answer_start": 9018}], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 14046}], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 21112}], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "The Company shall indemnify and hold           CNET harmless from and against any Losses that CNET may suffer, incur           or be subjected to by reason of any legal action, proceeding,\n\n\n\n\n\n          arbitration or other claim by a third party, whether commenced or           threatened, arising out of or as a result of (a) any breach or alleged           breach by the Company of its representations, warranties or covenants           hereunder; (b) the use by CNET of the Company Marks or any content           provided by the Company to CNET expressly for display in connection           with or as part of the Promotions, including claims of infringement or           misappropriation of intellectual property rights; or (c) the operation           of the Company Site or the offer or sale of the Products by the           Company or through the Company Sit", "answer_start": 16887}, {"text": "The Company shall indemnify and hold           CNET harmless from and against any Losses that CNET may suffer, incur           or be subjected to by reason of any legal action, proceeding,\n\n\n\n\n\n          arbitration or other claim by a third party, whether commenced or           threatened, arising out of or as a result of (a) any breach or alleged           breach by the Company of its representations, warranties or covenants           hereunder; (b) the use by CNET of the Company Marks or any content           provided by the Company to CNET expressly for display in connection           with or as part of the Promotions, including claims of infringement or           misappropriation of intellectual property rights; or (c) the operation           of the Company Site or the offer or sale of the Products by the           Company or through the Company Site.", "answer_start": 16887}, {"text": "CNET shall indemnify and hold the Company           harmless from and against any costs, losses, liabilities and expenses,           including all court costs, reasonable expenses and reasonable           attorney's fees (collectively, \"Losses\") that the Company may suffer,           incur or be subjected to by reason of any legal action, proceeding,           arbitration or other claim by a third party, whether commenced or           threatened, arising out of or as a result of (a) any breach or alleged           breach by CNET of its representations, warranties or covenants           hereunder; or (b) the operation of the CNET Sites (except in cases           where the Company is required to indemnify CNET under the following           paragraph), including claims of infringement or misappropriation of           intellectual property rights.", "answer_start": 15988}, {"text": "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.", "answer_start": 19523}], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "CYBERIANOUTPOSTINC_07_09_1998-EX-10.13-PROMOTION AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "EXHIBIT 10.13                  Cyberian Outpost, Inc. has omitted from this Exhibit 10.13 portions of the Agreement for which Cyberian Outpost, Inc. has requested confidential treatment from the Securities and Exchange Commission. The portions of the Agreement for which confidential treatment has been requested are marked with X's in brackets and such confidential portions have been filed separately with the Securities and Exchange Commission.\n\n                              PROMOTION AGREEMENT\n\nThis Promotion Agreement (the \"Agreement\") is dated as of January 26, 1998 between CNET, Inc. (\"CNET\") and Cyberian Outpost, Inc. (the \"Company\"). Pursuant to this Agreement, CNET will provide various links and other online and television promotions (collectively, the \"Promotions\") to the Company to assist the Company in promoting its products and services and facilitating the sale of products to potential buyers through its Internet site. CNET will be compensated by the Company for providing the Promotions. Accordingly, the parties hereby agree as follows:\n\n1.   Background.\n\n     1.1  The Company. The Company operates an electronic retailing operation           through its Internet sites located at www.cyberianoutpost.com or           www.outpost.com (together with any successors to such sites, the           \"Company Site\"). Through the Company Site, the Company sells or           facilitates the sale of various products and services, either directly           or as an agent for third party vendors. All products and services           offered for sale through the Company Site are referred to as the           \"Products.\"\n\n     1.2  CNET. CNET produces television programs and operates a network of           Internet sites on the world wide web. For purposes of this Agreement,           the \"CNET Sites\" refer to any Internet sites operated by CNET or its           subsidiaries, including without limitation the sites referenced in           Section 2.5 and Exhibit A.\n\n2.   CNET's Obligations.\n\n     2.1  TV Promotions. CNET will provide the Company one 15 second \"spot\" for           Promotions on its syndicated weekly TV program, TV.COM. Promotions           will run on each weekly episode of TV.COM during the Term; provided           that TV.COM remains on the air throughout such period. Should TV.COM           not be run on the air during a portion of the Term, CNET will run two           download.com banner advertising programs per month during such portion           of the Term in lieu of the foregoing TV.COM Promotions.\n\n     2.2  Banner Promotions. CNET will provide advertising banners to the           Company during the Term as described in Exhibit A.\n\n     2.3  Retail Promotions.\n\n            2.3.1  CNET will provide for various retail Promotions across the CNET                  Sites, which may include text/HTML links, buttons, portals and                  other fixed Promotions that include embedded links to the                  Company Site (the \"Retail Promotions\" and, together with the                  advertising banners contemplated in the preceding paragraph,                  the \"Online Promotions\").\n\n          2.3.2  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. For such purposes, a                  \"Retail Impression\" means the display of one page of a CNET                  Site that contains at least one Retail Promotion. If CNET fails                  to provide the Retail Impressions required by the preceding                  sentence during the Term, then CNET will continue to display                  Retail Impressions in accordance with this Agreement following                  the Term (notwithstanding the termination or expiration of the                  Term) until the required number of Retail Impressions has been                  delivered.\n\n     2.4  Placement of Retail Promotions. CNET will determine the location and           type of each Retail Promotion displayed throughout the CNET Sites and           may phase in certain types of Retail Promotions as they are developed.           CNET currently intends to display Retail Promotions consisting of           text/HTML links, pre-filled with an appropriate query string or link           (\"Pre-Filled Links\"), as set forth in this Section. The Retail           Promotions contemplated by this Section will be displayed above the           fold where the graphical layout of the page reasonably permits such           positioning (as determined by CNET), and in other cases the Retail           Promotions will be prominently positioned below the fold. For the           purposes of clarity, the \"fold\" is defined as the visible portion of           the screen on a standard 640 x 480 screen size.\n\n          2.4.1  On SEARCH.COM, CNET intends to display a Pre-Filled Link on the\n\n\n\n\n\n                 search query page related to Shopping and on every search                  results page served by CNET.\n\n          2.4.2  On CNET.COM, CNET intends to display a Pre-Filled Link on pages                  within the site except the Front Door and except for pages                  within the Personalities and Community sections.\n\n          2.4.3  On BUILDER.COM, CNET intends to display a Pre-Filled Link on                  pages within the site except the Front Door and the \"Builder                  Buzz\" section.\n\n            2.4.4  On GAMECENTER.COM, NEWS.COM, DOWNLOAD.COM and SHAREWARE.COM,                  CNET will display a Pre-Filled Link on pages within the site                  except the Front Door.\n\n          2.4.5  Other pages of the CNET Sites, CNET will display additional                  Retail Promotions as appropriate and as mutually agreed upon.\n\n     2.5  Design and Production of Online Promotions. The Company will design           any graphics required for the Online Promotions and provide pre-filled           query strings or links for all of the Pre-Filled Links, with           reasonable assistance from CNET, and the Company will supply digital           copies of such graphics and other materials to CNET. CNET will be           responsible for incorporating the Online Promotions into the CNET           Sites and for ensuring that the Online Promotions are accessible to           users of the CNET Sites (\"Users\").\n\n     2.6  Reporting. Within 30 days after the end of each month during the Term,           CNET will provide a report to the Company indicating the number of           Retail Promotions displayed on the CNET Sites during such month and           the number of times that a User clicked on a Retail Promotion during           such month. CNET will also provide standard reporting for banner           advertisements and television Promotions.\n\n3.   The Company's Obligations:\n\n     3.1  Operation of Company Site. The Company will be responsible for           ensuring that each link embedded within an Online Promotion takes the           User to the appropriate area within the Company Site, and that the           Company Site functions with reasonable reliability and in a           commercially reasonable manner throughout the Term. In particular, the           Company agrees that the Company Site will comply with the performance           standards set forth in Exhibit B throughout the Term. Any failure by           the Company to comply with this paragraph will be deemed to be a           material breach of this Agreement.\n\n     3.2  Reporting. Within 30 days after the end of each month during the Term,           the Company will provide a report to CNET indicating the aggregate           number of referrals from the CNET Sites to the Company Site during           such month, the resulting number of buyers, the aggregate behavior           (including orders and sales volume) of those buyers, and the total           revenue attributable to the Online Promotions minus applicable sales           tax, shipping costs, returns and cancellations (the \"CNET Sales\"). The           \"CNET Sales\" will be counted as sales by the Company to each User who           accesses the Company Site through a link from an Online Promotion for           a period of 4 hours from the referral, CNET and The Company will agree           on technical procedures to allow the easy and accurate reporting of           CNET Sales. The Company will make this information available in a           manner which\n\n            allows CNET and the Company to understand the performance of the           various Online Promotions.\n\n     3.3  Cash Consideration.\n\n          3.3.1  For each month during the Term, the Company will pay CNET a                  minimum of [XXXX] in cash, plus [XXX] of CNET Sales. Payments                  under this paragraph will be based on the reports prepared by                  the Company under Section 3.2 (although CNET may challenge such                  reports as contemplated by Section 9.5) and will be due within                  30 days after the end of each month of the Term.\n\n          3.3.2  Payments under this Section 3.3 will be made by wire transfer                  of immediately available funds and are nonrefundable once paid.\n\n     3.4  User Information. At least once each calendar quarter, the Company           will deliver to CNET all aggregate data collected as a result of the           CNET Sales, including but not limited to, demographic data, buying           behavior as measured by conversion to sale, frequency of purchasing,           average order size, and a comparison to the respective average for the           Company.\n\n     3.5  Reciprocal Marketing. For the duration of the Term, the Company will           place a link within the Beta Report Newsletter, the Cyberian Express           Newsletter, the Gamer's Express newsletter, or any newsletter to which           users can subscribe to which is provided by the Company to its users           (expressly excluded from this obligation are emails that are sent by           the Company for product announcements, or personalized emails sent to           users upon product purchase. This link will be a text phrase or series           of text phrases encouraging the users to sign up for CNET's free email           newsletters for technology News, CNET Dispatch, and Software &           Hardware Services. CNET will provide all entry forms and operate the           production and sending of the newsletter. CNET agrees not to           specifically target these subscribers separately from the general\n\n\n\n\n\n          database of subscribers to CNET's various newsletters. 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. A Technology Content Provider is           defined as a company providing news product information or reviews           about technology products that is not a manufacturer of those           products.\n\n4.   Term and Termination. 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\n\n       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. 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.\n\n5.   Exclusivity. For purposes of this agreement \"Competing Computer Products      Retailer\" means any company other than the Company that is engaged in the      retail sale of computer products, with the exception of CNET Direct, which      operates BuyDirect.com. 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). The      parties acknowledge that the foregoing will not prevent CNET from      displaying text links and other references to Competing Computer Products      Retailers as reasonably necessary to provide appropriate editorial and      search related services on the CNET Sites. The Retail Promotions granted to      the Company shall be placed in such a way as to provide no more or less      prominence to the Company than is provided to any other Competing Computer      Retailer signing an agreement with CNET.\n\n6.  Trademark Licenses.\n\n     6.1  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.           Any use of the Company Marks by CNET must comply with any reasonable           usage guidelines communicated by the Company to CNET from time to           time. Nothing contained in this Agreement will give CNET any right,           title or interest in or to the Company Marks or the goodwill           associated therewith, except for the limited usage rights expressly           provided above. CNET acknowledges and agrees that, as between the           Company and CNET, the Company is the sole owner of all rights in and           to the Company Marks.\n\n     6.2  The Company hereby represents and warrants to CNET that the Company           has, and will have throughout the Term, all necessary rights in and to           the Company Marks to grant CNET the licenses and usage rights           contemplated by this Agreement without violating the rights of any           third party.\n\n  7.   Responsibility for the Company Products. The Company acknowledges and      agrees that, as between the Company and CNET, the Company will be solely      responsible for any claims or other losses associated with or resulting      from the marketing or operation of the Company Site or the offer or sale of      any Products by the Company or through the Company Site. CNET is not      authorized to make, and agrees not to make, any representations or      warranties concerning the Products, except to the extent (if any) contained      within Promotions delivered to CNET by the Company.\n\n8.   Mutual Indemnification.\n\n     8.1  Indemnification by CNET. CNET shall indemnify and hold the Company           harmless from and against any costs, losses, liabilities and expenses,           including all court costs, reasonable expenses and reasonable           attorney's fees (collectively, \"Losses\") that the Company may suffer,           incur or be subjected to by reason of any legal action, proceeding,           arbitration or other claim by a third party, whether commenced or           threatened, arising out of or as a result of (a) any breach or alleged           breach by CNET of its representations, warranties or covenants           hereunder; or (b) the operation of the CNET Sites (except in cases           where the Company is required to indemnify CNET under the following           paragraph), including claims of infringement or misappropriation of           intellectual property rights.\n\n     8.2  Indemnification by the Company. The Company shall indemnify and hold           CNET harmless from and against any Losses that CNET may suffer, incur           or be subjected to by reason of any legal action, proceeding,\n\n\n\n\n\n          arbitration or other claim by a third party, whether commenced or           threatened, arising out of or as a result of (a) any breach or alleged           breach by the Company of its representations, warranties or covenants           hereunder; (b) the use by CNET of the Company Marks or any content           provided by the Company to CNET expressly for display in connection           with or as part of the Promotions, including claims of infringement or           misappropriation of intellectual property rights; or (c) the operation           of the Company Site or the offer or sale of the Products by the           Company or through the Company Site.\n\n     8.3  Indemnification Procedures. If any party entitled to indemnification           under this section (an \"Indemnified Party\") makes an indemnification           request to the other, the Indemnified Party shall permit the other           party (the \"Indemnifying Party\") to control the defense, disposition           or settlement of the matter at its own expense; provided that the           Indemnifying Party shall not, without the consent of the Indemnified           Party enter into any settlement or agree to any disposition that           imposes an obligation on the Indemnified Party that is not wholly           discharged or dischargeable by the Indemnifying Party, or imposes any           conditions or obligations on the Indemnified Party other than the           payment of monies that are readily measurable for purposes of           determining the monetary indemnification or reimbursement obligations           of Indemnifying Party. The Indemnified Party shall\n\n            notify Indemnifying Party promptly of any claim for which Indemnifying           Party is responsible and shall cooperate with Indemnifying Party in           every commercially reasonable way to facilitate defense of any such           claim; provided that the Indemnified Party's failure to notify           Indemnifying Party shall not diminish Indemnifying Party's obligations           under this Section except to the extent that Indemnifying Party is           materially prejudiced as a result of such failure. An Indemnified           Party shall at all times have the option to participate in any matter           or litigation through counsel of its own selection and at its own           expense.\n\n9.   Miscellaneous.\n\n     9.1  LIMITATION OF DAMAGES. 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.\n\n     9.2  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.\n\n     9.3  Relationship of Parties. This Agreement will not be construed to           create a joint venture, partnership or the relationship of principal           and agent between the parties hereto, nor to impose upon either party           any obligations for any losses, debts or other obligations incurred by           the other party except as expressly set forth herein.\n\n     9.4  Entire Agreement. This Agreement constitutes and contains the entire           agreement between the parties with respect to the subject matter           hereof and supersedes any prior oral or written agreements. This           Agreement may not be amended except in writing signed by both parties.           Each party acknowledges and agrees that the other has not made any           representations, warranties or agreements of any kind, except as           expressly set forth herein.\n\n     9.5  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. The party requesting the audit will pay all expenses of the           auditor unless the audit reveals an underpayment by the other party of           more than 5%, in which case the other party will reimburse all           reasonable expenses of the auditor.\n\n       9.6  Applicable 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.\n\n     9.7. Confidentiality. The material terms of this agreement and any           information exchanged in connection herewith shall be covered by the           Non-Disclosure Agreement between CNET and the Company dated December           5, 1997 (the \"NDA\"). Notwithstanding the foregoing the following           information will not be considered \"Confidential Information\" for           purposes of the NDA provided that such information is not publicly           identified as belonging to or coming from the Company: (a) information           contained in the reports described in Section 3.2, (b) the names and            e-mail addresses referenced in Section 3.4 and (c) any information           obtained by CNET from Users who affirmatively request to be added to           an e-mail newsletter pursuant to Section 3.5.\n\n     9.8  Press Release.  Each party may issue a press release concerning the           business relationship contemplated by this Agreement, and each party           will provide an appropriate quote from one of its senior executive           officers for use in the other party's release.  The Company agrees           that CNET's press release may disclose the total consideration payable\n\n\n\n\n\n          to CNET hereunder.  Each Party will provide the other with a           reasonable opportunity to review and comment on its press release.\n\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.\n\nCNET, INC.                                     Cyberian Outpost\n\nBy:     /s/                                By:     /s/ Darryl Peck         ------------------------------             ---------------------------          Title:  Director, Business Development     Title:  President and CEO         ------------------------------             ----------------------\n\n                                     EXHIBIT A\n\n                              ADVERTISING BANNERS\n\nFor each of the first 12 calendar months of the Term, CNET will provide the Company with one advertising banner \"program\" (which has a retail value of $20,000) on each of the following CNET Sites:\n\n1.   CNET.COM ([XXXXX] impressions per month) 2.   SEARCH.COM ([XXXXX]impressions per month) 3.   GAMECENTER.COM ([XXXXX] impressions per month) (two programs per month) 4.   SHAREWARE.COM/DOWNLOAD.COM ([XXXXX] impressions per month; this is a      single unit, which may be satisfied by delivering banners on either site)\n\n                                     EXHIBIT B\n\n                             PERFORMANCE STANDARDS\n\nThe Company Site and the Company's related operations must comply with the following performance standards throughout the Term\n\n1.   The Company Site will be operational and fully functional in all material      respects (i.e. capable of displaying information, receiving purchases and      conducting transactions as contemplated in the ordinary course of business)      at least 97% of the time during any 30 day period.\n\n2.   Without limiting the effect of 1, the Company shall provide to users coming      to the Company Site from the Retail Promotions at least the same level of      service as is offered to users coming directly to the Company Site or from      agreements with other distribution partners."}]}, {"title": "MSCIINC_02_28_2008-EX-10.10-", "paragraphs": [{"qas": [{"answers": [{"text": "Intellectual Property Agreement", "answer_start": 11439}], "id": "MSCIINC_02_28_2008-EX-10.10-__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Morgan Stanley & Co. Incorporated", "answer_start": 202}, {"text": "(MS and MSCI individually referred to as a \"Party\" and collectively as the \"Parties\").", "answer_start": 315}, {"text": "(\"MS\")", "answer_start": 260}, {"text": "MSCI Inc", "answer_start": 271}, {"text": "(\"MSCI\")", "answer_start": 305}], "id": "MSCIINC_02_28_2008-EX-10.10-__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "November 20, 2007", "answer_start": 145}], "id": "MSCIINC_02_28_2008-EX-10.10-__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "November 20, 2007", "answer_start": 145}], "id": "MSCIINC_02_28_2008-EX-10.10-__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York.", "answer_start": 6590}], "id": "MSCIINC_02_28_2008-EX-10.10-__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 2752}, {"text": "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.", "answer_start": 3062}], "id": "MSCIINC_02_28_2008-EX-10.10-__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 2752}, {"text": "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.", "answer_start": 3062}], "id": "MSCIINC_02_28_2008-EX-10.10-__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": false}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.", "answer_start": 5149}, {"text": "MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or", "answer_start": 4881}, {"text": "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.", "answer_start": 5382}, {"text": "This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.", "answer_start": 5777}, {"text": "MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.", "answer_start": 4363}], "id": "MSCIINC_02_28_2008-EX-10.10-__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "MSCIINC_02_28_2008-EX-10.10-__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.10\n\nEXECUTION VERSION\n\nINTELLECTUAL PROPERTY AGREEMENT\n\nThis Intellectual Property Agreement (the \"Agreement\"), is entered into as of November 20, 2007 (the \"Effective Date\"), by and between Morgan Stanley & Co. Incorporated, a Delaware corporation (\"MS\") and MSCI Inc., a Delaware corporation (\"MSCI\"). (MS and MSCI individually referred to as a \"Party\" and collectively as the \"Parties\").   1. DEFINITIONS\n\n  1.1 Certain Definitions.\n\nAs used in this Agreement:\n\n  (a) \"Including\" and its derivatives, each whether or not capitalized in this Agreement, means \"including but not limited to\".\n\n  (b) \"Licensed Materials\" means, as applicable, the MS Licensed Materials and the MSCI Licensed Materials.\n\n\n\n(c) \"MS Licensed Materials\" means collectively, to the extent owned by a member of the MS Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MS Provider Group (as defined below) and used by MSCI prior to the Trigger Date. For the avoidance of doubt, the MS Licensed Materials does not include (i) any patent, trademark or service mark of the MS Provider Group, or (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems (and components such as AFS, DNS, AD, etc.), and middleware). For the avoidance of doubt, the document templates do not include any references to members of the MS Provider Group or its personnel.\n\n\n\n(d) \"MSCI Licensed Materials\" means collectively, to the extent owned by a member of the MSCI Provider Group, any hardware settings and configurations, generic software libraries and routines, and generic document templates not separately commercialized by the MSCI Provider Group (as defined below) and used by MS prior to the Trigger Date. For the avoidance of doubt, the MSCI Licensed Materials does not include (i) any patent, trademark or service mark of the MSCI Provider Group, (ii) any infrastructure hardware or software (e.g., monitoring software and systems, customized operating systems and middleware), or (iii) any software or data separately licensed to MS by the MSCI Provider Group (such as the Barra Aegis software or the MSCI indices). For the avoidance of doubt, the document templates do not include any references to members of the MSCI Provider Group or its personnel.\n\n  (e) \"Trigger Date\" means the date upon which Morgan Stanley shall cease to own more than 50% of the issued and outstanding shares of MSCI common stock.     1.2 Other Terms.\n\nOther terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.\n\n\n\n\n\n2. GRANT OF LICENSE\n\n  2.1 MS Grant.\n\nMS 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.     2.2 MSCI Grant.\n\nMSCI 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.     2.3 Internet and Subnet Addresses.\n\nFor the avoidance of doubt, this Agreement does not address or affect any rights of the Parties in or to internet or subnet addresses.   3. DELIVERY\n\n  3.1 No Support or Maintenance or Obligation to Deliver.\n\nThe Parties shall have no obligation to provide support or maintenance for the Licensed Materials, including any obligation to update or correct such Licensed Materials. The Parties shall have no obligation to provide copies of the Licensed Materials (including in the case of software, any source code and object code).   4. NO WARRANTIES\n\nTHE LICENSE GRANTS HEREUNDER ARE PROVIDED \"AS-IS\" WITH NO WARRANTIES, AND THE PARTIES EXPRESSLY EXCLUDE AND DISCLAIM ANY WARRANTIES UNDER OR ARISING AS A RESULT OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY OTHER WARRANTY WHATSOEVER.   5. LIMITATIONS OF LIABILITY\n\n\n\n(a) MSCI agrees that neither MS nor its affiliates or subsidiaries (other than MSCI) (collectively, the \"MS Provider Group\") and the respective directors, officers, agents, and employees of the MS Provider Group shall have any liability, whether direct or indirect, in contract or tort or otherwise, to MSCI for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MS Provider Group in connection with this Agreement and such transactions.\n\n  (b) MS agrees that neither MSCI nor its subsidiaries (collectively, the \"MSCI Provider Group\") and the respective directors, officers, agents, and employees of the MSCI Provider Group shall have any liability, whether direct or indirect, in contract or tort or   2\n\n\n\n\n\n  otherwise, to MS for or in connection with this Agreement or the transactions contemplated hereby or any actions or inactions by or on behalf of the MSCI Provider Group in connection with this Agreement and such transactions.\n\n\n\n(c) 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. This disclaimer applies without limitation (i) to claims for lost profits, (ii) regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and (iii) regardless of whether such damages are foreseeable or whether any member of the MS Provider Group or the MSCI Provider Group has been advised of the possibility of such damages.\n\n  (d) In addition to the foregoing, each Party agrees that it shall, in all circumstances, use commercially reasonable efforts to mitigate and otherwise minimize its damages, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party to comply fully with its obligations under this Agreement.   6. MISCELLANEOUS\n\n  6.1 Governing Law; Jurisdiction; Dispute Resolution.\n\n  (a) This Agreement shall be construed in accordance with and governed by the substantive internal laws of the State of New York. MSCI Inc. is registered to do business in New York under the name NY MSCI.\n\n\n\n(b) Any action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any other New York State court sitting in New York County, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.\n\n  (c) 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.     6.2 Severability.\n\nIf any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not render the entire Agreement invalid. Rather, the Agreement shall be construed as if not containing the particular invalid or unenforceable provision, and the rights and obligations of each party shall be construed and enforced accordingly.   3\n\n\n\n\n\n  6.3 Notices.\n\nAny notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:\n\nTo Morgan Stanley & Co. Incorporated:\n\nMorgan Stanley 1585 Broadway New York, NY 10036 Attn: Martin M. Cohen, Director of Company Law Facsimile: (212) 507-3334\n\nTo MSCI:\n\nMSCl Inc. 88 Pine Street New York, New York 10005 Attn: General Counsel Facsimile: (212) 804-2906\n\nor to such other addresses or telecopy numbers as may be specified by like notice to the other party. All such notices, requests and other communications shall be deemed given, (a) when delivered in person or by courier or a courier services, (b) if sent by facsimile transmission (receipt confirmed) on a business day prior to 5 p.m. in the place of receipt, on the date of transmission (or, if sent after 5 p.m., on the following business day) or (c) if mailed by certified mail (return receipt requested), on the date specified on the return receipt.     6.4 Entire Agreement.\n\nThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof.     6.5 Third Party Beneficiaries.\n\nThis Agreement is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder.     6.6 Amendments and Waiver.\n\n  (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.\n\n\n\n(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.   4\n\n\n\n\n\n  6.7 Construction.\n\nReferences to a \"Section\" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement.     6.8 Counterparts.\n\nThis Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement.\n\n[Remainder of this page is intentionally left blank]   5\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.   MORGAN STANLEY & CO. INCORPORATED\n\nBy:  /s/ MARTIN M. COHEN Name:  MARTIN M. COHEN Title:  MANAGING DIRECTOR\n\nMSCI INC.\n\nBy:    Name:   Title:\n\nSignature Page to the Intellectual Property Agreement\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.   MORGAN STANLEY & CO. INCORPORATED\n\nBy:    Name:   Title:\n\nMSCI INC.\n\nBy:  /s/ Henry Fernandez Name:  Henry Fernandez Title:  CEO & President\n\nSignature Page to the Intellectual Property Agreement"}]}, {"title": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "Strategic Alliance Agreement", "answer_start": 1911}], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Freedom Mortgage Corporation", "answer_start": 82}, {"text": "Freedom Mortgage", "answer_start": 82}, {"text": "Cherry Hill Mortgage Investment Corp.", "answer_start": 163}, {"text": "Cherry Hill", "answer_start": 163}], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": ", 2013", "answer_start": 66}], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 19533}], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 23921}], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 21315}], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "CHERRYHILLMORTGAGEINVESTMENTCORP_09_26_2013-EX-10.1-Strategic Alliance Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.1\n\nStrategic Alliance Agreement\n\nAGREEMENT made as of  , 2013, between Freedom Mortgage Corporation, a New Jersey corporation (\"Freedom Mortgage\"), and Cherry Hill Mortgage Investment Corp., a Maryland corporation (\"Cherry Hill\").\n\nWITNESSETH:\n\nWHEREAS, Freedom Mortgage is a privately held, national mortgage bank that originates and services mortgage loans secured by liens on one- to four-family properties; and\n\nWHEREAS, Cherry Hill is a newly formed affiliate of Freedom Mortgage that intends to elect and qualify as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended; and\n\nWHEREAS, Cherry Hill will have access to capital, including capital raised through one or more offerings of its securities; and\n\nWHEREAS, Cherry Hill will seek to benefit from having a consistent and predictable source of real estate assets from Freedom Mortgage, and Freedom Mortgage will seek to benefit from the liquidity available to Cherry Hill; and\n\nWHEREAS, the parties desire to set forth the terms of a strategic alliance that is expected to benefit them both;\n\nNOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties here to agree as follows.\n\nSection 1. Definitions.\n\n(a) The following terms shall have the meanings specified wherever used in this Agreement.\n\nAcknowledgement Agreement: The Acknowledgement Agreement to be entered into by Freedom Mortgage, as Issuer, Cherry Hill, as Secured Party, and the Government National Mortgage Association.\n\nAction: Any civil, criminal, investigative or administrative claim, demand, action, suit, charge, citation, complaint, notice of violation, proceeding (public or private), litigation, prosecution, arbitration or inquiry by or before any Governmental Entity whether at law, in equity or otherwise.\n\nAgreement: This Strategic Alliance Agreement as the same may be amended in accordance with the terms hereof.\n\n1\n\n\n\n\n\nAncillary Agreements: The Acknowledgement Agreement, the Purchase Agreement and the Flow Agreement.\n\nBase Servicing Fee: As to any Mortgage Loan and any Collection Period, an amount equal to the product of the Base Servicing Fee Rate, the UPB of that Mortgage Loan as of the related Measurement Date and 1/12 or, for the first Collection Period, the number of days in such Collection Period divided by 360; provided, however, that payment of the Base Servicing Fee for any delinquent Mortgage Loan shall be suspended unless and until Freedom Mortgage recovers the amount thereof from payments in respect thereof from the related mortgagor or the amount thereof is otherwise recovered from liquidation of the related property.\n\nBase Servicing Fee Rate: As to any Mortgage Loan, the per annum rate specified to be payable to Freedom Mortgage to cover the actual costs of servicing. For example, the Base Servicing Fee Rate for the Mortgage Loans in the initial pool will be eight (8) basis points.\n\nBusiness Day: Any day other than a Saturday or Sunday or a day on which banks in New Jersey and New York are authorized or obligated by law to close.\n\nClosing: The closing of the initial public offering of the common stock of Cherry Hill.\n\nClosing Date: The date of the Closing.\n\nCollection Period: The period beginning on the Closing Date and ending on the last day of the calendar month in which the Closing Date occurs and each calendar month thereafter.\n\nExcess MSR: As to any Mortgage Loan, the portion of the servicing fee for that Mortgage Loan that exceeds the Base Servicing Fee.\n\nFlow Agreement : The Flow and Bulk Purchase Agreement to be entered into between Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit B attached hereto.\n\nGAAP: Generally accepted accounting principles in the United States as in effect from time to time as set forth in the statements, pronouncements and opinions of the Accounting Principles Board and the American Institute of Certified Public Accountants.\n\nGinnie Mae: The Government National Mortgage Association, a corporation within the United States Department of Housing and Urban Development.\n\nGovernmental Entity: Any federal, state or local governmental authority, agency, commission or court or self-regulatory authority or commission.\n\nGuide: The Ginnie Mae Mortgage Backed Securities Guide.\n\nLaw: Any law, statute, ordinance, rule, regulation, code, Permit, Order, or decree of any Governmental Entity.\n\n2\n\n\n\n\n\nLien: Any lien, pledge, security interest, mortgage, deed of trust, claim, encumbrance, easement, servitude, encroachment, covenant, charge or similar right of any other Person of any kind or nature whatsoever.\n\nMaterial Adverse Effect: Any effect, event, circumstance, development or change that, individually or in the aggregate, has or is reasonably likely to have a material adverse effect on the ability of the named Party to consummate the Transactions or perform its material obligations hereunder.\n\nMeasurement Date: As to any Collection Period, the first day of such Collection Period.\n\nMortgage Loan: A loan originated and serviced by Freedom Mortgage and secured by a first lien on a one- to four- family residential property.\n\nMSR: The compensation owing to a servicer of a Mortgage Loan for servicing such loan.\n\nOrder: Any applicable order, judgment, ruling, injunction, assessment, award, decree, writ, temporary restraining order, or any other order of any nature enacted, issued, promulgated, enforced or entered by a Governmental Entity.\n\nParty: Either Freedom Mortgage or Cherry Hill, as the context may require.\n\nPermit: Any license, permit, authorization, approval or consent issued by a Governmental Entity.\n\nPerson: Any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, limited liability partnership, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Entity.\n\nPurchase Agreement: The Excess MSR Acquisition and Recapture Agreement to be entered into by Cherry Hill, as purchaser, and Freedom Mortgage, as seller, substantially in the form of Exhibit A attached hereto.\n\nStandby Trigger Event: The existence of any of the following: (i) Freedom Mortgage's Tangible Net Worth is less than the sum of $40,000,000 plus the required net worth determined in accordance with HUD's regulations; (ii) the percentage of the loans serviced for Ginnie Mae that are more than 90 days delinquent, determined as provided in the Ginnie Mae guide, exceeds 4.25% as of any date such delinquency percentage is reported to Ginnie Mae in accordance with that guide; (iii) the existence of a default, an event of default or an event which with the giving of notice or the passage of time or both, will become a default or an event of default under any warehouse agreement of Freedom Mortgage; or (iv) Freedom Mortgage's cash and cash equivalents are less than $50,000,000.\n\n3\n\n\n\n\n\nTangible Net Worth: The net worth of Seller determined in accordance with GAAP, minus all intangibles determined in accordance with GAAP (including goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from affiliates; provided, however, that the non\u00adcash effect (gain or loss) of any mark\u00adto\u00admarket adjustments made directly to stockholders' equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Tangible Net Worth.\n\nTransactions: The execution, delivery and performance of this Agreement and the Ancillary Agreements and the performance of the other obligations set forth herein and therein.\n\nUPB: As to any Mortgage Loan and any date of determination, the unpaid principal balance of such Mortgage Loan as of such date.\n\n(b) When a reference is made in this Agreement to Sections or Exhibits, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated. Whenever the words \"herein\" or \"hereunder\" are used in this Agreement, they will be deemed to refer to this Agreement as a whole and not to any specific Section. References to Sections include subsections which are part of the related Section. Any Law defined herein will mean such Law as amended and will include any successor Law. The table of contents, index and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words \"include\", \"includes\" or \"including\" are used in this Agreement, they shall be deemed to be followed by the words \"without limitation\". Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the person referred to may require. The phrases \"the date of this Agreement\", \"the date hereof' and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date set forth in the preamble to this Agreement. Whenever a dollar figure ($) is used in this Agreement, it will mean United States dollars unless otherwise specified.\n\nSection 2. The Acknowledgement Agreement\n\n(a) Prior to the purchase and sale of Excess MSRs as contemplated by the Purchase Agreement, Freedom Mortgage and Cherry Hill shall execute the Acknowledgement Agreement with Ginnie Mae.\n\n(b) Freedom Mortgage agrees that if a Standby Issuer (as defined in the Acknowledgement Agreement) has not yet been appointed, upon the occurrence of a Standby Trigger Event, it shall designate a Standby Issuer reasonably satisfactory to Cherry Hill and shall use its commercially reasonable efforts to cause such Standby Issuer to agree to act as such and to be accepted by Ginnie Mae as the Standby Issuer referred to in the Acknowledgement Agreement. Any costs or expenses incurred in connection with such designation, agreement and/or approval shall be paid by Freedom Mortgage.\n\n(c) 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.\n\n4\n\n\n\n\n\n(d) The Purchase Agreement will provide that Freedom Mortgage will indemnify Cherry Hill against, and hold it harmless from, any loss, cost or expense incurred by Cherry Hill as a result of Ginnie Mae's termination for cause of Freedom Mortgage as an issuer.\n\nSection 3. Ancillary Agreements.\n\nOn or prior to the Closing Date, Cherry Hill and Freedom Mortgage shall enter into the Purchase Agreement and the Flow Agreement.\n\nSection 4. Representations and Warranties.\n\n(a) Freedom Mortgage represents and warrants to Cherry Hill that the statements contained in this Section 4(a) are true and correct in all material respects as of the date of this Agreement (or, if made as of a different specified date, as of such date) and will be true and correct in all material respects as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4(a)).\n\n(i) Freedom Mortgage is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization. Freedom Mortgage has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as now conducted. Freedom Mortgage is duly licensed or qualified to do business in each jurisdiction where its ownership or leasing of assets or the conduct of its business requires such qualification, except where the failure to obtain such license or qualification would not reasonably be expected to have a Material Adverse Effect.\n\n(ii) Freedom Mortgage has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the Transactions. The execution and delivery of this Agreement by Freedom Mortgage and the completion by Freedom Mortgage of the Transactions have been duly and validly authorized by all necessary corporate action of Freedom Mortgage. This Agreement has been duly and validly executed and delivered by Freedom Mortgage and constitutes the valid and binding obligation of Freedom Mortgage, enforceable against Freedom Mortgage in accordance with its terms, subject to applicable bankruptcy, insolvency and similar Laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity, whether applied in a court of law or a court of equity.\n\n(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Freedom Mortgage with any of the terms or provisions hereof will not: (i) conflict with or result in a breach or violation of or a default under any provision of the organizational documents of Freedom Mortgage; (ii) violate any Law applicable to Freedom Mortgage or any of its material properties or assets or enable any Person to enjoin the Transactions; or (iii) violate, conflict with, result\n\n5\n\n\n\n\n\nin a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien upon any of the properties or assets of Freedom Mortgage under any of the terms, conditions or provisions of any material contract to which Freedom Mortgage is a party, or by which it or any of its properties or assets may be bound or affected.\n\n(iv) No consents, waivers or approvals of, or filings or registrations with, any Governmental Entity are necessary, and no consents, waivers or approvals of, or filings or registrations by Freedom Mortgage with, any other third parties are necessary, in connection with the execution and delivery of this Agreement by Freedom Mortgage, and the completion by Freedom Mortgage of the Transactions.\n\n(v) Freedom Mortgage has all Permits of, and has made all filings, applications and registrations with, all Governmental Entities that are required in order for it to consummate the Transactions; all such Permits are in full force and effect and, to the knowledge of Freedom Mortgage, no suspension or cancellation of any such Permit is threatened or will result from the consummation of the Transactions.\n\n(vi) Freedom Mortgage is not a party to any, nor are there pending, or to Freedom Mortgage'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 Freedom Mortgage to perform under this Agreement or any Ancillary Agreement.\n\n(b) Cherry Hill represents and warrants to Freedom Mortgage that the statements contained in this Section 4(b) are true and correct in all material respects as of the date of this Agreement (or, if made as of a different specified date, as of such date) and will be true and correct in all material respects as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4(b)) and as of the date of any purchase and sale of Excess MSRs as contemplated hereby.\n\n(i) Cherry Hill is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization. Cherry Hill has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as now conducted. Cherry Hill is duly licensed or qualified to do business in each jurisdiction where its ownership or leasing of assets or the conduct of its business requires such qualification, except where the failure to obtain such license or qualification would not reasonably be expected to have a Material Adverse Effect.\n\n(ii) Cherry Hill has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the Transactions. The execution and delivery of this Agreement by Cherry Hill and the completion by Cherry Hill of the Transactions have been duly and validly authorized by all necessary corporate action of Cherry Hill. This Agreement has been duly and validly executed and delivered by Cherry Hill and constitutes the valid and binding obligation of Cherry Hill, enforceable against Cherry Hill in accordance with its terms, subject to applicable bankruptcy, insolvency and similar Laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity, whether applied in a court of law or a court of equity.\n\n6\n\n\n\n\n\n(iii) The execution and delivery of this Agreement and the consummation of the Transactions and compliance by Cherry Hill with any of the terms or provisions hereof will not: (i) conflict with or result in a breach or violation of or a default under any provision of the organizational documents of Cherry Hill; (ii) violate any Law applicable to Cherry Hill or any of its material properties or assets or enable any Person to enjoin the Transactions; or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration or the creation of any Lien upon any of the properties or assets of Cherry Hill under any of the terms, conditions or provisions of any material contract to which Cherry Hill is a party, or by which it or any of its properties or assets may be bound or affected.\n\n(iv) No consents, waivers or approvals of, or filings or registrations with, any Governmental Entity are necessary, and no consents, waivers or approvals of, or filings or registrations by Cherry Hill with, any other third parties are necessary, in connection with the execution and delivery of this Agreement by Cherry Hill, and the completion by Cherry Hill of the Transactions.\n\n(v) Cherry Hill has all Permits of, and has made all filings, applications and registrations with, all Governmental Entities that are required in order for it to consummate the Transactions; all such Permits are in full force and effect and, to the knowledge of Cherry Hill, no suspension or cancellation of any such Permit is threatened or will result from the consummation of the Transactions.\n\n(vi) 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.\n\nSection 5. Term and Termination.\n\n(a) 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.\n\n(b) In the event that a party materially breaches any representation or covenant herein, the other party may give written notice of the breach requiring the same to be remedied within 30 days of receipt of such notice. If the breaching party fails to remedy the material breach in such time period, the non-breaching party may terminate this Agreement by delivery of a written termination notice to the breaching party. Any such termination shall not relieve the breaching party from any obligation or liability arising prior to such termination.\n\n7\n\n\n\n\n\nSection 6. Miscellaneous.\n\n(a) All notices or other communications hereunder shall be in writing and shall be deemed given if delivered by receipted hand delivery or mailed by prepaid registered or certified mail (return receipt requested) or by recognized overnight courier addressed as follows:\n\nIf to Freedom Mortgage to:\n\n\n\nFreedom Mortgage Company 907 Pleasant Valley Ave., Suite 3 Mount Laurel, New Jersey 08054 Attention: Chief Corporate Counsel\n\nIf to Cherry Hill to:\n\n\n\nCherry Hill Mortgage Investment Corp. 301 Harper Drive Moorestown, New Jersey 08057 Attention: Chief Financial Officer\n\nor such other address as shall be furnished in writing by any Party. Any such notice or communication shall be deemed to have been given: (i) as of the date delivered by hand; (ii) three (3) Business Days after being delivered to the U.S. mail, postage prepaid; or (iii) one (1) Business Day after being delivered to the overnight courier.\n\n(b) 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. Nothing in this Agreement is intended to confer upon any other Person any rights or remedies under or by reason of this Agreement.\n\n(c) This Agreement, including the Exhibits and Schedules hereto and the documents and other writings referred to herein or therein or delivered pursuant hereto, contains the entire agreement and understanding of the Parties with respect to its subject matter. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the Parties other than those expressly set forth herein or therein. This Agreement supersedes all prior agreements and understandings between the Parties, both written and oral, with respect to its subject matter.\n\n(d) This Agreement may be executed in two or more counterparts, including by facsimile or electronic transmission, each of which shall be deemed an original but all of such counterparts together shall be deemed to be one and the same agreement.\n\n(e) In the event that any one or more provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, by any court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement and the Parties shall use their reasonable efforts to substitute a valid, legal and enforceable provision which, insofar as practical, implements the purposes and intents of this Agreement.\n\n8\n\n\n\n\n\n(f) The Parties may (i) amend this Agreement, (ii) extend the time for the performance of any of the obligations or other acts of any other Party, (iii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (iv) waive compliance with any of the agreements or conditions contained herein. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties. Any agreement on the part of a Party to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.\n\n(g) 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.\n\n(h) Each Party irrevocably submits to the jurisdiction, including the personal jurisdiction, of (i) any New York State court sitting in New York County, and (ii) any Federal court of the United States sitting in New York County in the State of New York, solely for the purposes of any suit, action or other proceeding between any of the Parties arising out of this Agreement or the Transactions. Each Party agrees to commence any suit, action or proceeding relating hereto only in any Federal court of the United States sitting in New York County in the State of New York or, if such suit, action or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in any New York State court sitting in New York County. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding between any of the Parties arising out of this Agreement or the Transactions in (i) any New York State court sitting in New York County, and (ii) any Federal court of the United States sitting in New York County in the State of New York, and hereby further irrevocably and unconditionally waives and agrees 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. Each Party irrevocably agrees to request that the applicable court adjudicate any covered claim on an expedited basis and to cooperate with each other to assure that an expedited resolution of any such dispute is achieved. Each Party irrevocably agrees to abide by the rules or procedure applied by the Federal courts or New York State courts (as the case may be) (including but not limited to procedures for expedited pre-trial discovery) and waive any objection to any such procedure on the ground that such procedure would not be permitted in the courts of some other jurisdiction or would be contrary to the laws of some other jurisdiction. Each Party further irrevocably consents to the service of process out of any of the aforementioned courts in any such suit, action or other proceeding by the mailing of copies thereof by registered mail to such Party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided, that nothing in this Section 6(h) shall affect the right of any Party to serve legal process in any other manner permitted by Law.\n\n(i) The Parties agree that irreparable damage would occur in the event that the provisions contained in this Agreement were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.\n\n9\n\n\n\n\n\n(j) FREEDOM MORTGAGE AND CHERRY HILL HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.\n\n[The remainder of this page left blank intentionally]\n\n10\n\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above-written.\n\n  FREEDOM MORTGAGE CORPORATION\n\nBy:\n\n Name:    Title:\n\nCHERRY HILL MORTGAGE INVESTMENT CORP.\n\nBy:\n\n Name:    Title:"}]}, {"title": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "STRATEGIC ALLIANCE AGREEMENT", "answer_start": 86}], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "W2E", "answer_start": 548}, {"text": "SHBV", "answer_start": 16}, {"text": "SHBV (HONG KONG) LTD", "answer_start": 16}, {"text": "each a \"Party\" and together the \"Parties", "answer_start": 559}, {"text": "WASTE2ENERGY GROUP HOLDINGS PLC", "answer_start": 50}], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "19  DAY OF MAY , 2010", "answer_start": 164}], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "19  DAY OF MAY , 2010", "answer_start": 164}, {"text": "Commencement Date means the date of this Agreement", "answer_start": 2374}], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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).", "answer_start": 7405}], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "This Agreement is governed by English law.", "answer_start": 39914}], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 15592}, {"text": "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.", "answer_start": 15922}], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 15038}], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": false}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 16726}], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 16726}], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "WASTE2ENERGYHOLDINGS,INC_06_03_2010-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.2    SHBV (HONG KONG) LTD.     and     WASTE2ENERGY GROUP HOLDINGS PLC\n\n   STRATEGIC ALLIANCE AGREEMENT\n\n   1\n\n\n\n\n\n        THIS AGREEMENT IS MADE ON THE 19  DAY OF MAY , 2010     PARTIES     (1) SHBV (HONG KONG) LTD, a company incorporated in Hong Kong whose registered office is at Unit 3208, 32/F Office Tower (\"SHBV\"); and  Convention Plaza, 1 Harbour Rd, Hong Kong     (2) WASTE2ENERGY GROUP HOLDINGS PLC a company incorporated in Isle of Man whose registered office is at Stanley House, Lord Street,  Douglas, Isle of Man 1M1 2BF (\"W2E\"),     each a \"Party\" and together the \"Parties\".     BACKGROUND     (A) SHBV is engaged in the business of design, marketing, manufacture, commissioning and post sales servicing of steam and hot water plant and  possesses certain proprietary products, technologies, formulations, know-how and/or rights within the fields of steam and hot water plant  and equipment, engineering, and process designs (hereinafter, \"SHBV Technologies\").     (B) W2E is a provider of engineered solutions for waste to energy plants (each being an \"Engineered Solution\") utilising W2E proprietary  technology for the destruction of waste through gasification and the conversion of latent energy into thermal energy.     (C) The Parties wish to collaborate together to provide for a world class manufacturing facility for W2E Equipment, for the integration of SHBV  Technologies into the Engineered Solution and to exploit joint sales channels and post sales support, for the mutual benefit of both  Parties.     (D) The Parties wish to cooperate and work together to promote, market and sell their respective products and services in accordance with the  terms of this Agreement.     AGREED PROVISIONS     1. DEFINITIONS AND INTERPRETATION     1.1 In this Agreement, the terms and expressions below shall have the following meanings:     2\n\nTH\n\n\n\n\n\n     Affiliates means subsidiaries or other entities that will be mutually agreed in writing.     Agreement means the body of this agreement and its schedules, as each may be amended from time to time in accordance with its  provisions;     Alliance means the strategic alliance between the Parties facilitated under this Agreement;     SHBV Boiler means a boiler that is manufactured and supplied by SHBV from time to time;     SHBV Technologies has the meaning given in Recital A above;     Commencement Date means the date of this Agreement;     Dispute means any dispute, issue or claim arising out of or relating to this Agreement;     Engineered Solution has the meaning given in Recital B above;     Good Industry Practice means the exercise of that degree of skill, diligence, prudence, foresight and practice which would reasonably and  ordinarily be expected from a skilled and experienced person engaged in performing obligations the same as or similar to the obligations  under this Agreement or any part of them (as appropriate to the context in which this expression is used);     Group means, in relation to any company, that company and the following for the time being: (i) its Holding Company, (ii) its Subsidiaries  and (iii) the Subsidiaries of its Holding Company;     Holding Company has the meaning given in $1159 Companies Act 2006;     Intellectual Property Rights means (i) patents, designs, trade marks and trade names (whether registered or unregistered), copyright and  related rights, database rights, know-how and confidential information; (ii) all other intellectual property rights and similar or equivalent  rights anywhere in the world which currently exist or are recognised in the future; and (iii) applications, extensions and renewals in  relation to any such rights;     Manufacturing Agreement has the meaning given in clause 5.1;     Subsidiary has the meaning given to it in $1159 Companies Act 2006;     Supply Agreement means an agreement under which an Engineered Solution is to be delivered to a customer of W2E by W2E or such  other entity established or nominated for that purpose;     Term has the meaning set out in Clause 3.1;     3\n\n\n\n\n\n     Territory shall mean the world with the exception of the following countries which are expressly reserved by W2E: Spain, Italy and  Canada.     Working Day means any day that is not a Saturday, a Sunday or a bank or public holiday in England;     W2E Equipment means products, plant and equipment to be manufactured pursuant to the Manufacturing Agreement and which may  incorporate W2E Technology, including as specified in Schedule 1 of this Agreement; and     W2E Technology means 'W2E's proprietary technology for the destruction of waste through gasification and the conversion of latent  energy into thermal energy.     1.2 The Clause and Schedule headings are for convenience only and shall not affect the interpretation of this Agreement.     1.3 References to Clauses are to Clauses in the main body of this Agreement, and references to Paragraphs are to paragraphs of the Schedules.     1.4 References to the singular include the plural and vice versa, and references to one gender include the other gender.     1.5 Any reference to persons includes natural persons, firms, partnerships, limited liability partnerships, companies, corporations, unincorporated  associations, local authorities, governments, states, foundations and trusts (in each case whether or not having separate legal  personality) and any agency of any of the above.     1.6 Any phrase introduced by the expressions \"including,\" \"include,\" \"in particular\" or any similar expression shall be construed as illustrative and  shall not limit the sense of the words preceding those terms.     1.7 Any reference to a statute, statutory provision or subordinate legislation (legislation) (except where the context otherwise requires) (i) shall be  deemed to include any bye-laws, licences, statutory instruments, rules, regulations, orders, notices, directions, consents or permissions  made under that legislation and (ii) shall be construed as referring to any legislation which replaces, re-enacts, amends or consolidates  such legislation (with or without modification) at any time.     2. OBJECTIVES     2.1 The Parties enter into this Agreement with the intention that they meet the following key objectives (\"Objectives\"):     2.1.1 the achievement of mutual business goals by the servicing of W2E customers;     2.1.2 the establishment of a Manufacturing Agreement, as that term is hereinafter defined, for the ongoing manufacture and fulfilment of W2E  Equipment in accordance with the terms of W2E's agreements with its customers.;     4\n\n\n\n\n\n     2.1.3 the establishment of a waste heat recovery solution for W2E proprietary equipment and a technical process for handling new enquiries;     2.1.4 the establishment of a pricing methodology and business process for answering new business enquiries; and     2.1.5 the establishment of a cooperative relationship between the Parties, with agreement on the roles, responsibilities, and specific terms and  conditions which will govern it.     2.2 The Parties acknowledge and agree that the Objectives are not contractually binding upon the Parties and shall only be referenced to the extent  that there is any inconsistency or ambiguity in this Agreement, in which case the Parties shall attempt to resolve that inconsistency or  ambiguity by having regard to the Objectives.     3. TERM     3.1 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).     4. COOPERATION OBLIGATIONS     4.1 Without prejudice to the other provisions of this Agreement, each Party shall perform its obligations under this Agreement in accordance with  Good Industry Practice.     4.2 Each Party shall, during the course of its normal business, use reasonable endeavours subject to the terms of this Agreement to:     4.2.1 promote and market the experience and capabilities of the Parties in order to identify opportunities for W2E, such promotion and  marketing activities to be as agreed by the Parties from time to time;     4.2.2 identify, assess and communicate opportunities for W2E; and     4.2.3 undertake joint marketing initiatives and other marketing activities which are mutually beneficial for the business interests of both  Parties and as shall be agreed by the Parties from time to time.     4.3 Each Party will provide cooperation, support, assistance and information to the other Party in order to:     4.3.1 coordinate efforts to seek to obtain work from the new or prospective customer;     4.3.2 promote and market the services of both Parties, including by the development of standardised pricing, joint sales proposals and joint  marketing materials;     5\n\n\n\n\n\n     4.3.3 where appropriate, form a consortium for the purposes of undertaking joint pitches or presentations;     4.3.4 develop and agree to the pricing structure to be offered to Customers from time to time, having regard to the cost of delivery and related  products and services, including the cost of raw materials, quality assurance, volume, manufacturing overhead, G&A overhead and health  and safety costs; and     4.3.5 develop and agree to the pricing strategies (including a hedging strategy where appropriate) to guard against significant variance in product  and service costs over the term of this Agreement as a result of fluctuations in raw material prices, currency fluctuations, wage inflation  and other factors.     4.4 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.     5. SHBV OBLIGATIONS     5.1 SHBV agrees that it shall manufacture and supply to W2E (or as it shall direct), W2E Equipment, in each case in accordance with the terms of  the manufacturing agreement (\"Manufacturing Agreement\") to be entered into by the Parties on or following the entry into this  Agreement.     5.2 SHBV agrees that it shall at the request of W2E, supply (and if requested, install) SHBV Boilers, as well as primary chambers, secondary  chambers and economises (which SHBV agrees to manufacture and supply) to such persons as W2E shall nominate, on the terms  specified in or otherwise agreed to by the Parties.     5.3 SHBV shall continually during the Term and from time to time at W2E's request, provide W2E with verbal and written technical and business  advisory assistance concerning SHBV Technologies where these would integrate into an Engineered Solution as part of servicing W2E  Customers. This assistance shall include the development and provision of research, technical papers, background information, product  and process information, process and equipment schematics, marketing presentations, capital cost information, industry reports, pricing  models, scientific data, project proposals, technology evaluation, and preliminary project development services for any proposed  projects. This advisory assistance will be in outline only and therefore to be considered not comprehensive detail.     5.4 SHBV shall from time to time at W2E's request, perform and provide to W2E project specific technical calculations and assessments needed to  support the delivery of an Engineered Solution for servicing W2E Customers..     6\n\n\n\n\n\n     6. W2E OBLIGATIONS     6.1 W2E agrees that it will use reasonable endeavours to procure that a SHBV Boiler, and where applicable, a primary chamber, a secondary  chamber and an economiser (in each case as supplied by SHBV as contemplated by Clause 5.2), forms part of the Engineered Solution  implemented for a W2E Customer within the Territory. W2E shall have no obligations under this Clause where a W2E Customer elects for  whatever reason not to include a SHBV Boiler, a primary chamber, a secondary chamber or an economiser supplied by SHBV as part of the  Engineered Solution or directs W2E to utilise an alternative product.     6.2 Without prejudice to the obligations of the Parties under Clause 4, W2E shall be responsible, as it deems appropriate in relation to individual  projects and unless otherwise agreed in writing, for the following:     6.2.1 conceptual and front end engineering design (FEED) in order to establish unknowns for customers and to establish a basis for plant  design;     6.2.2 entering into construction and installation contracts for the Engineered Solution as it sees fit;     6.2.3 the commissioning of waste2energy plants; and     6.2.4 the negotiation and entry into operations and maintenance contracts in respect of waste to energy plants as customer demand  requires.     6.3 W2E agrees that it shall use reasonable endeavours to procure the right for SHBV to commission SHBV Boilers (and where applicable, primary  chambers, secondary chambers and economisers that are supplied by SHBV as contemplated by Clause 5.2) that form part of the  Engineered Solution.     7. MANUFACTURING AGREEMENT     7.1 The Parties agree that they shall on or following the date of this Agreement, enter into the Manufacturing Agreement which shall govern the  manner and terms upon which they will co-operate and fulfil their respective obligations to each other relating to the W2E Equipment and  the SHBV Technologies (including the quantity of SHBV Boilers, primary chambers, secondary chambers and economisers that SHBV  shall supply, their price and timetable for delivery).     7.2 Each Party agrees to negotiate in good faith the terms of the Manufacturing Agreement and to use its reasonable endeavours to enter into said  agreement within 1 DAY DN 20/5/2010 of the Commencement Date.     7.3 The Manufacturing Agreement shall take precedence over the terms of this Agreement to the extent of any inconsistency.     7\n\n\n\n\n\n     7.4 It is the intention of the Parties that W2E (or such other entity that it shall nominate) shall be the prime contractor entering into agreements with  its customers, with SHBV acting as a subcontractor under the Manufacturing Agreement for the responsibilities that fall to SHBV. The  Parties agree that it is the intention that they shall have the following responsibilities to fulfil under their agreements with W2E Customer:     7.4.1 SHBV will be responsible for all engineering and design work for the SHBV Technologies and related equipment that it supplies for  any applicable project;     7.4.2 W2E shall be responsible for all engineering and design work for the W2E Technologies and related equipment that it supplies for  any applicable project; and     7.4.3 the Parties shall share responsibility for the preparation of all reports, statements, proposals, applications, or disclosures, in relation  to their own technology supply which are required by applicable governmental laws and/or regulations in order to implement  any of the projects.     8. NON-SOLICITATION     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.     9. NON-CIRCUMVENTION     9.1 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.     9.2 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.     8\n\n\n\n\n\n     10. INTELLECTUAL PROPERTY RIGHTS     10.1 Except as expressly agreed otherwise in writing, all Intellectual Property Rights vested in a Party prior to the date of this Agreement shall  remain vested in that Party. Further, any improvements, enhancements, modifications or developments to a Party's intellectual property  shall automatically vest in that Party irrespective of who generates the relevant improvement, enhancement, modification or development.     10.2 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. For the sake of certainty, the  licence created by this Agreement does not extend to the use of the other Party's Intellectual Property Rights for any other commercial  purpose.     10.3 The licence granted in Clause 10.2 above will automatically expire at the end of the Term of this Agreement.     10.4 Each Party shall indemnify and keep indemnified the other Party against all costs, claims, losses, expenses and damages incurred by the other  Party as a result of any breach of the provisions set out in this Clause 10 or arising directly or indirectly out of any infringement by that  Party of the other Party's Intellectual Property Rights.     11. CONFIDENTIALITY     11.1 For purposes of this Clause:     Authorised Persons means the directors, employees, officers, professional advisers, agents and contractors of each Party;     Confidential Information means all information in any medium or format (written, oral, visual or electronic, and whether or not marked or  described as \"confidential\"), together with Copies, which relates to a Party (the \"Disclosing Party\"), to its Group, or to its (or its Group  members') employees, officers, customers or suppliers, and which is directly or indirectly disclosed by the Disclosing Party to the other  Party (the \"Recipient Party\") in the course of its dealings relating to this Agreement, before or after the date of this Agreement. However,  the following information is not \"Confidential Information\" for the purposes of this Agreement:     (i) information which is in the public domain other than as a result of breach of this Agreement or any separate confidentiality undertaking between  the Parties;     (ii) information which the Recipient Party received, free of any obligation of confidence, from a third party which itself was not under any  obligation of confidence in relation to that information; and     9\n\n\n\n\n\n     (iii) information which was developed or created independently by or on behalf of the Recipient Party or any member of the Recipient  Party's Group; and     Copies means all reproductions (hard copy or electronic), extracts, summaries or analyses of Confidential Information in any medium or  format made by or on behalf of any Party.     11.2 In return for the disclosure by each Party of Confidential Information and for other consideration given under this Agreement, each Party shall  (except as expressly permitted by this Agreement or with the written consent of the Disclosing Party);     11.2.1 keep all Confidential Information secret;     11.2.2 only use or make Copies of Confidential Information in connection with and to the extent necessary for the purposes of this Agreement;     11.2.3 take all reasonable action to ensure that, within its organisation, the Confidential Information is not made available to any person who is not  an Authorised Person;     11.2.4 use all reasonable endeavours to ensure that Confidential Information within its control is kept securely protected against theft or  unauthorised access, and in any event shall maintain its security, integrity and confidentiality to at least the same standard as it applies to  its own confidential information; and     11.2.5 not reverse engineer, or attempt to reverse engineer, any software comprised within the Confidential Information, except to the extent  permitted by law.     11.3 A Party may disclose Confidential Information to any Authorised Persons on a \"need-to-know\" basis solely in relation to the Agreement,  provided that that Party:     11.3.1 informs all Authorised Persons that the Confidential Information is confidential; and     11.3.2 ensures that all Authorised Persons (other than those already under a professional duty of confidence to that Party or an obligation of  confidence as part of employment arrangements) enter into written confidentiality undertakings with it on equivalent terms to this Clause,  and provides copies of such undertakings to the other Party to this Agreement upon that other Party's reasonable request; and     11.3.3 shall be responsible for all acts and omissions of Authorised Persons as though they were its own acts or omissions under this Agreement.     11.4 Either Party may disclose Confidential Information to a third party, provided that before any such disclosure the express written consent of the  other Party has been received in writing and signed by a duly authorised signatory. Such consent lies in the entire discretion of the Party  owning the Confidential Information and     10\n\n\n\n\n\n     without prejudice to that, the Party's consent may be conditional upon the third party entering into a confidentiality or non-disclosure  agreement with the owner of the Confidential Information prior to any disclosure being made.     11.5 Each Party shall promptly notify the other Party if it becomes aware of any unauthorised use or disclosure by any Authorised Person or any  other person of any Confidential Information.     11.6 A Party may disclose any Confidential Information to any regulator, law enforcement agency or other third party if it is required to do so by  law, regulation, or similar authority. In those circumstances:     11.6.1 that Party shall (provided that it is practical and lawful to do so) notify the other Party in writing as soon as practicable before the disclosure;     11.6.2 the Parties shall use all reasonable endeavours to consult with each other with a view to agreeing the timing, manner and extent of the  disclosure; and     11.6.3 the Party required to disclose shall in any event use all reasonable endeavours to obtain written confidentiality undertakings in its favour  from the third party.     11.7 If the Party required to disclose is unable to inform the Disclosing Party before Confidential Information is disclosed, it shall (provided that it is  lawful to do so) fully inform the Disclosing Party immediately afterwards in writing of the circumstances of the disclosure and the  Confidential Information which has been disclosed.     11.8 Nothing in this Agreement or the disclosures envisaged by this Clause shall (except as expressly agreed otherwise) operate to transfer any  Intellectual Property Rights in the Confidential Information.     11.9 The undertakings and other provisions of this Clause shall continue in force without limit in time and shall survive termination of this  Agreement, but shall cease to apply to information which may enter the public domain otherwise than through the unauthorised  disclosure by or fault of the recipient of the Confidential Information or by a person with whom such recipient is connected in any way.     11.10 Each Party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other Party of the provisions of  this Clause. Accordingly, it is agreed that either Party shall be entitled, without proof of special damages, to seek an injunction or other  interim remedy for any threatened or actual breach of this Clause, without prejudice to any other rights and remedies which that Party may have.     12. PUBLICITY     12.1 The Parties shall cooperate in any public relations or publicity exercises pertaining to the Alliance, and agree to share with each other and  coordinate the content and     11\n\n\n\n\n\n     timing of press releases, prior to submission of such information for public release. Unless specifically agreed in writing by the Parties  (including as to form and content) or required by law, by relevant regulations, or by a relevant Stock Exchange, neither Party may make  any public announcement (including any press release) in respect of the subject matter of this Agreement, its terms or its operation.     12.2 Neither Party, nor any of their respective customers, end-users, or licensees may use the name or marks of the other Party in any way including  in any advertising of products or processes without the prior specific written authorization of that other Party.     12.3 Notwithstanding Clauses 11 (Confidentiality) and this Clause 12:     12.3.1 W2E may advise others of the source of the SHBV Technology and the nature of the Alliance formed under this Agreement; and     12.3.2 each Party may disclose the existence, but not the details, of this Agreement in a release to the general public within thirty (30) days of the  Commencement Date hereof.     2.4 Each Party shall take all reasonable steps to ensure the observance of the provisions of this Clause 12 by all employees, agents, subcontractors  and consultants (including professional advisers) of that Party.     13. WARRANTIES     13.1 Each Party hereby represents and warrants to the other Party that:     13.1.1 all acts, conditions, authorisations, consents (including shareholder or parent company consents) and other things (including all licences  and permits) required in order to enable it lawfully to enter into, exercise its rights under or perform its obligations under this Agreement  and any other documents to be executed in connection with it or to authorise the same, have been duly done, fulfilled, obtained and  performed and are in full force and effect; and     13.1.2 neither the execution nor the delivery nor the performance of this Agreement will:     13.1.2.1 result in a breach of, or constitute a default under, or require the consent of a person under, any agreement or arrangement by  which it is bound;     13.1.2.2 conflict with its constitutional documents/result in a breach of any provision of its memorandum or articles of association; or     13.1.2.3 result in a breach of any law, regulation, order, judgement or decree of any court or government.     12\n\n\n\n\n\n     13.2 The express provisions of this Agreement are in place of corresponding warranties, conditions, terms, undertakings and obligations implied by  statute, common law, custom, trade usage, course of dealing or otherwise (including implied undertakings of satisfactory quality,  conformity with description and reasonable fitness for purpose), all of which are hereby excluded to the maximum extent permitted by law.     14. INDEMNITIES     14.1  Each Party agrees to indemnify, hold and save harmless the other Party, and defend at its own expense, from and against all suits, claims,  demands and liability of any nature and kind, including their cost and expenses, arising from:     14.1.1 the negligence; or     14.1.2 any intentionally wrongful acts or omissions, of the Party's own employees, agents, affiliates or subcontractors in connection with this  Agreement.     15. TERMINATION     15.1 Either Party may (without prejudice to its other rights) terminate this Agreement at any time by giving written notice to the other Party if:     15.1.1 the other Party becomes unable to pay its debts (within the meaning of section 123 (l)(e) or (2) of the Insolvency Act 1986), admits its  inability to pay its debts or becomes insolvent, or (ii) a petition is presented, an order made or a resolution passed for the liquidation  (otherwise than for the purposes of a solvent amalgamation or reconstruction), administration, bankruptcy or dissolution of the other  Party, or (iii) an administrative or other receiver, manager, trustee, liquidator, administrator or similar person or officer is appointed to the  other Party and/or over all or any part of the assets of the other Party, or (iv) the other Party enters into or proposes any composition or  arrangement concerning its debts with its creditors (or any class of its creditors) generally, or (v) anything equivalent to any of the events  or circumstances stated in (i) to (iv) inclusive occurs in any applicable jurisdiction; or     15.1.2 the other Party commits a material or persistent breach of the provisions of this Agreement (a \"Breach\"), provided that if the Breach is  remediable, the other Party shall be given thirty (30) days to remedy the Breach from receipt of the first Party's written notice specifying  the nature of the Breach and requesting that the same be remedied.     15.2 Any termination of the Agreement under Clause 15.1 above shall take effect either immediately on receipt of written notice or at such other  date as may be specified in the written notice.     13\n\n\n\n\n\n     15.3 On termination of this Agreement:     15.3.1 each Party shall ensure that all documentation and all information (including all copies of such information stored in any written or electronic  form) which constitutes Confidential Information shall be returned to the other Party forthwith; and     15.3.2 each Party shall immediately cease to use the other Party's Intellectual Property Rights and shall destroy or on request return to the other all  materials in its possession bearing the other Party's trade marks, logos, brand name and other intellectual property.     15.4 The termination of this Agreement for any reason whatsoever, or its expiry:     15.4.1 shall not affect any provision of this Agreement which by its very nature should survive or operate in the event of the termination of this  Agreement; and     15.4.2 shall not prejudice or affect the rights of either Party against the other in respect of any breach of this Agreement or in respect of any monies  payable by one Party to another in respect of any period prior to termination.     15.5 The parties may terminate this Agreement at any time by mutual consent.     15.6 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.     15.7 Each party may terminate this Agreement without liability if, despite their best efforts, the parties fail to conclude the Manufacturing  Agreement pursuant to Clauses 10 - 13 of this Agreement within one month from the date of this Agreement.     16. FURTHER ASSURANCE     16.1 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions  (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other  Party the full benefit of the provisions of this Agreement.     17. ASSIGNMENT     17.1 SHBV acknowledges and agrees that W2E may from time to time establish or nominate a separate entity for the purpose of entering into  agreements with     14\n\n\n\n\n\n     SHBV, in which case W2E shall have the right to require that SHBV's obligations under the Manufacturing Agreement (including  warranties and indemnities) and any project schedules to be given in favour of both W2E and such entity.     18. ENTIRE AGREEMENT     18.1 This Agreement (together with the Manufacturing Agreement and any project schedule entered into by the Parties as contemplated herein)  constitutes the entire agreement between the Parties in relation to its subject matter, and replaces and extinguishes all prior agreements,  draft agreements, arrangements, undertakings, or collateral contracts of any nature made by the Parties, whether oral or written, in relation  to such subject matter.     18.2 Each Party acknowledges that in entering into this Agreement it is not relying on, and shall have no rights or remedies (whether in tort, under  statute or otherwise) in respect of any statements, collateral or other warranties, assurances, undertakings or representations (whether  innocently or negligently made) by any person or entity in relation to the subject-matter of this Agreement, except for those rights and  remedies available under this Agreement.     18.3 Nothing in this Clause shall exclude or restrict the liability of either Party arising out of fraud, fraudulent misrepresentation or fraudulent  concealment.     19. DISPUTE RESOLUTION     19.1 The Parties agree to co-operate with each other in an amicable manner with a view to achieving the successful implementation of this  Agreement.     19.2 If a Dispute arises it shall first be referred to the Managing Director (or equivalent) of SHBV and the Managing Director (or equivalent) of W2E  for resolution.     19.3 If the Parties are unable to resolve a Dispute within ten (10) Working Days of its referral to the Managing Director (or equivalent) of SHBV and  the Managing Director (or equivalent) of W2E referred to in Clause 19.2 above, then the Parties will attempt to settle it by mediation in  accordance with the Centre for Effective Dispute Resolution (\"CEDR\")'s Model Mediation Procedure and the following shall prevail in  the event of a conflict with that procedure:     19.3.1 the mediation shall be conducted by a single mediator who shall be appointed by agreement in writing between the Parties or, if the Parties  are unable to agree on the identity of the mediator within ten (10) Working Days of the date of the request that the Dispute be determined  by a mediator, or if the mediator appointed is unable or unwilling to act, shall be appointed by the CEDR;     15\n\n\n\n\n\n     19.3.2 the mediation shall be conducted in London and in the English language;     19.3.3 the mediation shall be conducted in private and without prejudice to the rights of the Parties in any future proceedings; and     19.3.4 the mediation shall be held within thirty (30) Working Days of the appointment of the mediator pursuant to Clause 19.3.1 above.     19.4 Nothing in this Clause shall prejudice the right of either Party to:     19.4.1 apply to Court for interim relief to prevent the violation by a Party of any proprietary interest, or any breach of either Party's obligations  which could cause irreparable harm to the other Party; or     19.4.2 to bring proceedings intended to result in the enforcement of a settlement agreement or of a binding determination of a dispute between the  Parties.     20 NOTICES     20.1 Except as otherwise expressly provided, any notice or other communication from either Party (\"Sender\") to the other Party (\"Recipient\")  which is required to be given under this Agreement (\"Notice\") must be in writing (which for these purposes excludes e-mail), signed by or  on behalf of the Sender, and be addressed to the officer of the Recipient whose details are set out in Clause 20.3 below.     20.2 The Sender may either:     20.2.1 deliver the Notice, or arrange for its delivery, by hand and retain satisfactory proof of delivery; or     20.2.2 send the Notice by fax and retain a successful fax transmission report recording the correct number of pages; or     20.2.3 send the Notice by recorded delivery or registered post and retain a receipt of delivery or sending; or     20.2.4 send the Notice by registered airmail if it is to be served by post outside the country from which it is sent and retain a receipt of sending.     20.3 The details of the Parties for the purpose of Notices are as follows:     16\n\n\n\n\n\n\n\n   Each Party may alter the above details that relate to it and shall promptly notify the other of any such change by a Notice in accordance  with this Clause.     20.4 Any Notice shall be deemed to have been served:     20.4.1 if delivered by hand, at the time and date of delivery;     20.4.2 if sent by fax, at the time and date of the successful fax transmission report;     20.4.3 if sent by recorded delivery or registered post, 48 hours from the date of posting (such date as evidenced by postal receipt etc); or     20.4.4 if sent by registered airmail, five days from the date of posting.      21 GENERAL     21.1 Variations only in writing     21.2 No variation of or amendment to this Agreement (including its Schedules) shall be effective unless made in writing and signed by or on behalf  of both Parties or by their duly authorised representatives.     21.3 Remedies cumulative     21.4 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.     17\n\nSHBV\n\n     For the attention of: Managing Director       Address:\n\n     With copy to: Managing Director,       Telephone number:\n\nFax number:\n\n     W2E\n\n     For the attention of:  Mr John Murphy       Address: Dargavel Stores, Lockerbie Road, Dumfries,     DG1 3PG       Telephone number:  [Insert details]       Fax number: [Insert details]\n\n\n\n\n\n     21.5 No partnership or agency     21.5.1 Nothing in this Agreement shall (except as expressly provided) be deemed to constitute a partnership, or create a relationship of principal  and agent for any purpose between the Parties.     21.5.2 Any statement or representation made by either Party shall not be binding on the other unless agreed otherwise agreed in writing and neither  Party shall be liable to any third party for any loss or damages arising out of such statements or representations.     21.6 No waiver     21.7 The failure to exercise, or delay in exercising, a right, power or remedy provided by this Agreement or by law shall not constitute a waiver of  that right, power or remedy. If a Party waives a breach of any provision of this Agreement this shall not operate as a waiver of a  subsequent breach of that provision, or as a waiver of a breach of any other provision.     21.8 Costs of each of the Parties     21.9 Each Party shall bear its own costs and expenses in connection with the preparation, negotiation, and execution of the Agreement.     21.10 Third Party Rights     A person who is not a party to this Agreement may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act  1999.     21.11 Counterparts / Execution of Agreement     21.12 This Agreement may be entered into by the Parties in any number of counterparts. Each counterpart shall, when executed and delivered, be  regarded as an original, and all the counterparts shall together constitute one and the same instrument. This Agreement shall not take  effect until it has been executed by both the Parties. This Agreement may be validly exchanged and delivered by fax.     21.13 Severability     21.13.1 If any Clause, or part of a Clause, of this Agreement, is found by any court or administrative body of competent jurisdiction to be illegal,  invalid or unenforceable, and the provision in question is not of a fundamental nature to the Agreement as a whole, the legality, validity  or enforceability of the remainder of this Agreement (including the remainder of the Clause or sub Clause which contains the relevant  provision) shall not be affected.     21.13.2 If the foregoing applies, the Parties shall use all reasonable endeavours to agree within a reasonable time upon any lawful and reasonable  variations to the     18\n\n\n\n\n\n     Agreement which may be necessary in order to achieve, to the greatest extent possible, the same effect as would have been achieved by  the Clause, or the part of the Clause, in question.     22 GOVERNING LAW     22.1 This Agreement is governed by English law.     22.2 The Parties submit to the non-exclusive jurisdiction of the courts of England and Wales.     This Agreement shall come into force on the date given at the beginning of this Agreement.\n\n   19\n\nSIGNED by\n\n   )        )  (name),                     )   a duly authorised signatory of     ) (signature)  SHBV (HONG KONG) LTD            )\n\nSIGNED by\n\n      )           )  (name),\n\n\n\n\n\n     )\n\na duly authorised signatory of     ) (signature)  WASTE2ENERGY GROUP HOLDINGS PLC      )"}]}, {"title": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "ENDORSEMENT AGREEMENT ADDENDUM I", "answer_start": 15}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "National Football League Alumni - Northern California Chapter", "answer_start": 159}, {"text": "(\"NFLA\")", "answer_start": 407}, {"text": "Food For Athletes, Inc", "answer_start": 576}, {"text": "Gridiron BioNutrients\u2122", "answer_start": 655}, {"text": "(collectively the \"Company\").", "answer_start": 810}, {"text": "National Football League Alumni, Inc", "answer_start": 369}, {"text": "(\"NFLA-NC\")", "answer_start": 221}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "November 7, 2017", "answer_start": 127}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "November 7, 2017", "answer_start": 127}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [{"text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "answer_start": 1956}, {"text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "answer_start": 2799}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "EXHIBIT 10.2   ENDORSEMENT AGREEMENT ADDENDUM I   This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 2017,   BETWEEN:\n\n\n\nNational Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054.     AND:   Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1147 N Roseburg CT, STE A/B Visalia, CA 93291 (collectively the \"Company\").   RECITALS   The NFLA, NFLA-NC and the Company (collectively the \"Parties\") agree that this Addendum I shall be affixed and be enforceable under the terms of the Endorsement Agreement executed by the Parties on October 30, 2017.   Parties agree to the addition of Gridiron CBD H2O Probiotic\u2122 Water to \"Licensed Products\" as follows:   SECTION ONE. DEFINITIONS    As used in this Agreement, the following terms shall be defined as follows:      F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron CBD H2O Probiotics\u2122 Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement.   Endorsement Agreement Addendum I  Page 1 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      SECTION FOUR. REMUNERATION    C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1) 4oz bottle of BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit  e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) Bottle Gridiron CBD H20 Probiotics\u2122 Water = 1 Unit\n\n g. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________  * The NFLA-NC will donate 15% of the above described proceeds to the NFLA.  ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company's Licensed Products.   The parties have executed this Agreement on November 22nd, 2017.   Food For Athletes, Inc. / Gridiron BioNutrients\u2122   By: /s/ Darren Long    Darren Long - CEO     The National Football League Alumni, Inc.   By: /s/ Elvis Gooden    Elvis Gooden - President     NFL Alumni - Northern California Chapter   By: /s/ Eric Price    Eric Price - President     Endorsement Agreement Addendum I  Page 2 of 2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017"}]}, {"title": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "Corporate Sponsorship Agreement", "answer_start": 14}], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "American Diabetes Association, Inc.", "answer_start": 336}, {"text": "Association", "answer_start": 72}, {"text": "Freeze Tag Inc.", "answer_start": 183}, {"text": "Company", "answer_start": 225}], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "March 22, 2018", "answer_start": 152}], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "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\").", "answer_start": 2113}], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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\")", "answer_start": 2113}], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 16616}], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [{"text": "Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will; or (iii) written notice in the event one Party (a) becomes or is declared insolvent or bankrupt or is subject to the appointment of a trustee or receiver or any equivalent thereof, (b) is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) days, (c) makes an assignment for the benefit of creditors, or (d) is subject to any sale, lease or other transfer of all or substantially all of its assets to any entity; or (e) is subject to a change of control (whether by merger, stock transfer or otherwise), except in the case of an initial public offering.", "answer_start": 9884}], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "This Agreement may not be assigned by either Party without the prior written consent of the other Party.", "answer_start": 12707}], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 21124}], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": false}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "Any display of Association Mark must be accompanied by one of the following relationship statements: a. \"Freeze Tag is a national sponsor of Get Fit Don't Sit DayTM, a wellness engagement day of American Diabetes Association\u00ae\" b. \"Freeze Tag is a national sponsor of American Diabetes Association\u00ae\"", "answer_start": 18749}, {"text": "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.", "answer_start": 4694}, {"text": "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\").", "answer_start": 18278}, {"text": "The Association Marks shall not be placed adjacent to the mark of another organization concerned with diabetes, or those of a company that manufactures products or provides services related to diabetes, without the Association's specific prior written consent, which may be withheld for any reason.", "answer_start": 5027}, {"text": "The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association.", "answer_start": 3376}], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 4387}], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "Such insurance shall be primary and non-contributory.", "answer_start": 9813}, {"text": "The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium.", "answer_start": 9639}, {"text": "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+.", "answer_start": 9205}, {"text": "The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations.", "answer_start": 9481}], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 2918}], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "FreezeTagInc_20180411_8-K_EX-10.1_11139603_EX-10.1_Sponsorship Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "EXHIBIT 10.1\n\nCorporate Sponsorship Agreement Between American Diabetes Association and Freeze Tag, Inc. This Agreement (\"Agreement\") is made effective March 22, 2018, by and between Freeze Tag Inc., a Delaware Corporation (\"Company\"), with its principal place of business located at 1720 Bray Central Drive, McKinney, TX 75069 and the American Diabetes Association, Inc. (\"Association\"), an Ohio not-for profit corporation, with its principal place of business located at 2451 Crystal Drive, Suite 900, Arlington, VA 22202. ADA and/or Company may be referred to as a \"Party\" or collectively as the \"Parties.\" 1. Purpose: The purpose of this Agreement is to benefit the Association and advance its not-for-profit mission through a National Sponsorship of Get Fit Don't Sit DayT M. Company desires to assist the Association to carry out its mission and agrees to provide the support described in this Agreement. Company understands that as a not-for-profit charitable organization Association cannot promote or endorse Company's products or services, either explicitly or implicitly. The Association may require that a disclaimer stating that Company's participation in this Agreement does not convey or imply the Association's approval, endorsement, certification, acceptance, or referral of any product or service of Company. 2. Scope: The Association agrees to identify and acknowledge Company as a supporter of the organization and the diabetes cause, as permitted in connection with qualified sponsorship payments and royalties under Section 513(i) and Section 512 of the Internal Revenue Code and Treasury regulations thereunder (\"Code\"). Company agrees not to knowingly take any actions that would jeopardize the tax-exempt status of Association under section 501(c)(3) of the Code. Company agrees to inform its business partners about Association's tax-exempt status. Company agrees to provide its services, as defined in Attachment A, in accordance with all applicable laws and in accordance with standards of decorum and taste so as not to adversely reflect upon the Association or its mission. 3. Term: 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\"). 4. Intellectual Property: The Association is the sole and exclusive owner of its name and logos, with or without accompanying words, and has the legal right to enter into this Agreement. In addition, any materials provided by or developed by the Association remain the property of the Association. The Association's names, logos, and various marks, are \"the Association Marks\", as listed in Attachment B. The Association's ownership of the Association Marks is or shall be secured through registration, or under common law, or both. Company's use of the Association Marks does not create ownership rights in the Association Marks for Company. 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. Company is the sole and exclusive owner of its name, logos, and marks (the \"Company Marks\"), which include, without limitation, the names, logos, and marks listed in Attachment B as Company Marks. 1\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\n5. License: The Association grants Company a non-exclusive, limited, revocable and conditional license during the term to use the Association Marks, solely to identify Company as a supporter of the Association. Use by Company of the Association Marks is limited to the particular Association Marks as authorized by the Association, which may not be revised or altered in any way, without prior written consent, must be displayed in the same form and colors, and does not extend to any other marks of the Association. Use by Company of the Association Marks on and in conjunction with its product or brand is conditioned upon Company's observance of the specifications for permissible uses of the Association Marks as stated herein and as may be given to Company, from time to time , in writing by the Association. Nothing shall prohibit the Association, during the period of this Agreement, from licensing the use of substantially similar marks for substantially similar uses in working with other companies or industries. 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. The Association Marks must be used in a professional manner and solely in connection with the activities authorized under this Agreement. 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. The Company Marks must be used solely in connection with the activities authorized under this Agreement. 6. Use of Association Marks: The Association Marks shall not be placed adjacent to the mark of another organization concerned with diabetes, or those of a company that manufactures products or provides services related to diabetes, without the Association's specific prior written consent, which may be withheld for any reason. 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; is false, misleading or likely to cause confusion, mistake or deception; violates the rights of others; violates any federal, state or local law, regulation or other public policy; or mischaracterizes the relationship between the Parties, including but not limited to the fact that Company is a separate and distinct legal entity from, and is not an agent of, the Association. The use of Company Marks by Association shall be in furtherance of the sponsorship elements set forth in Attachment A. 7. Quality: All products, materials, services or other items of Company with which the Association Marks are used shall be maintained throughout the period of this Agreement at or above their quality at the beginning of the term. Company shall provide to the Association on a quarterly basis two (2) samples of any items or materials that contain the Association Marks. 8. Review: All uses of the Association Marks, including the specific placement of the Association Marks on Company's product and all promotional materials and packaging, are subject to the Association's prior written approval, which approval shall be in its sole discretion. Any reference to the Association in electronic or other publication or broadcast is subject to the Association's respective prior written approval, which approval shall not be unreasonably withheld. Approval or disapproval shall be provided by the respective Party within five (5) business days of request. Failure to have materials and/or products featuring the Association Marks reviewed in advance of making then available in the marketplace may be considered breach of the Agreement and cause for immediate cancellation. 2\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\n9. Infringement: Each Party shall take measures it deems necessary to assure that none of the material which is prepared, or which shall be prepared, pursuant to this Agreement, violates or infringes upon any trademark or copyright, or any other right of any person, company or other entity. Both Parties shall protect against infringement of the Association Marks. Each Party shall provide reasonable assistance to the other party in protecting the Association Marks upon request. Each Party shall notify the other party immediately if it learns of any infringement of the Association Marks or Company. 10. Mark. The Party owning the infringed mark shall have sole discretion to determine whether to pursue such infringement. 11. Indemnification: Each Party agrees to defend, indemnify and hold harmless the other Party, its officers, directors, employees, volunteers, subcontractors and agents, from any and all claims, losses, damages, liabilities, judgments, or settlements, including reasonable attorneys' fees, costs and other expenses incurred on account of the their respective negligent acts or omissions, and those of their directors, employees, agents, contractors and sub- contractors, in connection with this Agreement. 12. Notification: Except as may be limited by applicable law, each of the Parties hereto shall promptly notify the other of, and reasonably cooperate in responding to or defending any inquiry, investigation, claim, suit or other cause of action instituted, asserted or threatened against either Party hereto or any of their respective Affiliates, shareholders, directors, officers, agents, independent contractors or employees and arising out of or relating to either Party's obligations under this Agreement or any other matter contemplated hereby. 13. 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+. The insurance shall be in an amount of: $2,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 aggregate for products and completed operations. The Association must be a named additional insured, and shall be provided at least 30 days' notice for cancellation of policy and 10 days' notice for non-payment of premium. Such insurance shall be primary and non-contributory. 14. Termination: Before expiration of the Term, either Party may terminate this Agreement upon: (i) any material breach of the Agreement by the other Party, if such breach is not remedied to the reasonable satisfaction of the non-breaching Party within ten (10) business days after written notice; (ii) ten (10) business days written notice to the other Party whenever the notifying Party in its sole discretion determines that the continuation of the Agreement will damage its reputation or good will; or (iii) written notice in the event one Party (a) becomes or is declared insolvent or bankrupt or is subject to the appointment of a trustee or receiver or any equivalent thereof, (b) is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) days, (c) makes an assignment for the benefit of creditors, or (d) is subject to any sale, lease or other transfer of all or substantially all of its assets to any entity; or (e) is subject to a change of control (whether by merger, stock transfer or otherwise), except in the case of an initial public offering. 15. Effect of Termination or Expiration: Upon termination or expiration, no further use may be made of the Association Marks, or other proprietary property or materials provided, developed or intended for use in connection with the Sponsorship, without prior written authorization, other than as set out in this section. All other originals and copies of the Association Marks (whether in printed, electronic, recorded, and/or other tangible form) shall be discarded or destroyed within five (5) business days. The obligations under sections 8, 9, 10, and 11 and 19 and this section 14 shall survive the termination or expiration of this Agreement. 3\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\n16. Force Majeure: Neither Party shall be in breach of this Agreement if Program or Event activities are cancelled as a result of forces beyond the Party's reasonable control, such as unusually severe weather, fire, explosion, civil disturbance, terrorism or act of God. Whenever possible, any schedule for performance stated above shall be extended as necessary to overcome the effects of such force majeure, or the company promotion shall be transferred to another Association program or event. 17. Liability: Company and Association agree that each is responsible for its own business activities and for its action or inaction relating to the specific Program or Event activities under this Agreement. Company shall be responsible for securing any necessary release forms from participants in any Company activity not held at the Association's Program or Event activity. 18. Non-Assignment: This Agreement shall be between the Parties only, and does not grant rights to any other party. This Agreement may not be assigned by either Party without the prior written consent of the other Party. Any amendment of this Agreement must be in writing signed by authorized representatives of each of the Parties. 19. Confidentiality. The provisions of this Agreement shall be maintained by the Parties as confidential during the Term and thereafter. In addition, any and all aspects of Company's business, including without limitation all non-public information or trade secrets directly or indirectly related thereto, that Association becomes exposed to during the Term, and extensions or renewals, of this Agreement shall be maintained as confidential, and shall not be further disclosed by Association, or used by Association for any purpose other than performing hereunder during the Term or thereafter. 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. 20. Independence. Nothing in this Agreement shall create a partnership, joint venture or establish the relationship of principal and agent or any other relationship of a similar nature between the Parties. The Parties to this Agreement shall be considered independent contractors and neither Party is granted the right or authority to assume or create any obligation on behalf of or in the name of the other. 21. Survival. Any and all warranties, provisions, rights and obligations of the Parties herein described and agreed to be performed subsequent to the termination of this Agreement, including but not limited to obligations respecting confidentiality and indemnification, shall survive the termination of this Agreement. 22. Successors and Assigns. This Agreement shall be binding on the parties, and on their successors and assigns, without regard to whether it is expressly acknowledged in any instrument of succession or assignment. However, Company may only assign its responsibilities under this Agreement with Association's prior written approval as provided in Section 18. 23. Entire Agreement. This Agreement, including any attachments, if applicable, and any other documents and agreements contemplated herein, constitute the entire agreement between the Parties with regard to the subject matter. This Agreement supersedes all previous agreements between or among the Parties respecting such, and there are no other agreements or understandings between or among the Parties other than as set forth herein. 4\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\n24. Amendment. No amendment, alteration, modification of or addition to this Agreement, and no waiver of rights or remedies hereunder, shall be valid or binding unless expressed in writing and signed by the Party to be bound thereby. 25. Compliance with Anti-discrimination Laws and Policies. Company states that it is its practice to adhere to all applicable federal, state and local laws relating to discrimination in the workplace and Company does not have any rule or policy that automatically excludes a person with diabetes from employment in any position with Company. 26. Notice: All written notices required to be given pursuant to the terms set forth in this Agreement shall be deemed given on the day notice is either delivered personally, or by fax or overnight or certified delivery or deposited in the mail addressed as specified below: If to the American Diabetes Association: Address: 2451 Crystal Drive, Suite 900 Arlington, VA 22202 Email: Attn: Daryl Hayes, Corporate Development Officer Attn: Jonathan Webb, Vice President, Corporate Alliances (cc) Attn: Sean McDonough, Vice President and General Counsel, Legal Affairs (cc)\n\nIf to Freeze Tag, Inc. Address: 17200 Bray Central Drive McKinney, TX 75069 Email: Fax: Attn: Craig Holland, CEO\n\n27. 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. If any terms of this Agreement are invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule or law, such term shall be deemed reformed or deleted only to the extent necessary to comply with such statute, regulation, ordinance order or rule, and the remaining provisions of this Agreement shall remain in full force and effect. Signatures: American Diabetes Association Freeze Tag, Inc.\n\nBy: By: Name Name Title Title Date Date 5\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nATTACHMENT A ACKNOWLEDGEMENT OF SUPPORT The following outlines the type of acknowledgment that has been agreed upon by the Company and the Association and describes the appropriate recognition of support, in accordance with the Internal Revenue Code. (All advertising, promotional and educational materials, with the Association marks, are subject to the Association's advance review and approval.) Products/Brand covered by this Agreement: Freeze Tag App Products, ZeeTour App Sponsorship Type: National Get Fit Don't Sit DayTM Sponsor As a National Sponsor, Company shall participate in and receive recognition for the following activities, for the Term, as agreed upon by Company and the Association. The Association shall review with Company on a semi-annual basis the recognition of Company's participation in the activities outlined below. Use of Association Intellectual Property- Association Name and Logo (\"Association Mark\"): 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\"). All materials containing the Association Marks are subject to advance review and written approval by the Association and Company acknowledges that the Association is the final arbiter in determining whether or not its Marks are suitable to appear on materials. Any display of Association Mark must be accompanied by one of the following relationship statements: a. \"Freeze Tag is a national sponsor of Get Fit Don't Sit DayTM, a wellness engagement day of American Diabetes Association\u00ae\" b. \"Freeze Tag is a national sponsor of American Diabetes Association\u00ae\" A. 2018 National Get Fit Don't Sit DayTM\n\nNational Get Fit Don't Sit DayT M, (NGFDS) May 2, 2018 is the Association's high-profile wellness day that brings a message around physical activity into the workplace; it is designed to bring awareness about the importance of getting up and moving throughout the day. As a sponsor of the 2018 NGFDS Day event, Company shall include: i. E-Toolkit E-toolkit shall include cobranded assets which can be downloaded by participating companies and organizations. Cobranded assets include: \u00b7 Cobranded cover \u00b7 Print Ad/Poster o Field Toolkit: Template campaign materials leveraged by field staff to customize for local area. Logo is included on: \u00b7 Cobranded cover \u00b7 Print Ad/Poster \u00b7 Association shall provide Freeze Tag with customized social media messaging that can be used to promote the company's role in the campaign (estimated timeline March). 6\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nii. Association Channels: Company shall receive recognition in the following Association Channels: Website Company logo shall be prominently featured on the campaign landing page for National Get Fit Don't Sit Day. Media and Public Relations Company shall be acknowledged as a national sponsor in the Association's press release announcing the third annual National Get Fit Don't Sit Day. Association Consumer E-News Company shall be recognized as a sponsor of National Get Fit Don't Sit Day content featured in Consumer e-newsletters - Stop Diabetes\u00ae and Living with Type 2 Diabetes Email Marketing Company shall be recognized as a national campaign sponsor in one (1) to two (2) email announcements, to the Association's corporate lists and to our engaged consumer base. Corporate lists include current Association sponsors and wellness-minded companies who have engaged in past wellness day initiatives. Social Media Association shall leverage its social media channels to engage participants in National Get Fit Don't Sit Day: \u00b7 The Association will mention/tag Freeze Tag in posts announcing National Get Fit Don't Sit Day on May 2. \u00b7 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. Internal Communications Company shall be mentioned as the national sponsor of National Get Fit Don't Sit Day in all internal communications to Association staff, including but not limited to Notable News and ADA News. B. Company Pin Pad/POS Donation Campaign for Tour de Cure\u00ae and Step Out (2018-2019) In 2018 Company shall commit to developing a customized version of its ZeeTour app to support Tour de Cure\u00ae and Step Out Walk to Stop Diabetes\u00ae events across the US. By way of the ZeeTour app, Company agrees to ask their customers to participate in a voluntary pin pad/POS donation campaign to support the Association's events. The pin pad campaign donation levels are to be mutually determined by Company and Association. (See Attachment \"C\" for volunteer donations guidelines) Company shall provide all tracking reports to Association which shall include total participants and funds raised through the pin pad/POS campaign per event site for the duration of the Term. For the purposes of this Agreement, funds raised through the pin pad/POS donation campaign shall be applied towards Company's total sponsorship of $150,000 for the Term. 7\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nCompany and Association shall collaborate to: \u00b7 Strategically identify markets in 2018 to act as test sites for implementation \u00b7 Identify number of events both Tour and Step Out prior to 2019 Tour season \u00b7 Develop a marketing strategy prior to implementation C. Association Media Channels: Promotions That Give Back The Association shall leverage its Promotions That Give Back website and e-news to help raise awareness about Company's Cause Promotion and national support. a. Promotions That Give Back webpage Description: 3-4 lines that outline the relationship with Association and co-venture arrangement (% of every purchase of in store apps goes to Association) b. Promotions That Give Back e-Newsletter Audience: Shoppers and purchasers from Association (ShopD.org website), DiabetesForecast e-news subscribers, excludes donors in December. Circulation: 510,000; Frequency: Quarterly. Description: Photo/graphic, headline, and 20-25 word blurb with link to Promotions That Give Back webpage. A final schedule determining the dates and activities shall be mutually agreed to by the parties. D. Additional Rights and Benefits The Association agrees to provide the following additional rights and benefits: \u00b7 Explore additional opportunities to be presented throughout the duration of this agreement \u00b7 If requested, a quote from the Association for Company to use in a press release(s) \u00b7 Recognition on the \"Corporate Supporter - National Sponsors\" web pages of diabetes.org that includes a paragraph describing Company's relationship and commitment to the Association \u00b7 Opportunity to work with Association local market offices to encourage awareness for Company's support, which may include but is not limited to engaging in Company's social media posts via Facebook or Twitter, where appropriate \u00b7 Single account executive for all Association-related communications \u00b7 Strategy meeting(s) with account executive to guide relationship or as needed \u00b7 Monthly report detailing results/status of commitment, fifteen (15) to thirty (30) days post activation and following the conclusion of the Agreement 8\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nE. Relationship Structure & Payment Schedule Company agrees to pay to the Association the cash rights fee in the amount of $150,000 for this Sponsorship Agreement. Payments to Association shall be payable according to the following schedule: Year 1 - Due: December 31, 2018 - $50,000 Year 2 - Due: December 31, 2019 - $75,000 Remaining Balance Due: March 30, 2020 - $25,000 Signatures: American Diabetes Association Freeze Tag, Inc.\n\nBy: By: Name Name Title Title Date Date 9\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nATTACHMENT B Use of the Association's Marks Any use of the Association's Marks requires the review and approval of the Association. Any modification to taglines or to the 'locked up' imagery (Association brand and Cause brand) also requires review and written approval by the Association to ensure that with any modification, there is prominent proximity between the brands. Approved Association Cause or Activity Marks: \"American Diabetes Association Stop Diabetes\u00ae\" and \"Tour de Cure\u00ae\" and \"Tour de Cure 'year'\u00ae\" - as logos change, attachments shall be added to this contract\n\nPROMOTIONAL SUPPORTER\n\nNATIONAL SPONSOR Get Fit Don't Sit Day\u00ae 10\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018\n\n\n\n\n\nATTACHMENT C CAUSE MARKETING COMPLIANCE GUIDELINES DONATION AT CHECKOUT a. Definition Invitation to consumer to make a voluntary donation, separate and apart from the purchase price of any product or service. b. Legal Requirements The company must not either: (a) keep any of the donated money, or (b) be compensated in any way by the Association. A signed contract between the company and the Association is required. Check with the Legal Department. c. Tracking Funds. A reliable system must be implemented to keep track of all consumer donations and to assure that 100% of the donated funds are delivered to the Association on a regular and timely basis. d. Disclosures Several states have special disclosure requirements when consumers are asked to make donations. Check with Company Legal Department for required disclosures. 11\n\nSource: FREEZE TAG, INC., 8-K, 4/11/2018"}]}, {"title": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "HOSTING AGREEMENT", "answer_start": 7575}], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "eGain", "answer_start": 191}, {"text": "eGain Communications Corporation", "answer_start": 191}, {"text": "Eliance Corporation", "answer_start": 238}, {"text": "Customer", "answer_start": 260}], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 14322}], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 14322}], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 14322}], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 17241}], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party.", "answer_start": 18255}], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 16388}, {"text": "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.", "answer_start": 2918}], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 2918}], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "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).", "answer_start": 15329}], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [{"text": "EXCLUDING LIABILITY FOR INFRINGEMENT CLAIMS AS DISCUSSED IN SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL eGAIN BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF eGAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "answer_start": 11065}], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": false}, {"answers": [{"text": "In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business       Hours or the first four (4) hours of Downtime outside of Normal Business       Hours (\"Initial Downtime\"), eGain will credit Customer's account for one       (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the       Initial Downtime, eGain will credit Customer's account for one (1)       additional day of service.", "answer_start": 6408}, {"text": "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.", "answer_start": 8007}, {"text": "In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant.", "answer_start": 8895}, {"text": "EXCLUDING LIABILITY FOR INFRINGEMENT CLAIMS AS DISCUSSED IN SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL eGAIN BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF eGAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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.", "answer_start": 11065}, {"text": "THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.", "answer_start": 8253}], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "WEBHELPCOMINC_03_22_2000-EX-10.8-HOSTING AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.8\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\n1. Hosting Agreement. This Agreement (including its Exhibit A and all other documents referenced herein) is entered into by eGain Communications Corporation (\"eGain\") and Eliance Corporation (\"Customer\") for the purpose of providing Customer with Web-based access to eGain's software specified in Exhibit A, including any updates, upgrades or revisions provided under this Agreement (\"Software\"), and certain other services relating to the processing of and response to online inquiries and messages (\"Online Messages\") received by Customer from its customers and other users of Customer's Web site (\"Users\").\n\n2. Provision of Services. eGain will provide Customer with access, maintenance and related hosting services (\"Hosting Services\") to the Software installed on eGain's servers and other equipment (the \"eGain System\"). Customer agrees, as reasonably requested by eGain, to provide eGain with access to Customer's premises and equipment and to otherwise cooperate with eGain in performing the services. During the term of this Agreement, Customer may obtain information (\"Reports\") regarding Customer's use of the Software and the quantity and handling of Online Messages routed to the eGain System by accessing the eGain System through a password-protected Web site made available by eGain. Customer shall be responsible for maintaining the confidentiality of such passwords and shall permit only authorized employees of Customer to access the eGain System. The Hosting Services, and the hosting fees specified in Exhibit A, do not include any deployment, training or other consulting or professional services which, if applicable, will be specified in a Statement of Work, signed by both parties, and incorporated herein by this reference.\n\n2.1 Customer Support. eGain will provide live telephone support to Customer 24-hours-a-day, seven-days-a-week by a trained eGain customer support representative.\n\n3. Customer's Responsibilities. Customer agrees that it shall be responsible for providing and maintaining its own Internet access and all necessary telecommunications equipment, software and other materials (\"Customer Equipment\") at Customer's location necessary for accessing the Software and the eGain System through the Internet. Customer agrees to notify eGain of any changes in the Customer Equipment, including any system configuration changes or any hardware or software upgrades, which may affect the Hosting Services provided hereunder. The eGain System is only to be used for lawful purposes. Customer agrees not to transmit, re-transmit or store materials on or through the eGain System or the Software that are harmful to the eGain System or Software, or in violation of any applicable laws or regulations, including without limitation laws relating to infringement of intellectual property and proprietary rights of others. 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. Neither Customer nor Users are otherwise permitted to use the Software, nor will Customer or Users disassemble, decompile or otherwise attempt to discern the source code of such Software. 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. Notwithstanding the preceding sentence, Customer shall be permitted to provide access to the eGain System to its employees and agents located worldwide.\n\n4. Proprietary Rights. 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. eGain acknowledges and agrees that the Online Messages are the property of Customer and that eGain has only a limited right to use the Online Messages as set forth in the following sentence. Notwithstanding the foregoing, eGain may access and disclose the Online Messages solely as necessary to provide the Hosting Services, to operate and maintain its systems, to comply with applicable laws and government orders and requests, and to protect itself and its customers.\n\n5. Pricing and Payment. Customer agrees to pay the fees and other charges for the Hosting Services and other services provided under this Agreement as specified in Exhibit A of this Agreement. CUSTOMER AGREES TO PAY FOR HOSTING SERVICES ON OR BEFORE THE FIRST DAY OF THE MONTH IN WHICH THE HOSTING SERVICES ARE PROVIDED, except that, with respect to Additional Fees (as defined in Exhibit A), eGain will invoice Customer for such Fees in the month after the month in which such fees accrue as provided in Exhibit A. All amounts payable hereunder are exclusive of any and all taxes, and Customer is responsible for payment of such taxes (excluding taxes based on eGain's net income). All prices are stated, and Customer shall pay, in United States dollars. Payment received by eGain after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law. 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.\n\n6. Limited Warranties; Disclaimer of Warranties.\n\n\n\n\n\n6.1 eGain warrants and represents to Customer that (i) the Software will perform substantially in accordance with the documentation, if any, provided by eGain to Customer, and (ii) the Hosting Services will be performed in a professional and workmanlike manner and in accordance with Section 2. In the event of Downtime (as defined in this Section 6.1 below), as Customer's sole and exclusive remedy and eGain's sole and exclusive liability, the monthly fee payable for the Hosting Services shall be reduced as follows:\n\na) For the first sixty (60) minutes of Downtime during Normal Business       Hours or the first four (4) hours of Downtime outside of Normal Business       Hours (\"Initial Downtime\"), eGain will credit Customer's account for one       (1) day of service.\n\nb) For each eight (8) hour period of Downtime per day in addition to the       Initial Downtime, eGain will credit Customer's account for one (1)       additional day of service.\n\nFor the purposes of this Agreement, \"Downtime\" shall mean any interruption in the availability of Hosting Services to Customer (excluding scheduled interruptions of which Customer is notified 48 hours in advanced), only if such interruption is due either to: 1) an error in the Software, or 2) failure of the eGain System (but not including problems associated with Internet connectivity). Downtime begins upon Customer notification to eGain of the interruption, either\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nby speaking directly with an eGain customer service representative or recording a voice mail message in the eGain customer service voice mail box, and continues until the availability of the Hosting Services is restored to the Customer. For purposes of this Agreement, \"Normal Business Hours\" shall mean between the hours of 6:00 a.m to 6:00 p.m. Pacific time, Monday through Friday excluding national holidays.\n\nIn 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.\n\nTHE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND eGAIN'S ENTIRE LIABILITY, FOR DOWNTIME AND FOR BREACH OF THE HOSTING SERVICES WARRANTY PROVIDED IN THIS SECTION 6.1.\n\n6.2 eGain represents and warrants that, prior to, during and after the calendar year 2000 A.D., the Software and the eGain System will process, calculate, manipulate, sort, store and transfer date data without material error or material performance degradation, including without limitation date data which represents or references different centuries or more than one century (such representation and warranty being referred to as \"Year 2000 Compliant\"). In the event that the Software or eGain System is not Year 2000 Compliant, Customer's sole and exclusive remedy and eGain's sole and exclusive liability shall be for eGain, at no additional cost to Customer, to promptly modify the Software or the eGain System so that the Software or eGain System is Year 2000 Compliant. The foregoing warranty is conditioned upon the Customer using the Software and/or the eGain System in accordance with its applicable Documentation, and on other software, hardware, network and systems (other than the Software and the eGain System) with which the Software and/or the eGain System interface or interoperate also being Year 2000 Compliant.\n\n6.3 EXCEPT AS PROVIDED IN SECTIONS 6.1-6.2, (A) THE HOSTING SERVICES ARE PROVIDED, AND THE SOFTWARE AND THE eGAIN SYSTEM ARE MADE AVAILABLE, BY eGAIN TO CUSTOMER \"AS IS,\" AND (B) eGAIN AND ITS SUPPLIERS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE HOSTING SERVICES, THE SOFTWARE OR THE eGAIN SYSTEM, AND SPECIFICALLY DISCLAIM THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT, TO THE MAXIMUM EXTENT POSSIBLE BY LAW.\n\n6.4 Without limiting the express warranties set forth in this Agreement, eGain does not warrant that the Software, the eGain System or the Hosting Services will meet Customer's requirements (except as provided in Section 6.1) or that Customer's access to and use of the Software, the eGain System or the Hosting Services will be uninterrupted or free of errors or omissions. eGain cannot and does not guarantee the privacy, security, authenticity and non-corruption of any information transmitted through, or stored in any system connected to, the Internet. eGain will use commercially reasonable efforts to adequately maintain, and upgrade as necessary, the eGain System to provide the Hosting Services to its customers. However, except as expressly set forth herein, eGain shall not be responsible for any delays, errors, failures to perform, or disruptions in the Hosting Services caused by or resulting from any act, omission or condition beyond eGain's reasonable control.\n\n7. Limitation of liability. EXCLUDING LIABILITY FOR INFRINGEMENT CLAIMS AS DISCUSSED IN SECTION 9 OF THIS AGREEMENT, IN NO EVENT SHALL eGAIN BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF eGAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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.\n\n\n\n\n\n8. Confidential Information. Each party agrees to keep confidential and to use only for purposes of performing (or as otherwise permitted under) this Agreement, any proprietary or confidential information of the other party disclosed pursuant to this Agreement which is marked as confidential or which would reasonably be considered of a confidential nature. The obligation of confidentiality shall not apply to information which is publicly available through authorized disclosure, is known by the receiving party at the time of disclosure as evidenced in writing, is rightfully obtained from a third party who has the right to disclose it, or which is required by law, government order or request to be disclosed. Upon any termination of this Agreement, each party shall return to the other party all confidential information of the other party, and all copies thereof, in the possession, custody or control of the party unless otherwise expressly provided in this Agreement.\n\n9. Indemnification. Subject to the limitations set forth in this Section 9, eGain will defend any third-party suit or action against Customer to the extent such suit or action is based on a claim that the Software or the eGain System infringes any valid United States patent, copyright, trade secret or other proprietary right, and eGain will pay those damages and costs finally awarded against Customer in any monetary settlement of such suit or action which are specifically attributable to such claim. These obligations do not include any claims to the extent they are based on use of the Software or eGain System in violation of this Agreement or in combination with any other software or hardware, or any modification to the Software or eGain System pursuant to Customer's specifications. If any portion of the Software or eGain System becomes, or in eGain's opinion is likely to become, the subject of a claim of infringement, then eGain may, at its option and expense, (a) procure for Customer the right to continue using such Software or the eGain System, or (b) replace or modify the Software or the eGain System so that it becomes non-infringing. The indemnity obligations set forth in this Section 9 are contingent upon: (i) Customer giving prompt written notice to the eGain of any such claim(s); (ii) eGain having sole control of the defense or settlement of the claim; and (iii) at eGain's request and expense, Customer cooperating in the investigation and defense of such claim(s). THE FOREGOING STATES eGAIN'S ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS.\n\n10. Term and Termination.\n\n10.1 Term and Termination. 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. In addition, either party may terminate this Agreement by giving to the other party written notice\n\neGAIN COMMUNICATIONS CORPORATION\n\nHOSTING AGREEMENT\n\nof such termination upon the other party's material breach of any material term (subject to the other party's right to cure within thirty (30) days after receipt of such notice), the other party's insolvency, or the institution of any bankruptcy or similar proceedings by or against the other party.\n\n10.2 Effect of Termination. Upon any termination of this Agreement, eGain shall immediately cease providing all Hosting Services, and Customer shall no longer have access to the Software or the eGain System. 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). eGain shall be entitled to retain a copy (whether electronic or otherwise) of the Online Messages and the Reports for its records and internal purposes and shall not disclose such Online Messages or Reports to any third party except as permitted under Section 4. Within fifteen (15) days of any termination of this Agreement, Customer shall pay to eGain all unpaid fees accrued prior to termination. Sections 4, 5 (as to amounts accrued but unpaid), 7, 8, 10.2 and 12 and Exhibit A (as to amounts accrued but unpaid) shall survive any expiration or termination of this Agreement.\n\n11. Customer References. Customer agrees that, during the term of this Agreement, eGain may reference Customer in eGain's customer listings and may place Customer's name and logo on eGain's Web site and in collateral marketing materials relating to eGain's products and services. 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. With these limited exceptions, eGain agrees that it may not use Customer's name, logo or any other trademarks (including in any press releases, customer \"case studies,\" and the like) without Customer's prior consent.\n\n12. Miscellaneous. This Agreement, including Exhibit A and any other exhibits hereto, constitutes the entire agreement of the parties, and supersedes any prior or contemporaneous agreements between the parties, with respect to the subject of this Agreement. Except as otherwise expressly provided herein, this Agreement may be modified only by a writing signed by an authorized representative of each party. 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. Notices under this Agreement shall be in writing, addressed to the party at its last-provided address, and shall be deemed given when delivered personally, or by e-mail (with confirmation of receipt) or conventional mail (registered or certified, postage prepaid with return receipt requested). Nothing contained in this Agreement is intended or is to be construed to constitute eGain and Customer as partners or joint venturers or\n\n\n\n\n\neither party as an agent of the other. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, all remaining provisions shall continue in full force and effect. All waivers of any rights or breach hereunder must be in writing to be effective, and no failure to enforce any right or provision shall be deemed to be a waiver of the same or other right or provision on that or any other occasion. Neither party may assign or otherwise transfer its rights and/or obligations under this Agreement without the prior written consent of the other party. 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. This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns.\n\nEach party agrees to the terms and conditions contained in this Agreement.\n\nCustomer: Eliance Corporation\n\nName:/s/                                 Title:                              ___________________________               _________\n\nSignature:______________________         Date:__________\n\neGain Communications Corporation:\n\nName:/s/                                 Title:                              ___________________________               _________\n\nSignature:______________________         Date:__________"}]}, {"title": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "AMENDMENT NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT", "answer_start": 372}], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Fleet", "answer_start": 855}, {"text": "Fleet Laboratories Limited", "answer_start": 855}, {"text": "Columbia", "answer_start": 642}, {"text": "Columbia Laboratories, (Bermuda) Ltd.", "answer_start": 642}], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "2018", "answer_start": 1081}], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "2018", "answer_start": 1081}], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 31562}], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 43626}], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [{"text": "(ii) a Change of Control Event with respect to Fleet occurs;", "answer_start": 32693}, {"text": "Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:", "answer_start": 32084}], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 36964}, {"text": "Notwithstanding the foregoing, it shall not be deemed unreasonable for Columbia to withhold consent, to any proposed or attempted assignment (including by merger or sale) by Fleet to a party which is not an Affiliate, if Columbia is not reasonably satisfied that the assignee possesses the management, finances, personnel, capabilities and facilities to perform fully the obligations of Fleet hereunder.", "answer_start": 37756}], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "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\n[***] [***] [***] [***] [***] [***]\n\nN u m b e r  o f batches", "answer_start": 13919}, {"text": "The amounts set forth for the [***] in each Production Schedule shall constitute a firm purchase order and shall be binding upon Columbia (each a \"Purchase Order\") unless otherwise agreed in writing by both parties.", "answer_start": 12940}], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].", "answer_start": 31789}], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 16363}, {"text": "Columbia QA, any other person appointed by Columbia, Columbia's customer, and/or any Regulatory Authority may conduct inspections and audits of Fleet's manufacturing facility, Columbia Equipment, quality control laboratories, and other quality systems relating to the manufacture and storage of the Product according to Columbia's reasonable procedures upon reasonable prior written notice, during normal business hours, provided, however, that Columbia QA, any other person appointed by Columbia and/or any Regulatory Authority may conduct a \"For Cause\" audit during normal business hours upon three (3) business days prior written notice to Fleet.", "answer_start": 15584}, {"text": "Any such audit undertaken by Columbia QA or any other person appointed by Columbia shall be at Columbia's sole cost and expense.", "answer_start": 16234}], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate.", "answer_start": 22112}, {"text": "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).", "answer_start": 22747}], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.1 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. AMENDMENT NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT THIS AMENDMENT NO. 2 (this \"Amendment\") to the Manufacturing and Supply Agreement dated as of 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 (the \"Effective Date\"). WHEREAS, Columbia and Fleet entered into the Existing Agreement pursuant to which Fleet has agreed to manufacture and supply to Columbia, and Columbia has agreed to purchase, certain Products; and WHEREAS, Columbia and Fleet wish to amend the Existing Agreement in accordance with the terms of this Amendment. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Columbia and Fleet agree as follows: General Capitalised terms used but not defined in this Amendment shall have the same meanings ascribed to such terms in the Existing Agreement. The following amendments to the Existing Agreement shall have effect on and from the Effective Date.\n\n1. The following definitions shall be added to Section 1 of the Existing Agreement:\n\n\"\"Ares Agreement\" means the supply agreement entered into between Columbia and Ares Trading S.A. (a subsidiary of Merck Serono S.A.) dated 7 January 2018.\"\n\n\"GDP\" means the EU guidelines for current Good Distribution Practice guidelines 2013/C 343/01 as amended.\"\n\n2. The definition of \"batch\" in Section 1 of the Existing Agreement shall be deleted in its entirety and replaced with the following:\n\n\"\"Batch\" means a quantity of [***] kilograms of material (or such other quantity as the Parties may agree in writing from time to time) produced in a process or series of processes that is expected to be homogeneous within specified limits.\"\n\n3. The following shall be added to Section 2.1 of the Existing Agreement (Regulatory Requirements) as a new Section 2.1 (d):\n\n\"2.1 (d) Subject to the prior written consent of Columbia (such consent not to be unreasonably withheld, delayed or conditioned), Fleet may subcontract all or part of the activities to be performed by it under this Agreement to any subcontractor provided that the subcontracting of any activities shall not relieve Fleet of, and Fleet shall remain solely liable for, its obligations under this Agreement. Columbia may subcontract all or any part of the activities performed by it under this Agreement to any subcontractor without the consent of Fleet.\"\n\n1\n\n\n\n\n\nCERTAIN 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. 4. The following new Sections 2.2 (b), 2.2 (c) and 2.2 (d) shall be added to Section 2.2 of the Existing Agreement (Regulatory Requirements):\n\n\"2.2 (b) Compliance with Brazilian Regulatory Authorities Regulations. Fleet hereby warrants that the facilities where the Product is manufactured complies in full with the relevant standards stipulated by the Brazil National Health Surveillance Agency (\"ANVISA\") and undertakes to ensure the facilities will continue to do so throughout the Term.\n\n2.2 (c) Compliance with Regulatory Approvals. To the extent required for regulatory purposes, Fleet grants to Columbia the right to refer to, and to grant any purchasers of Columbia's products containing the Product the right to refer to Fleet's batch manufacturing records relating to the Product. Fleet undertakes to notify Columbia and to provide Columbia with specific details of any changes to be made to the batch manufacturing records and any other filings made by Fleet with the Regulatory Authorities to the extent that they relate to the Product.\n\n2.2 (d) Material Change in Manufacturing Process. Fleet shall provide reasonable notice to Columbia and shall consult with Columbia before Fleet makes any material change in any manufacturing process for the Product.\"\n\n5. Section 2.3 (c) of the Existing Agreement (Raw Materials) shall be deleted and replaced by the following:\n\n2.3 (c) Raw Materials. Fleet shall be responsible for ordering [***] Raw Materials other than [***] and the [***] (which shall be provided by Columbia), as required to support Fleet's obligations under this Agreement. All right, title and interest in and to the Raw Materials provided by Columbia (including but not limited to the [***] and the [***]) shall remain with Columbia at all times. Fleet shall ensure that all Raw Materials are released for use at least [***] prior to their use in manufacturing the Product. Fleet shall maintain sufficient stocks of Raw Materials to meet its manufacturing and supply obligations to, and as set out in any Production Schedule by, Columbia; provided however that Fleet shall have a retest date in accordance with the relevant supplier's written instructions (or where none, Fleet's SOPs, which Fleet shall provide to Columbia upon request) for Raw Materials. Raw Materials shall not be used beyond their expiration date as provided by the Raw Materials supplier.\n\n(i) [***] costs of Raw Materials shall be included in the Purchase Price. Fleet shall be responsible for [***] of Raw Materials hereunder which Fleet supplies. For the avoidance of doubt, Columbia shall be responsible for all such costs only in respect of [***] and [***] provided by Columbia to Fleet. Fleet shall not use any Raw Materials purchased directly by Columbia except for the manufacture of Product hereunder. Columbia will be responsible for all retesting costs associated with the Raw Materials supplied by Columbia.\n\n(ii) 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.\n\n2\n\n\n\n\n\nCERTAIN 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. 6. A new Section 2.3 (n) shall be inserted into the Existing Agreement as follows:\n\n\"2.3 (n) KPIs. As soon as practicable following the Effective Date the Parties shall agree in good faith key performance indicators the Supplier will agree to achieve when supplying the Products and such key performance indicators will be set out in an amendment agreed by the Parties to this Agreement.\"\n\n7. A new Section 3A shall be inserted into the Existing Agreement as follows:\n\n\"3A Machinery and Equipment\n\n3A.1 Columbia has provided Fleet with the machinery, equipment and materials listed in Exhibit B, which Fleet uses to manufacture Products (\"Columbia Equipment\"). Any additional machinery, equipment and materials provided by Columbia to Fleet during the Term shall be Columbia Equipment unless otherwise agreed in writing by both Parties. During the Term, Columbia shall review and update Exhibit B in December of each year to include any additional machinery, equipment and materials provided to Fleet.\n\n3A.2 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. 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. No item of Columbia Equipment may be moved from Fleet's premises without the prior written consent of Columbia.\n\n3A.3 Fleet shall not use the Columbia Equipment for any purpose other than supplying Columbia with the Product in accordance with the terms of this Agreement without Columbia's prior written consent.\n\n3A.4 Fleet will at all times ensure that the Columbia Equipment meets and is operated and maintained in accordance with Applicable Laws and cGMP and GDP.\n\n3A.5 Fleet shall maintain the Columbia Equipment, the reasonable costs of which shall be agreed by the Parties (acting reasonably) and paid by Columbia, and:\n\n(a) maintenance shall be carried out to at least the standards adopted in respect of Fleet's other machinery and equipment used by it at its premises and Fleet shall not prioritize the maintenance of its own equipment above that of the Columbia Equipment;\n\n(b) Fleet shall at all times ensure that it has sufficient trained and competent maintenance personnel available for such maintenance;\n\n(c) during the Term, on or before 1 January of each year, Fleet shall prepare and deliver to Columbia:\n\n(i) a maintenance plan setting out the maintenance activities to be performed by Fleet in respect of the Columbia Equipment for the following year; and\n\n3\n\n\n\n\n\nCERTAIN 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 maintenance report confirming that each of the maintenance activities set out in the previous year's maintenance plan have been carried out;\n\n(d) Columbia shall have the right to request a maintenance report in respect of any of the Columbia Equipment at any time during the Term which Fleet shall provide to Columbia within twenty-eight (28) days;\n\n(e) Fleet shall inform Columbia of the need for any overhauls, replacements and repairs and shall perform all such overhauls, replacements and repairs as reasonably instructed by Columbia (the reasonable agreed costs of which shall be borne by Columbia); and\n\n(f) if an overhaul of the Columbia Equipment is required, Fleet shall provide reasonable notice to Columbia and shall manufacture adequate stocks of Product in advance to ensure continuity of supply in accordance with orders placed by Columbia pursuant to the terms of this Agreement.\n\n3A.6 Fleet shall keep the Columbia Equipment safe and in good working order and shall take all reasonable steps to ensure that the Columbia Equipment does not become contaminated or corroded.\n\n3A.7 Fleet shall mark each individual unit of the Columbia Equipment in a conspicuous manner to indicate that such machinery and equipment is owned by Columbia.\n\n3A.8 Fleet shall keep the Columbia Equipment free and clear of any lien, charge or encumbrance and Fleet shall obtain and deliver to Columbia a waiver of any of the foregoing in a form reasonably acceptable to Columbia.\n\n3A.9 Columbia shall not be liable for any loss or damage due to the negligence or wilful misconduct of Fleet, its Affiliates, employees, contractors or representatives. In the event of any loss or damage of any item of the Columbia Equipment due to the negligence or wilful misconduct (including negligence or intentional misconduct in relation to the operation, inspection or maintenance of the Columbia Equipment) of Fleet, its Affiliates, employees, contractors or representatives, Fleet shall repair or replace such items of Columbia Equipment, at Fleet's sole cost and expense, promptly taking into account the quantities of stock held by Fleet at the time of such loss or damage.\"\n\n8. Section 3.1 of the Existing Agreement (Production Schedules) shall be deleted and replaced by the following:\n\n\"3.1 Production Forecasts\n\n(a) Production Schedule. Each [***], before the [***], during the Term Columbia shall prepare and provide Fleet with a written Production Schedule of its requirements for Product (each, a \"Production Schedule\") for the following [***]. The amounts set forth for the [***] in each Production Schedule shall constitute a firm purchase order and shall be binding upon Columbia (each a \"Purchase Order\") unless otherwise agreed in writing by both parties. The amounts set forth for the following [***] shall constitute Columbia's non-binding, good faith estimate of the Product requirements of Columbia for such periods. Fleet shall manufacture, supply and deliver to\n\n4\n\n\n\n\n\nCERTAIN 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. Columbia all quantities of Product as Columbia orders in accordance with this Section 3.1. All right, title and interest in and to the Product shall remain with Columbia at all times. 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\n[***] [***] [***] [***] [***] [***]\n\nN u m b e r  o f batches [***] [***] [***] [***] [***] [***]\n\n(b) Non-Active Product Orders. From time to time during the Term, Columbia may provide Fleet with a purchase order for a batch of Product that does not contain any active pharmaceutical ingredient provided that such purchase order is received at least ninety (90) days prior to the required delivery date. The batch size for any Product ordered pursuant to this Section 3.1 (b) shall be set out in the relevant purchase order. All provisions of this Agreement that relate to Products shall apply equally to any Products that do not contain any active pharmaceutical ingredient.\"\n\n9. Section 3.3 (a) of the Existing Agreement (Delivery) shall be deleted and replaced by the following:\n\n\"3.3 (a) Delivery. All Product supplied under this Agreement shall be delivered EXW Fleet's Watford, UK facility. All risk of loss in the Product shall pass to Columbia upon receipt of the Product at Fleet's facility by the carrier designated by Columbia. The weights, tariffs and tests affixed by Fleet's invoice shall govern unless established to be incorrect. Claims relating to quantity, weight and loss or damage to any Product sold under this Agreement shall be waived by Columbia unless made within [***] of receipt of Product by Columbia.\"\n\n10. Section 4.1 of the Existing Agreement (Audits) shall be deleted and replaced by the following:\n\n\"4.1  Audits. Columbia QA, any other person appointed by Columbia, Columbia's customer, and/or any Regulatory Authority may conduct inspections and audits of Fleet's manufacturing facility, Columbia Equipment, quality control laboratories, and other quality systems relating to the manufacture and storage of the Product according to Columbia's reasonable procedures upon reasonable prior written notice, during normal business hours, provided, however, that Columbia QA, any other person appointed by Columbia and/or any Regulatory Authority may conduct a \"For Cause\" audit during normal business hours upon three (3) business days prior written notice to Fleet. Any such audit undertaken by Columbia QA or any other person appointed by Columbia shall be at Columbia's sole cost and expense. 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. Fleet shall promptly notify Columbia of any proposed inspections by any governmental authority of the facilities at which Product is manufactured in sufficient time for Columbia to attend such inspection.\"\n\n11. Sections 5.1 (Price) and 5.2 (Invoicing) of the Existing Agreement shall be deleted and replaced by the following:\n\n5\n\n\n\n\n\nCERTAIN 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. \"5.1 Price. During the Term, the purchase price for each Batch purchased by Columbia from Fleet in any [***] shall be determined in accordance with Part 1 of Exhibit A and the pricing model set out in Part 2 of Exhibit A attached hereto, as may be amended from time to time in accordance with the provisions of this Section 5.1. The Parties shall agree the applicable purchase price for each [***] in accordance with Part 1 of Exhibit A (as may be amended from time to time in accordance with this Section 5.1) and the production forecasts received by Fleet pursuant to Section 3.1. [***]. Any adjustments as set out in paragraphs (a), (b) and (c) below and any consequent adjustments to the volume discount model set out in Part 1 of Exhibit A and/or the pricing model set out in Part 2 of Exhibit A shall be agreed in writing by both Parties and shall take effect from 1 January the following calendar year. Exhibit A may be amended by the mutual written agreement of both parties as follows:\n\n(a) the [***] of Exhibit A shall only be amended to reflect the change in rate of the Consumer Price Index as published by the UK Office of National Statistics all item data series D7BT (the \"CPI\"). 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, [***].\n\n(b) the [***] of Exhibit A shall only be amended to reflect [***] of the change in rate of the CPI. 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, i.e. by [***].\n\n(c) the [***] of Exhibit A shall only be amended to reflect any [***] changes to the cost of any of the [***] set out in Part 4 of Exhibit A. If at any other time during a calendar year the [***] when compared with [***], Fleet shall have the right to amend the [***] for any future invoices by providing Columbia with at least three (3) months' prior written notice.\n\nExcept as otherwise set out in Section 5.1 (c), the first period during which any adjustment set out in Section 5.1 (a), (b) or (c) above will be calculated shall be [***], with the adjusted costs to be applied to the pricing model in Exhibit A for the calendar year commencing [***]. Fleet shall provide Columbia with access to all books and records necessary to verify any changes to the purchase price.\n\n5.2 Invoicing. Upon delivery of Product to Columbia, Fleet shall submit invoices therefor to Columbia. Columbia shall pay each invoice in full within [***] after the date of receipt by Columbia of such invoice, which shall be issued no earlier than the date on which the Product is delivered to the carrier by Fleet. All payments shall be made in pounds sterling. In the event that any actual volume of Product purchased by Juniper in any calendar year means that a different purchase price should have applied to such volume of Product purchased in that calendar year (as calculated in accordance with the pricing model set out in Exhibit A), Fleet shall notify Juniper in writing of such pricing differential and shall apply a proportionate credit or debit (as applicable) to any invoices raised for the subsequent calendar year. Upon the expiration or earlier termination of this Agreement,\n\n6\n\n\n\n\n\nCERTAIN 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. Fleet shall determine the applicable purchase price for that calendar year and shall notify Juniper in writing of any underpayment or overpayment within [***] of expiration or termination (as applicable). In the event of any underpayment by Juniper, Juniper shall pay to Fleet an amount equal to the amount of any such underpayment within [***] of receipt by Juniper of such written notice. In the event of any overpayment by Juniper, Fleet shall pay to Juniper an amount equal to the amount of any overpayment within [***] of receipt by Juniper of such written notice. Fleet shall provide Columbia with access to all books and records necessary to verify any changes to the purchase price and any underpayment or overpayment.\"\n\n12. Section 8 of the Existing Agreement (Insurance) shall be deleted and replaced by the following:\n\n\"Fleet and Columbia shall maintain comprehensive general liability insurance, including product liability insurance against claims regarding the manufacture of Product under this Agreement and sufficient cover to meet its liabilities under this Agreement in respect of the Columbia Equipment, with insurers having an AM Best rating within the top 2 categories at the time (at the date of this Agreement known as \"superior\" or \"excellent\") or reasonably comparable coverage, in such amounts as it customarily maintains for similar products and activities, but in no event less than [***] per individual claim and [***] in the aggregate. 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).\"\n\n13. Section 10.1 (a) of the Existing Agreement (Fleet's Indemnity Obligations) shall be deleted and replaced by the following:\n\n\"10.1(a) Fleet's Indemnity Obligations. Fleet shall defend, indemnify and hold harmless Columbia, its Affiliates and their respective successors and permitted assigns (and the respective officers, directors, stockholders, partners and employees of each) from and against any and all losses liabilities, claims, actions, proceedings, damages and expenses (including, without limitation, reasonable attorneys' and professional fees and disbursements and expenses of litigation, arbitration or investigation) (\"Damages\") relating to or arising from (i) any breach by Fleet or its Affiliates of its representations, warranties, covenants, agreements or obligations under this Agreement, including without limitation, the failure of Fleet to timely deliver all Product ordered or the failure of the Product to meet the Fleet Warranty and/or Product Specifications or the failure of Fleet to manufacture or warehouse the Product in accordance with the Product Specifications and Applicable Law (including those relating to cGMP); and (ii) any claims of infringement or misappropriation with respect to the manufacture of the Product, except to the extent such claim of infringement relates to the use of the Intellectual Property; and (iii) any personal injury or property damage to the extent that the injury or damage is the direct result of a failure by Fleet or its Affiliates or subcontractors to manufacture, package, or label the Product in accordance with the Specifications, GMP or Applicable Law.\"\n\n14. Section 10.1 (b) of the Existing Agreement (Columbia's Indemnity Obligations) shall be deleted and replaced by the following:\n\n\"10.1 (b) Columbia's Indemnity Obligations. Columbia shall defend, indemnify and hold harmless Fleet and its Affiliates, and their respective successors and permitted assigns (and the respective officers, directors,\n\n7\n\n\n\n\n\nCERTAIN 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. stockholders, partners and employees of each) from and against any and all Damages arising out of (i) the handling, possession, use, marketing, distribution or sale of any Product and finished pharmaceutical product containing a Product by Columbia or any of its distributors or agents after Fleet's delivery of the Product to Columbia (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct); (ii) product liability claims, including, wrongful death, resulting from the use of a finished pharmaceutical product containing a Product (except to the extent such claims arise out of the circumstances described in Section 10.1(a) or Fleet's negligence or wilful misconduct); (iii) any breach by Columbia of its representations, warranties, covenants, agreements or obligations under this Agreement (except to the extent any such breach is due to the negligence, breach or wilful misconduct of Fleet); and (iv) any claims of infringement or misappropriation relating to the Intellectual Property.\"\n\n15. Sections 11.1 to 11.3 of the Existing Agreement (Confidentiality and Public Disclosure) shall be deleted and replaced by the following:\n\n\"11.1 Confidentiality. Each party will treat as confidential the Confidential Information of the other party and will take all necessary precautions to assure the confidentiality of such Confidential Information. Each party agrees to return to the other party upon the expiration or termination of this Agreement all Confidential Information acquired from such other party, except as to such information it may be required to retain under Applicable Law, and except for one copy of such information to be retained by such party's legal counsel. Neither party shall, during the period of this Agreement nor for five (5) years thereafter, without the other party's express prior written consent, other than as provided under this Agreement, use or disclose any such Confidential Information for any purpose other than to carry out its obligations hereunder. Each Party shall guard such Confidential Information using the same degree of care as it normally uses to guard its own confidential, proprietary information of like importance, but in any event no less than reasonable care.\n\n11.2 Permitted Disclosures.  Notw i ths tand ing  the  ob l iga t ions  o f confidentiality and non-use set out in Section 11.1, a Receiving Party may:\n\n(a) disclose Confidential Information to a regulatory authority as reasonably necessary to obtain registration in a particular jurisdiction;\n\n(b) disclose Confidential Information to the extent such disclosure is reasonably necessary to comply with the order of a court or is required to comply with any Applicable Law or other regulation, directive, instruction, direction or rule of any regulatory authority having jurisdiction over any activity under this Agreement, including to the extent such disclosure is required in publicly filed financial statements or other public statements under rules governing a stock exchange on which securities issued by either party may be listed; provided, to the extent possible, such party shall (i) notify the other party of the existence, terms and circumstances surrounding such a requirement; (ii) consult with the other party on the advisability of taking legally available steps to resist or narrow such requirement; (iii) provide the other party with a copy of the proposed text of such statements or disclosure ten (10) business days in advance of the date on which the disclosure is to be made to enable the other party to\n\n8\n\n\n\n\n\nCERTAIN 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. review and provide comments, unless a shorter review time is agreed; and (iv) exercise its commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed;\n\n(c) disclose Confidential Information on a strict need to know basis to such Receiving Party's licensee's, employees, Affiliates, contractors (including clinical researchers), distributors, agents and consultants as such Receiving Party reasonably determines is necessary to receive the benefit of the licenses and rights granted or available to it under this Agreement or to fulfil its obligations pursuant to this Agreement; provided, however, any such person is bound in writing to observe confidentiality provisions at least as strict as those of this Agreement;\n\n(d) disclose Confidential Information: (i) to its actual or potential investment bankers; (ii) to existing and potential investors in connection with an offering or placement of securities for purposes of obtaining financing for its business and to actual and prospective lenders for the purpose of obtaining financing for its business; and (iii) to a bona fide potential acquirer or merger partner for the purposes of evaluating entering into a merger or acquisition, provided, however, any such persons must be obligated to substantially the same extent as set forth in Section 11.1 to hold in confidence and not make use of such Confidential Information for any purpose other than those permitted by this Agreement; and\n\n(e) disclose Confidential Information to its legal advisers for the purpose of seeking advice.\n\n11.3 Public Announcements. Except for such disclosure as is permitted under Section 11.2 or as required by Applicable Law or the requirements of a national securities exchange or another similar regulatory body, no announcement, news release, public statement, publication, or presentation relating to this Agreement, the subject matter hereof or either party's performance hereunder will be made without the other party's prior written approval.\n\n16. Section 12.1 of the Existing Agreement (Term) shall be deleted and replaced by the following:\n\n\"12.1 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. Upon termination of this Agreement, Fleet agrees to perform its obligations under this Agreement until the earlier of [***].\"\n\n17. Section 12.2 (b) of the Existing Agreement, regarding termination of the Existing Agreement by Columbia, shall be deleted and replaced by the following:\n\n\"12.2 (b) Columbia shall have the right to terminate this Agreement upon [***] notice to Fleet in the event:\n\n(i) Fleet fails to maintain its authorizations under Applicable law to manufacture the product, including without limitation those from MHRA;\n\n9\n\n\n\n\n\nCERTAIN 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;\n\n(iii) Fleet cannot supply product at a Competitive Price; or\n\n(iv) the Ares Agreement is terminated.\"\n\n18. Section 12.3 (b) of the Existing Agreement (Effect of Expiration and Termination) shall be deleted and replaced by the following:\n\n\"12.3 (b) Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination. The provisions of Sections 1 (Definitions), 3A.2, 3A.3 and 3A.8 (Machinery and Equipment), 4.1 (Audits), 5.2 (Invoicing), 7 (Representations and Warranties), 8 (Insurance), 9 (Adverse Events; Recalls), 10 (Indemnification; Limitation of Liability), 11.1 (Confidentiality and Public Disclosure), 12 (Term and Termination) and 13 (General Provisions) shall survive any expiration or termination of this Agreement.\"\n\n19. Section 12.3 (c) of the Existing Agreement (Effect of Expiration and Termination) shall be deleted and replaced by the following:\n\n\"12.3 (c) If Columbia terminates this Agreement under Section 12.2 (b)(ii) or (iii), Columbia shall reimburse Fleet for [***] purchased by Fleet under this Agreement in the period of [***] prior to the date of termination that are only used by Fleet in the manufacture of the Products.\"\n\n20. The following new Sections 12.3 (d) and 12.3 (e) shall be added to Section 12.3 of the Existing Agreement (Effect of Expiration and Termination):\n\n\"12.3 (d) If Columbia terminates this Agreement under Section 12.2 (a)(i) in the case of Fleet's breach of this Agreement, under Section 12.2 (a)(ii) in the case of Fleet's insolvency or other financial difficulty under that section, or under Section 12.2 (b) or 12.2 (c), subject to the reimbursement of Fleet's reasonable costs and expenses, Fleet shall provide such assistance as Columbia may reasonably request to Columbia and, if relevant, any third party supplier, to ensure that Columbia (or any of its Affiliates) and, if relevant, any third party supplier has sufficient access to Fleet's facilities and equipment, and to the Columbia Equipment, in order to continue to manufacture the Product. Fleet shall continue to supply the Product under the then current terms and conditions of this Agreement for as long as is necessary to enable the transfer of the manufacture of the Product to Columbia or a third party supplier in accordance with Section 12.3 (e).\n\n12.3 (e) Fleet shall provide such assistance as Columbia may reasonably request to ensure the orderly transfer of the manufacture of the Product to any alternative manufacturer. If requested by Columbia, Fleet shall transfer to Columbia or the alternative manufacturer all technology and know-how necessary or useful to give Columbia or the alternative manufacturer the capability of manufacturing the Product. Fleet shall communicate such technology to Columbia or the alternative manufacturer promptly, effectively and economically, so that Columbia or the alternative manufacturer can undertake the manufacture of the Product and continue the sale of the Product without interruption. Columbia undertakes to reimburse Fleet for its reasonable costs of providing such assistance and to pay to Fleet an amount for all inventory of Raw Materials and work in progress of Products and part completed Products used to provide such assistance.\"\n\n10\n\n\n\n\n\nCERTAIN 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. 21. Section 13.1 of the Existing Agreement (Notices) shall be amended such that any notice sent to Columbia under this Agreement shall not be copied to Columbia Laboratories, Inc. at 4 Liberty Square Fourth Floor, Boston, MA 02109 but shall instead be copied to the following address:\n\n\"Juniper Pharmaceuticals UK Limited 8 Orchard Place Nottingham Business Park Nottingham, England NG8 6PX\n\nAttention: Chief Operating Officer\"\n\n22. Section 13.2 of the Existing Agreement (Assignment) shall be deleted and replaced by the following:\n\n\"13.2 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. Notwithstanding the foregoing, it shall not be deemed unreasonable for Columbia to withhold consent, to any proposed or attempted assignment (including by merger or sale) by Fleet to a party which is not an Affiliate, if Columbia is not reasonably satisfied that the assignee possesses the management, finances, personnel, capabilities and facilities to perform fully the obligations of Fleet hereunder. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.\"\n\n23. Section 13.12 of the Existing Agreement (Technical Agreement) shall be deleted and replaced by the following:\n\n\"13.12 Technical Agreement. Columbia and Fleet are parties to a certain technical agreement dated 18 March 2015 (as such agreement may be amended in accordance with its terms from time to time) (the \"Technical Agreement\"), the terms of which outline the responsibilities of Columbia and Fleet with respect to assuring the quality of the Product. Columbia and Fleet acknowledge and agree that in the event the terms of this Agreement and the Technical Agreement conflict or are inconsistent, the terms of this Agreement shall prevail over the terms of the Technical Agreement; provided however, that to the extent possible, the terms of both the Technical Agreement and this Agreement shall be read and considered to effect the intent of the parties.\"\n\n24. The following new Section 13.13 shall be added to Section 13 of the Existing Agreement (General Provisions):\n\n\"13.13 Anti-Bribery.\n\n(a) The parties agree:\n\n11\n\n\n\n\n\nCERTAIN 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. (i) to comply with all Applicable Law, statutes and regulations relating to anti- bribery and anti-corruption including but not limited to the U.S. Foreign Corrupt Practices Act, US government health care compliance (HCC) policies, regulations and laws, US Export Administration Act of 1979 (50 App. U.S.C. \u00a72401 et. seq.) and the UK Bribery Act, as amended, and the regulations promulgated thereunder and any applicable similar laws and regulations in any other country) (collectively, the \"Relevant Laws\");\n\n(ii) to have and maintain in place throughout the term of this Agreement their own policies and procedures to ensure compliance with the Relevant Laws and will appropriately enforce those policies and procedures; and\n\n(iii) that no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to a public or private official intending to influence or induce an official act or decision or to obtain an improper advantage.\n\n(b) A material breach of this Section 13.13 shall be deemed a material breach of this Agreement. In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.\n\n(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.\"\n\n25. All other terms and conditions of the Existing Agreement remain in full force and effect. Except as expressly provided in this Amendment, the Existing Agreement shall remain unmodified and is hereby ratified and affirmed. The execution, delivery, and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of Columbia or Fleet under the Existing Agreement.\n\n26. This Amendment, together with the Existing Agreement, sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and thereof and merges all prior discussions and negotiations between them, and neither of the parties shall be bound by any conditions, definitions, warranties, understandings or representations with respect to such subject matter other than as expressly provided herein and therein or as duly set forth on or subsequent to the date hereof in writing and signed by a proper and duly authorized officer or representative of the Party to be bound thereby. 27. This Amendment may be signed in counterparts, each and every one of which shall be deemed an original, notwithstanding variations in format or file designation which may result from the electronic transmission, storage and printing of copies of this Amendment from separate computers or printers. Executed signature pages to this Amendment may be\n\n12\n\n\n\n\n\nCERTAIN 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. delivered by facsimile or a portable document format (PDF) copy (including copy(ies) sent by e-mail) and all such shall be deemed as if actual signature pages had been delivered. 28. 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. Each Party irrevocably agrees that the English courts shall have sole and exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Amendment or its subject matter or formation.\n\nIN WITNESS WHEREOF, the parties have duly executed this Amendment as of the Effective Date.\n\nCOLUMBIA LABORATORIES (BERMUDA), LTD. By: /s/ Alicia Secor ____________________________ Name: Alicia Secor_______________________________ Title: Chief Executive Officer_______________________ FLEET LABORATORIES LIMITED By: /s/ Tom Horner______________________________________ Name: Tom Horner_________________________________________ Title: Managing Director____________________________________\n\n13\n\n\n\n\n\nCERTAIN 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. Exhibit A Part 1 - Volume adjusted purchase price [***]\n\n14\n\n\n\n\n\nCERTAIN 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. Part 2 - Pricing Model [***]\n\n15\n\n\n\n\n\nCERTAIN 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. Exhibit B Columbia Equipment [***]\n\n16"}]}, {"title": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "SPONSORSHIP AGREEMENT", "answer_start": 371}], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Excite", "answer_start": 512}, {"text": "N2K Inc.", "answer_start": 624}, {"text": "Excite, Inc.", "answer_start": 512}, {"text": "Sponsor", "answer_start": 730}], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "23rd day of September, 1997", "answer_start": 449}], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "23rd day of September, 1997", "answer_start": 449}], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "The term of this Agreement will begin on the Effective Date and                  will end on the second (2nd) anniversary of the Commencement                  Date.", "answer_start": 4775}], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "This Agreement will be governed by and                   construed in accordance with the laws of the State of New York", "answer_start": 44752}], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [{"text": "Sponsor will be the exclusive retail music store sponsor of                   the Excite Site and the Excite Broadcast Pages.", "answer_start": 2222}, {"text": "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.", "answer_start": 4377}, {"text": "Excite will                   not permit the display of advertising banners, promotional                   buttons, promotional links or other promotional materials for                   any retail sale of Music Products on the Excite Site, except                   those Music Products offered by Sponsor, nor advertising by                   any other Retail Music Store.", "answer_start": 2348}], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [{"text": "Notwithstanding the foregoing, Excite may make available                  opportunities on the Excite Site to purchase Music Products                  from parties other than Sponsor if such Music Products are not                  available from Sponsor so long as, prior to entering into                  arrangements to make available opportunities to purchase Music                  Products from parties other than Sponsor, Excite notifies                  Sponsor of its interest in the Music Products and gives Sponsor                  thirty (30) days to make the desired Music Products available                  through the Sponsor Site.", "answer_start": 3413}], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": false}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [{"text": "Excite will                   negotiate exclusively with Sponsor for the next [****] in good                   faith effort to negotiate and execute a written sponsorship                   renewal agreement.", "answer_start": 6660}, {"text": "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.", "answer_start": 6085}, {"text": "If, [****] prior to the expiration of the                   term of the Agreement, the parties have not entered into a                   written sponsorship renewal agreement. Excite may enter into                   negotiations with any third party with respect to retail music                   store sponsorships of the Excite Site.", "answer_start": 6868}, {"text": "Although                   Excite will not be required to disclose any information in                   violation of any nondisclosure agreement between Excite and                   any third party, the notice will include information                   sufficient to permit Sponsor to evaluate the requirements for                   meeting the competing offer for retail music store sponsorship                   of the Excite Site and to formulate a meaningful response.", "answer_start": 7580}, {"text": "In the event that Excite intends to enter into an                   agreement with a third party with respect to retail music                   store sponsorships of the Excite Site before the expiration of                   the term of the Agreement, Excite will deliver to Sponsor a                   written notice describing the relevant opportunity.", "answer_start": 7225}, {"text": "Sponsor will have [****] after receipt of such written notice                   to provide notice to Excite that it is prepared to enter into                   an agreement with Excite on the same terms and conditions as                   Excite proposes to accept from such third party.", "answer_start": 8071}, {"text": "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.", "answer_start": 8513}, {"text": "Excite will offer Sponsor the right of first refusal to                  negotiate with Excite for renewal of this sponsorship.", "answer_start": 5813}, {"text": "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.", "answer_start": 6384}, {"text": "Notwithstanding the foregoing, Excite may make available                  opportunities on the Excite Site to purchase Music Products                  from parties other than Sponsor if such Music Products are not                  available from Sponsor so long as, prior to entering into                  arrangements to make available opportunities to purchase Music                  Products from parties other than Sponsor, Excite notifies                  Sponsor of its interest in the Music Products and gives Sponsor                  thirty (30) days to make the desired Music Products available                  through the Sponsor Site.", "answer_start": 3413}], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": false}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "Any attempt to assign this                   Agreement other than as permitted above will be null and void.", "answer_start": 44613}, {"text": "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.", "answer_start": 43975}], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "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:\n\n               i)       \"Gross margin\" is defined as [****].\n\n               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\").", "answer_start": 21354}, {"text": "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.                   iv)      If the Total Revenue earned by Sponsor during the                            three-month period does not exceed the Revenue Floor                            applicable to the same three-month period, Sponsor                            will not be obligated to pay Excite any share of the                            gross revenue realized during the three-month period.", "answer_start": 22494}], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "If Excite fails to deliver the guaranteed number of                   Impressions on the Excite Site during the first year, Excite                   will use commercially reasonable efforts to \"make good\" the                   shortfall.", "answer_start": 29248}, {"text": "During the second year of the sponsorship following the first                   anniversary of the Commencement Date, Excite will deliver not                   less than [****] Impressions on the Excite Site.", "answer_start": 11845}, {"text": "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.", "answer_start": 29698}, {"text": "During the first year of the sponsorship following the                   Commencement Date, Excite will deliver not less than                   [****] Impressions on the Excite Site.", "answer_start": 11646}], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [{"text": "Data relating to the use of the Co-Branded Pages will                   be jointly owned and shared by both parties.", "answer_start": 25074}], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": false}, {"answers": [{"text": "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", "answer_start": 26820}, {"text": "Each party hereby grants to the other a non-exclusive, limited                   license to use its trademarks, service marks or trade names                   only as specifically described in this Agreement.", "answer_start": 28455}], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [{"text": "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", "answer_start": 26820}], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": false}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 23933}, {"text": "The fees charged by such Certified Public Accountant in                   connection with the inspection will be paid by Excite unless                   the payments made to Excite are determined to have been less                   than ninety percent (90%) of the payment owed to Excite, in                   which case Sponsor will be responsible for the payment of the                   reasonable fees for such inspection.", "answer_start": 24281}], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 41099}], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 41099}, {"text": "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.", "answer_start": 41471}], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "1                                                                    Exhibit 10.16\n\n                                                                 CONFIDENTIAL Portions of this Exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions, marked by [****], have been separately filed with the Commission.\n\n                           SPONSORSHIP AGREEMENT\n\nThis agreement (\"Agreement\") is entered into as of the 23rd day of September, 1997 (\"Effective Date\"), by and between Excite, Inc., a California corporation, located at 555 Broadway, Redwood City, California 94063 (\"Excite\"), and N2K Inc., a Pennsylvania corporation, located at 55 Broad Street, 26th Floor, New York, New York, 10004 (\"Sponsor\").\n\n                                 RECITALS\n\nA.   Excite maintains a site on the Internet at http://www.excite.com (the      \"Excite Site\") and owns and/or manages related Web Sites worldwide      (collectively, the \"Excite Network\") which, among other things, allow users      to search for and access content and other sites on the Internet.\n\nB.   Excite also maintains and/or manages certain Web pages which may be      delivered to users via email, desktop \"channels\" or Internet \"push\"      technologies (collectively, \"Broadcast Pages\") which may incorporate      content supplied to Excite by third parties for the purpose of providing      value to Excite users and providing access to the content, products and/or      services of such third parties.\n\nC.   Sponsor is in the business of distributing certain online retail music      merchandise and related content and maintains a Web site at      http://www.musicblvd.com (the \"Sponsor Site\") and other Web sites through      which it makes this merchandise and this content available to its users.\n\nD.   Sponsor wishes to be the exclusive retail store music sponsor of the Excite      Site and the Excite Broadcast Pages, to distribute its music-related      content through the Excite Site and the Excite Broadcast Pages and to      promote its online retail music merchandise business to Excite.com users.\n\nTherefore, the parties agree as follows:\n\n1.       EXCLUSIVITY, TERM AND RIGHT OF FIRST REFUSAL\n\n      a)       Sponsor will be the exclusive retail music store sponsor of                   the Excite Site and the Excite Broadcast Pages. Excite will                   not permit the display of advertising banners, promotional                   buttons, promotional links or other promotional materials for                   any retail sale of Music Products on the Excite Site, except                   those Music Products offered by Sponsor, nor advertising by                   any other Retail Music Store. \"Retail Music Store\" shall mean                   any entity which is primarily engaged in the sale of Music                   Products at retail to consumers. \"Music Products\"     2                                                                     CONFIDENTIAL\n\n              shall mean pre-recorded music hard goods, digitally                  distributed music (except live and/or cybercast events), music                  books (to the extent this Agreement does not conflict with                  Excite's existing agreement with Amazon.com), music-related                  t-shirts and apparel, and music videos (except live and/or                  cybercast events).\n\n              Notwithstanding the foregoing, Excite may make available                  opportunities on the Excite Site to purchase Music Products                  from parties other than Sponsor if such Music Products are not                  available from Sponsor so long as, prior to entering into                  arrangements to make available opportunities to purchase Music                  Products from parties other than Sponsor, Excite notifies                  Sponsor of its interest in the Music Products and gives Sponsor                  thirty (30) days to make the desired Music Products available                  through the Sponsor Site. Excite and Sponsor acknowledge that                  certain market opportunities may arise in which the desired                  Music Products must be made available on less than thirty (30)                  days advance notice and will work together in good faith to                  maximize those opportunities. 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.\n\n      b)      The term of this Agreement will begin on the Effective Date and                  will end on the second (2nd) anniversary of the Commencement                  Date. The \"Commencement Date\" means the date on which Excite                  commences delivery of Impressions (defined below). The parties                  anticipate the Commencement Date will be on or about October                  15, 1997.\n\n      c)      The parties' existing agreements regarding sponsorship of the                  WebCrawler Web site (http://webcrawler.com) and all of the                  existing advertising buys on the Excite Network will be                  terminated as of the Commencement Date. Excite will credit                  Sponsor in an amount equal to [****]. This credit will be\n\n\n\n\n\n              applied to reduce the first year exclusivity fee described in                  Section 7(b) and will be reflected in a reduction of Sponsor's                  December 31, 1997 payment to Excite described in Section 7(e).\n\n      d)      Excite will offer Sponsor the right of first refusal to                  negotiate with Excite for renewal of this sponsorship.\n\n                                    2    3                                                                     CONFIDENTIAL\n\n               i) 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.\n\n               ii) 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. Excite will                   negotiate exclusively with Sponsor for the next [****] in good                   faith effort to negotiate and execute a written sponsorship                   renewal agreement. If, [****] prior to the expiration of the                   term of the Agreement, the parties have not entered into a                   written sponsorship renewal agreement. Excite may enter into                   negotiations with any third party with respect to retail music                   store sponsorships of the Excite Site.\n\n               iii) In the event that Excite intends to enter into an                   agreement with a third party with respect to retail music                   store sponsorships of the Excite Site before the expiration of                   the term of the Agreement, Excite will deliver to Sponsor a                   written notice describing the relevant opportunity. Although                   Excite will not be required to disclose any information in                   violation of any nondisclosure agreement between Excite and                   any third party, the notice will include information                   sufficient to permit Sponsor to evaluate the requirements for                   meeting the competing offer for retail music store sponsorship                   of the Excite Site and to formulate a meaningful response.                   Sponsor will have [****] after receipt of such written notice                   to provide notice to Excite that it is prepared to enter into                   an agreement with Excite on the same terms and conditions as                   Excite proposes to accept from such third party. Excite and                   Sponsor will then promptly commence good faith negotiations to                   conclude the agreement.\n\n               iv) 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.\n\n                                    3    4                                                                     CONFIDENTIAL\n\n2.       IMPRESSIONS\n\n      a)       \"Impression\" means any appearance of a link to the Sponsor                   Site whether graphic, text or any combination of graphic and                   text. 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. In all events, Excite will                   make a good faith effort to avoid duplicate Impressions on a                   single page, but in no event will more than one (1)                   Impression for the same artist on a Music Product page count                   towards delivery of guaranteed Impressions. For the purposes                   of this Agreement, \"generic search results page\" is an Excite                   Search results page displayed in response to a query                   concerning generic music topics and a \"specific search results                   page\" is an Excite Search results page displayed in response                   to a query concerning a specific music artist or specific                   album title.\n\n      b)      Excite and Sponsor will work together in good faith to define                  mutually agreeable Impressions in the Excite Site designed to                  provide content of interest (defined below) to Excite users                  and/or promote the Sponsor Site, in numbers sufficient to meet                  the Impression guarantees stated in Section 3.\n\n      c)      Excite and Sponsor will collaborate on the design, appearance,                  and placement (the \"look and feel\") of all Impressions. Excite\n\n\n\n\n\n              will have final approval over the look and feel of the                  promotional Impressions, which approval will not be                  unreasonably withheld.\n\n3.       IMPRESSION GUARANTEES\n\n      a)       During the first year of the sponsorship following the                   Commencement Date, Excite will deliver not less than                   [****] Impressions on the Excite Site.\n\n      b)       During the second year of the sponsorship following the first                   anniversary of the Commencement Date, Excite will deliver not                   less than [****] Impressions on the Excite Site.\n\n                                    4    5                                                                     CONFIDENTIAL\n\n      c)       Excite will report traffic, Impressions and click-thrus to                   Sponsor on a monthly basis.\n\n4.       CONTENT PROVIDED TO EXCITE\n\n      a)       Sponsor will provide to Excite the content described in                   Exhibit A (\"Content\"), subject to the terms and conditions                   hereunder. Excite may incorporate music-related content on the                   Excite Site from parties other than Sponsor so long as any                   links in or associated with such third-party content relating                   to opportunities to purchase Music Products will link to pages                   in the Sponsor Site. Any Content which appears in the Excite                   Site will be accompanied by attribution or branding                   identifying Sponsor as the source of the Content and linking                   to the Sponsor Site.\n\n      b)       Sponsor will ensure that the Content will at all times feature                   the full array of content and functionality as made generally                   available by Sponsor at the Sponsor Site and its related Web                   sites, through any other means of distribution of Sponsor's                   own branded service or through any other third-party                   relationship, where Sponsor controls the Content.\n\n      c)       Sponsor and Excite will determine mutually agreeable methods                   for the transmission and incorporation of updates to the                   Content.\n\n      d)       Excite will have sole control over the \"look and feel\" of the                   Excite Site and the Excite Network. Excite will have sole                   control over the content, composition, \"look and feel\" and                   distribution of the Broadcast Pages. Excite will have sole                   responsibility for providing, hosting and maintaining, at its                   expense, the Excite Network and for providing and delivering                   the Broadcast Pages and for integration of Content into the                   Broadcast Pages.\n\n      e)       Sponsor will have sole responsibility for providing, at its                   expense, the Content to Excite.\n\n5.       THE CO-BRANDED AREA OF THE SPONSOR SITE AND DISTRIBUTION THROUGH THE           EXCITE SITE AND THE BROADCAST PAGES\n\n      a)       Sponsor will design and create Web pages (\"Co-Branded Pages\"                   or, collectively, the \"Co-Branded Area\") in the Sponsor Site                   incorporating music-related content to be mutually determined                   by the parties including but not limited to Content described                   in Exhibit A, subject to the terms and conditions hereunder.                   Each Co-Branded Page will display the name and/or brands of                   Sponsor and Excite.\n\n                                    5    6                                                                     CONFIDENTIAL\n\n               Sponsor and Excite will collaborate on the \"look and feel\" of                   the Co-Branded Pages including, but not limited to, the                   display, appearance and placement of the parties' respective                   names and/or brands and of advertising displayed on the                   Co-Branded Pages. Excite will have final approval over the                   \"look and feel\" of the Co-Branded Pages, which approval will                   not be unreasonably withheld.\n\n      b)       The Co-Branded Area will reside completely on the Sponsor                   Site. Sponsor will have sole responsibility for providing and                   maintaining, at its expense, the Sponsor Site, the Co-Branded                   Area, the content displayed on the Co-Branded Site and any                   updates thereto.\n\n      c)       Each Co-Branded Page will include one or more links to the                   Excite Site. Excite will supply Sponsor with the URLs for                   these links.\n\n      d)       Excite may, upon fifteen (15) days prior notice to Sponsor,                   request reasonable revisions to the Co-Branded Area as needed                   to reflect changes that will not adversely affect Sponsor,                   such as changes to Excite's name and/or brand or changes to                   the URLs for the links to the Excite Site. Sponsor will use                   reasonable efforts to accommodate Excite's requested changes\n\n\n\n\n\n               within the fifteen (15) day period.\n\n      e)       Excite may incorporate reasonable portions of the Content on                   the Excite Site. Each such display of the Content will count                   as an Impression, as defined in Section 2(a). Excite will                   provide links to the Co-Branded Area from any pages on the                   Excite Site on which the Content appears. In its discretion,                   Excite may elect to provide additional links to the Co-Branded                   Area from other locations on the Excite Network and/or                   Broadcast Pages.\n\n      f)       Reasonable excerpts or portions of the Content may be                   incorporated into Broadcast Pages, at Excite's discretion.                   Excite will have sole control over of the content,                   composition, \"look and feel\" and distribution of the Broadcast                   Pages.\n\n6.       PROMOTIONS\n\n      a)       Excite and Sponsor will work together in good faith to create                   promotions specifically for customers of the Co-Branded Area.                   Such joint promotions, when possible and where Sponsor                   controls any applicable rights, will include but not be                   limited to the following:\n\n                                    6    7                                                                     CONFIDENTIAL\n\n               -        [****]\n\n               -        [****]\n\n               -        [****]\n\n               -        [****]\n\n               -        [****]\n\n               -        [****]\n\n               -        [****]\n\n               -        [****]\n\n               -        [****]\n\n               -        [****]\n\n      b)       Neither party will make any public statement, press release or                   other announcement relating to the terms of or existence of                   this Agreement without the prior written approval of the                   other. Notwithstanding the foregoing, Sponsor hereby grants to                   Excite the right to issue an initial press release, the timing                   and wording of which will be subject to Sponsor's reasonable                   approval, regarding the relationship between Excite and                   Sponsor.\n\n7.       SPONSORSHIP FEES AND TRANSACTION COMMISSIONS\n\n      a)       [****] will be due to Excite on the Effective Date as                   compensation for Excite's costs of initiating access to the                   Excite Site, programming costs, set-up costs and other                   expenses associated with Excite's initiation of the links,                   placements, advertisements and promotions contemplated by the                   Agreement.\n\n      b)       Sponsor will pay Excite [****] per year as compensation for                   being the exclusive online retail music store sponsor of the                   Excite Site.\n\n                                    7    8                                                                     CONFIDENTIAL\n\n      c)       Sponsor will pay Excite [****] in the first year of the term                   of the Agreement as compensation for on-going programming,                   links, placements, advertisements and promotions contemplated                   by this Agreement.\n\n      d)       Sponsor will pay Excite [****] in the second year of the term                   of the Agreement as compensation for on-going programming,                   links, placements, advertisements and promotions contemplated                   by this Agreement.\n\n      e)       Sponsor will make payments to Excite according to the                   following schedule:\n\n                   DATE                                  PAYMENT                       ----                                  -------                                                                                         Effective Date                          [****]                       Commencement Date                       [****]                       12/31/97                                [****]\n\n\n\n\n\n                   1/1/98                                  [****]                       4/1/98                                  [****]                       7/1/98                                  [****]                       10/1/98                                 [****]                       1/1/99                                  [****]                       4/1/99                                  [****]                       7/1/98                                  [****]\n\n      f)       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:\n\n               i)       \"Gross margin\" is defined as [****].\n\n               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\").\n\n                                    8    9                                                                     CONFIDENTIAL\n\n               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.                   iv)      If the Total Revenue earned by Sponsor during the                            three-month period does not exceed the Revenue Floor                            applicable to the same three-month period, Sponsor                            will not be obligated to pay Excite any share of the                            gross revenue realized during the three-month period.\n\n      g)       Payments of shared gross margin will be due to Excite within                   thirty (30) days of the end of each calendar quarter in which                   the revenue is recognized by Sponsor.\n\n      h)       With each payment, Sponsor will provide to Excite                   documentation reasonably detailing the calculation of the                   payment.\n\n      i)       Sponsor will maintain accurate records with respect to the                   calculation of all payments due under this Agreement. 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. The fees charged by such Certified Public Accountant in                   connection with the inspection will be paid by Excite unless                   the payments made to Excite are determined to have been less                   than ninety percent (90%) of the payment owed to Excite, in                   which case Sponsor will be responsible for the payment of the                   reasonable fees for such inspection.\n\n8.       USER DATA AND USAGE REPORTS\n\n      a)       All data concerning users and their behavior relating to the                   use of the Excite Site will be owned solely by Excite. Data                   relating to the use of Sponsor's Site (excluding users                   referred from the Excite Site) will be owned solely by                   Sponsor. Data relating to the use of the Co-Branded Pages will                   be jointly owned and shared by both parties.\n\n      b)       All jointly owned and shared data will be held in confidence                   and will not be used except in accordance with reasonable                   guidelines to be mutually agreed upon by the parties.\n\n                                    9    10                                                                     CONFIDENTIAL\n\n      c)       Sponsor and Excite will each provide the other via email usage                   reports containing the information set forth in Exhibit B                   (\"Usage Reports\"). Each Usage Report will cover a calendar                   month and will be delivered within fifteen (15) days following                   the end of the applicable month. The parties may, by mutual                   written agreement, alter the content of the Usage Reports.\n\n      d)       SPONSOR AND EXCITE WILL USE REASONABLE EFFORTS TO ENSURE THE                   ACCURACY OF THE USAGE REPORTS BUT NEITHER PARTY WARRANTS THAT                   THE USAGE REPORTS WILL CONFORM TO ANY SPECIFICATIONS AT ANY                   GIVEN TIME. NEITHER PARTY WILL BE HELD LIABLE FOR ANY CLAIMS                   AS THEY RELATE TO SUCH USAGE REPORTS, EXCEPT TO THE EXTENT                   THAT SUCH USAGE REPORTS SERVE AS THE BASIS FOR PAYMENTS UNDER                   THIS AGREEMENT.\n\n\n\n\n\n9.       CONTENT OWNERSHIP AND LICENSE\n\n      a)       Sponsor will retain all right, title and interest in and to                   the Content worldwide (including, but not limited to,                   ownership of all copyrights and other intellectual property                   rights therein). 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\n\n      b)       Excite will retain all right, title, and interest in and to                   the Excite Site and the Excite Network and the Broadcast Pages                   worldwide (including, but not limited to, ownership of all                   copyrights, look and feel and other intellectual property                   rights therein).\n\n10.      TRADEMARK OWNERSHIP AND LICENSE\n\n      a)       Sponsor will retain all right, title and interest in and to                   its trademarks, service marks and trade names worldwide,                   subject to the limited license granted to Excite hereunder.\n\n      b)       Excite will retain all right, title and interest in and to its                   trademarks, service marks and trade names worldwide, subject                   to the limited license granted to Sponsor hereunder.\n\n                                    10    11                                                                     CONFIDENTIAL\n\n      c)       Each party hereby grants to the other a non-exclusive, limited                   license to use its trademarks, service marks or trade names                   only as specifically described in this Agreement. All such use                   shall be in accordance with each party's reasonable policies                   regarding advertising and trademark usage as established from                   time to time.\n\n      d)       Upon the expiration or termination of this Agreement, each                   party will cease using the trademarks, service marks and/or                   trade names of the other except:\n\n               i)       As the parties may agree in writing; or\n\n               ii)      To the extent permitted by applicable law.\n\n11.      TERMINATION             a)       If Excite fails to deliver the guaranteed number of                   Impressions on the Excite Site during the first year, Excite                   will use commercially reasonable efforts to \"make good\" the                   shortfall. If Excite fails to \"make good\" the shortfall within                   [****] following the first year end, Sponsor may terminate the                   Agreement in accordance with Section 11 (b).\n\n      b)       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.                   However, the term of this Agreement will continue until Excite                   has made good the guaranteed number of Impressions on the                   Excite Site. Sponsor will not be obligated to make                   sponsorship, advertising or exclusivity payments to Excite                   during the \"make good\" period after the second year of the                   Agreement, but Sponsor will continue to make revenue sharing                   payments as described in Section 7(e). For the purposes of the                   calculation of revenue sharing during this \"make good\" period                   only, the \"Revenue Floor\" from the last quarter of the second                   year of the term of the Agreement will apply.          c)       Either party may terminate this Agreement if the other party                   materially breaches its obligations hereunder and such breach                   remains uncured for thirty (30) days following the notice to                   the breaching party of the breach, with the following                   exceptions:\n\n               i)       Excite will promptly notify Sponsor of any errors,                            failures or outages of the Content. Sponsor will                            promptly notify Excite of any errors, failures or                            outages of the Co-Branded Area.\n\n                                    11    12                                                                     CONFIDENTIAL\n\n                        Sponsor will take all reasonable measures to correct                            any such errors or outages as soon as reasonably                            possible. 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\n\n\n\n\n\n                        expiration of the fifteen (15) day notice period that                            the cause(s) of the errors, failures or outages have                            been corrected; or\n\n               ii)      Sponsor will ensure that the Content will at all                            times be at least substantially similar to any other                            source of comparable topical content available on the                            Internet in terms of the following factors, taken as                            a whole: (i) breadth and depth of coverage, (ii)                            timeliness of content updates and (iii) reputation                            and ranking based on a cross-section of third party                            reviewers in terms of features, functionality,                            quality and other qualitative factors. In the event                            that Sponsor fails to meet these quality criteria,                            Excite may terminate this agreement on thirty (30)                            days written notice and enter into an other                            arrangements for the acquisition of similar content,                            unless Sponsor demonstrates to Excite's reasonable                            satisfaction before the expiration of the thirty (30)                            day notice period that the deficiencies in the                            Content have been corrected.\n\n      d)       All payments that have accrued prior to the termination or                   expiration of this Agreement will be payable in full within                   thirty (30) days thereof.\n\n      e)       The provisions of Section 12 (Confidentiality), Section 13                   (Warranty and Indemnity), Section 14 (Limitation of Liability)                   and Section 15 (Dispute Resolution) will survive any                   termination or expiration of this Agreement.\n\n12.      CONFIDENTIALITY\n\n                                    12    13                                                                     CONFIDENTIAL\n\n      a)       For the purposes of this Agreement, \"Confidential Information\"                   means information about the disclosing party's (or its                   suppliers') business or activities that is proprietary and                   confidential, which shall include all business, financial,                   technical and other information of a party marked or                   designated by such party as \"confidential\" or \"proprietary\";                   or information which, by the nature of the circumstances                   surrounding the disclosure, ought in good faith to be treated                   as confidential.\n\n      b)       Confidential Information will not include information that (i)                   is in or enters the public domain without breach of this                   Agreement, (ii) the receiving party lawfully receives from a                   third party without restriction on disclosure and without                   breach of a nondisclosure obligation or (iii) the receiving                   party knew prior to receiving such information from the                   disclosing party or develops independently.\n\n      c)       Each party agrees (i) that it will not disclose to any third                   party or use any Confidential Information disclosed to it by                   the other except as expressly permitted in this Agreement and                   (ii) that it will take all reasonable measures to maintain the                   confidentiality of all Confidential Information of the other                   party in its possession or control, which will in no event be                   less than the measures it uses to maintain the confidentiality                   of its own information of similar importance.\n\n      d)       Notwithstanding the foregoing, each party may disclose                   Confidential Information (i) to the extent required by a court                   of competent jurisdiction or other governmental authority or                   otherwise as required by law or (ii) on a \"need-to-know\" basis                   under an obligation of confidentiality to its legal counsel,                   accountants, banks and other financing sources and their                   advisors.\n\n      e)       The information contained in the Usage Reports provided by                   each party hereunder will be deemed to be the Confidential                   Information of the disclosing party.\n\n      f)       The terms and conditions of this Agreement will be deemed to                   be the Confidential Information of each party and will not be                   disclosed without the written consent of the other party.\n\n13.      WARRANTY AND INDEMNITY\n\n                                    13    14                                                                     CONFIDENTIAL\n\n      a)       Sponsor warrants that it owns, or has obtained the right to                   distribute and make available as specified in this Agreement,                   any and all content provided to Excite or made available to                   third parties in connection with this Agreement.\n\n      b)       Sponsor warrants that the Content will comply with the                   description and technical specifications contained in Exhibit                   A.\n\n      c)       Excite will indemnify, defend and hold harmless Sponsor, its\n\n\n\n\n\n               affiliates, officers, directors, employees, consultants and                   agents from any and all third party claims, liability, damages                   and/or costs (including, but not limited to, attorneys fees)                   arising from the breach of any warranty, representation or                   covenant in this Agreement. Sponsor will promptly notify                   Excite of any and all such claims and will reasonably                   cooperate with Excite with the defense and/or settlement                   thereof; provided that, if any settlement requires an                   affirmative obligation of, results in any ongoing liability to                   or prejudices or detrimentally impacts Sponsor in any way and                   such obligation, liability, prejudice or impact can reasonably                   be expected to be material, then such settlement shall require                   Sponsor's written consent (not to be unreasonably withheld or                   delayed) and Sponsor may have its own counsel in attendance at                   all proceedings and substantive negotiations relating to such                   claim.\n\n      d)       Sponsor will indemnify, defend and hold harmless Excite, its                   affiliates, officers, directors, employees, consultants and                   agents from any and all third party claims, liability, damages                   and/or costs (including, but not limited to, attorneys fees)                   arising from:\n\n               i)       The breach of any warranty, representation or                            covenant in this Agreement; or\n\n               ii)      Any claim that the Content infringes or violates any                            third party's copyright, patent, trade secret,                            trademark, right of publicity or right of privacy or                            contains any defamatory content.\n\n               Excite will promptly notify Sponsor of any and all such claims                   and will reasonably cooperate with Sponsor with the defense                   and/or settlement thereof; provided that, if any settlement                   requires an affirmative obligation of, results in any ongoing                   liability to or prejudices or detrimentally impacts Excite in                   any way and such obligation, liability, prejudice or impact                   can reasonably be expected to be material, then such                   settlement shall require Excite's written consent (not to be                   unreasonably withheld or\n\n                                    14    15                                                                     CONFIDENTIAL\n\n               delayed) and Excite may have its own counsel in attendance at                   all proceedings and substantive negotiations relating to such                   claim.\n\n      e)       EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY                   WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS                   AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES,                   INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND                   FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT                   MATTER.\n\n14.      LIMITATION OF LIABILITY\n\n               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.\n\n15.      DISPUTE RESOLUTION\n\n      a)       The parties agree that any breach of either of the parties'                   obligations regarding trademarks, service marks or trade names                   and/or confidentiality would result in irreparable injury for                   which there is no adequate remedy at law. Therefore, in the                   event of any breach or threatened breach of a party's                   obligations regarding trademarks, service marks or trade names                   or confidentiality, the aggrieved party will be entitled to                   seek equitable relief in addition to its other available legal                   remedies in a court of competent jurisdiction.\n\n      b)       In the event of disputes between the parties arising from or                   concerning in any manner the subject matter of this Agreement,                   other than disputes arising from or concerning trademarks,                   service marks or trade names and/or confidentiality, the                   parties will first attempt to resolve the dispute(s) through                   good faith negotiation. In the event that the dispute(s)                   cannot be resolved through good faith negotiation, the parties                   will refer the dispute(s) to a mutually acceptable mediator.\n\n                                    15    16                                                                     CONFIDENTIAL\n\n      c)       In the event that disputes between the parties arising from or                   concerning in any manner the subject matter of this Agreement,                   other than disputes arising from or concerning trademarks,\n\n\n\n\n\n               service marks or trade names and/or confidentiality, cannot be                   resolved through good faith negotiation and mediation, the                   parties will refer the dispute(s) to the American Arbitration                   Association for resolution through binding arbitration by a                   single arbitrator pursuant to the American Arbitration                   Association's rules applicable to commercial disputes.\n\n16.      GENERAL\n\n      a)       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. Any attempt to assign this                   Agreement other than as permitted above will be null and void.\n\n      b)       Governing Law. This Agreement will be governed by and                   construed in accordance with the laws of the State of New York\n\n      c)       Notice. Any notice under this Agreement will be in writing and                   delivered by personal delivery, express courier, confirmed                   facsimile, confirmed email or certified or registered mail,                   return receipt requested, and will be deemed given upon                   personal delivery, one (1) day after deposit with express                   courier, upon confirmation of receipt of facsimile or email or                   five (5) days after deposit in the mail. Notices will be sent                   to a party at its address set forth below or such other                   address as that party may specify in writing pursuant to this                   Section.\n\n      d)       No Agency. The parties are independent contractors and will                   have no power or authority to assume or create any obligation                   or responsibility on behalf of each other. This Agreement will                   not be construed to create or imply any partnership, agency or                   joint venture.\n\n      e)       Force Majeure. Any delay in or failure of performance by                   either party under this Agreement will not be considered a                   breach of this Agreement and will be excused to the extent                   caused by any occurrence beyond the reasonable control of such                   party including,\n\n                                    16    17                                                                     CONFIDENTIAL\n\n               but not limited to, acts of God, power outages and                   governmental restrictions.\n\n      f)       Severability. In the event that any of the provisions of this                   Agreement are held by to be unenforceable by a court or                   arbitrator, the remaining portions of the Agreement will                   remain in full force and effect.\n\n      g)       Entire Agreement. This Agreement is the complete and exclusive                   agreement between the parties with respect to the subject                   matter hereof, superseding any prior agreements and                   communications (both written and oral) regarding such subject                   matter. This Agreement may only be modified, or any rights                   under it waived, by a written document executed by both                   parties.\n\nN2K Inc.                                    Excite, Inc. By:   /s/ Jonathan Diamond                  By:    /s/ George Bell       --------------------------                  ------------------------ Name:  Jonathan Diamond                     Name:  George Bell       --------------------------                  ------------------------ Title: Vice Chairman                        Title: Pres. and CEO       --------------------------                  ------------------------ Date:  9/23/97                              Date:  9/23/97       --------------------------                  ------------------------\n\n55 Broad Street, 26th Floor                 555 Broadway New York, New York, 10004                   Redwood City, California 94063                                             415.568.6000 (voice)                                             415.568.6030 (fax)\n\n                                    17    18                                                                     CONFIDENTIAL\n\n                                 EXHIBIT A\n\n             CONTENT DESCRIPTION AND TECHNICAL SPECIFICATIONS\n\n                              FOR THE CONTENT\n\nSponsor content shall be defined as any or all content and services controlled by N2K available via the main Music Boulevard site (http://www.musicblvd.com), the Music Store. In addition, Excite reserves the right to draw upon the editorial content controlled by N2K and available via N2K's network of music-related sites including, but not limited to the following:\n\n\n\n\n\nMusic News AllStar Mag - www.allstarmag.com\n\nLabels N2K record label, N2K Encoded Music - www.n2kencodedmusic.com\n\nMusic Genre Sites Classical Insites - www.classicalinsites.com Leonard Bernstein - www.leonardbernstein.com Rocktropolis - www.rocktropolis.com Jazz Central Station - www.jazzcentralstation.com\n\nN2K will make good faith efforts to assist Excite in obtaining access to music-related content under the control of third parties with which N2K has existing relationships.\n\n                                    18    19                                                                     CONFIDENTIAL\n\n                                 EXHIBIT B\n\n                               USAGE REPORTS"}]}, {"title": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "FORM OF TRADEMARK LICENSE AGREEMENT", "answer_start": 12}], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "ARCONIC INC.", "answer_start": 193}, {"text": "Licensor", "answer_start": 359}, {"text": "ARCONIC ROLLED PRODUCTS CORP.", "answer_start": 275}, {"text": "Licensee", "answer_start": 260}], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "[ ] day of [ ], 2020 (", "answer_start": 133}], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "[ ] day of [ ], 2020", "answer_start": 133}], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 9124}], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 12927}], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 16928}], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld.", "answer_start": 16799}], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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\").", "answer_start": 2099}, {"text": "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.", "answer_start": 2428}, {"text": "Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement.", "answer_start": 2846}], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [{"text": "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\"). 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.", "answer_start": 2099}], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 3074}, {"text": "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.", "answer_start": 2428}], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": false}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [{"text": "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\")", "answer_start": 5368}, {"text": "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.", "answer_start": 4607}], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 3513}], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 2.7 FORM OF TRADEMARK LICENSE AGREEMENT THIS TRADEMARK LICENSE AGREEMENT (this \"Agreement\"), made and entered into as of the [ ] day of [ ], 2020 (the \"Effective Date\"), by and between ARCONIC INC., a corporation organized under the laws of Delaware (\"Licensee\") and ARCONIC ROLLED PRODUCTS CORP., a corporation organized under the laws of Delaware (\"Licensor\"). WHEREAS, Licensor and Licensee entered into a Separation and Distribution Agreement having an effective date of the [ ] day of [ ], 2020 (\"Separation and Distribution Agreement\"); unless specifically defined in this Agreement, any capitalized term in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement. WHEREAS, Licensor formerly operated as a business unit of Licensee; WHEREAS, as part of and further to the Separation and Distribution Agreement: (a) Licensor and Licensee are now two separate publicly traded companies; and (b) Licensor was assigned all right, title, and interest to the trademark \"ARMX\" (the \"Licensed Mark\"); WHEREAS, Licensee wishes to license from Licensor the right to the Licensed Mark as hereinafter defined below; WHEREAS, Licensee wishes to obtain from Licensor, subject to the terms and conditions set forth in this Agreement, the right and license to use, have used, manufacture, have manufactured, sell, have sold, advertise, have advertised, import, have imported, export, have exported, offer for sale, and have offered for sale the Licensed Products (later defined) using the Licensed Mark (the \"Licensed Purpose\"); WHEREAS, Licensor is willing to grant such rights, upon the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:\n\n1\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019\n\n\n\n\n\n1. GRANT AND SCOPE OF LICENSE. 1.1 Grant of License. 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\"). 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. Licensee will not, however, use the Licensed Mark except for the production and sale of inventory as provided in this Section 1.1 and in Section 8.2 of the Separation and Distribution Agreement and Schedule 2 of this Agreement. 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. 1.2 Goodwill. Licensee expressly recognizes and acknowledges that its use of the Licensed Mark shall inure solely to the benefit of Licensor, and shall not confer on Licensee any ownership rights to the Licensed Mark. 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. 1.3 Trademark Notices. All print and electronic displays of the Licensed Mark by Licensee shall include at Licensor's option, a notice to the effect that the Licensed Mark are owned by Licensor and used by Licensee under license from Licensor. 1.4 Licensee Cooperation. Licensee agrees to reasonably cooperate with Licensor in achieving registration of the Licensed Mark worldwide, and in maintaining and protecting existing registrations therefor at Licensor's sole expense. Licensee shall execute any and all documents which Licensor may reasonably request in support of such registrations, and, at Licensor's request, Licensee shall provide use evidence, testimony, and documentation that may be required in any ex parte or inter partes administrative proceedings and prosecutions, maintenance and renewals involving registrations of the Licensed Mark, at Licensee's sole expense. 1.5 Quality Control, Licensor Approvals. 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\"). Prior to exercising such Access Rights, the third party auditor shall enter into a nondisclosure agreement with Licensee that, among other terms deemed acceptable by Licensee and such third party auditor, shall: (a) limit the content of any report made by the third party auditor to Licensor to a description of the manner in which, and the conditions under which, the Licensed Mark are used by Licensee or its manufacturers; and (b) prevent the disclosure of any of Licensee's trade secrets and/or Confidential Information. To the extent reasonably practicable, all Licensed Products shall include notices on labeling and packaging for the Licensed Products stating that the Licensed Mark is owned by Licensor and used by Licensee under license from Licensor. The Licensed Products shall be of a quality commensurate with previous production or the samples approved by Licensor. If the quality of a class of the Licensed Products falls below such standards, Licensee shall use commercially reasonable efforts to restore such quality. In the event that Licensee has not taken appropriate steps to restore such quality within one-hundred twenty (120) days after notification by Licensor, Licensor shall have the right to terminate this Agreement.\n\n2\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019\n\n\n\n\n\n1.6 Compliance with Trademark Usage Guidelines. Licensee agrees to comply with Licensor's trademark usage guidelines and any other policies and requirements applicable to the Licensed Mark. 2. ENFORCEMENT OF INTELLECTUAL PROPERTY. If legally able and without breaching any confidentiality provisions of a contract with a third party, in the event that Licensee becomes aware that any third party is infringing the Licensed Mark, Licensee shall promptly notify Licensor and provide pertinent details. Licensor shall have the right in its sole discretion to bring a legal action for infringement against the third party, together with the right to enforce and collect any judgment thereon. If Licensor elects to exercise such right, Licensee shall, at Licensor's request, provide reasonable assistance to Licensor, at the sole expense of Licensor. 3. INDEMNIFICATION. Licensee shall defend, indemnify and hold harmless Licensor and its officers, directors, employees, agents, corporate subsidiaries, parents, and affiliates (\"Licensor Indemnitees\") from and against any and all demands, claims, actions or causes of action, assessments, deficiencies, damages, losses, liabilities and expenses (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses), incurred in conjunction with or arising out of or relating to any third-party claim concerning the Licensed Products and any acts or omissions of Licensee with respect to the Licensed Mark, including without limitation Licensee's performance of its obligations under this Agreement. The Licensor Indemnitees agree to cooperate with Licensee, at Licensee's expense, to provide copies of any documents or materials reasonably requested by Licensee in support of its defense of the Licensor Indemnitees. 4. TERM AND TERMINATION. 4.1 Term. 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. 4.2 Termination for Breach. Licensor and Licensee will be entitled to terminate this Agreement by written notice to the other party in the event the other party is in material breach of any of its obligations hereunder and shall fail to remedy any such default within one hundred twenty (120) days after notice thereof by the non-breaching party. 4.3 Termination Upon Bankruptcy. Either party may terminate this Agreement by written notice to the other in the event of: (a) the other party's making assignment for the benefit of its creditors or filing a voluntary petition under any bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under the provisions of any law of like import; or (b) the filing of an involuntary petition against the other party under any bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under any law of like import; or (c) the appointment of a trustee or receiver for the party or its property.\n\n3\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019\n\n\n\n\n\n4.4 Survival of Obligations; Return of Confidential Information. Notwithstanding any expiration or termination of this Agreement, Sections 1.4, 3, 4.4, 5.1, 5.2, and 6.1 through 6.11 shall survive and continue to be enforceable as set forth herein. Upon any expiration or termination of this Agreement, Licensee shall promptly return to Licensor, or at Licensor's direction, destroy all Licensor confidential information and all copies thereof in Licensee's possession. 5. REPRESENTATIONS AND WARRANTIES. 5.1 Licensor represents and warrants to Licensee that Licensor's performance of its obligations under this Agreement is not in conflict with, and will not result in a breach of or constitute a default under, any other contract, instrument, rule of law or order of any court or governmental agency to which Licensor is a party or by which Licensor is bound. 5.2 Licensee represents and warrants to Licensor that Licensee's performance of its obligations under this Agreement are not in conflict with, and will not result in a breach of or constitute a default under, any other contract, instrument, rule of law or order of any court or governmental agency to which Licensee is a party or by which Licensee is bound. 5.3 No Warranty. But for the warranty set forth in section 5.1., supra, Licensor, by this Agreement, makes no warranties or guarantees, either express or implied, arising by law or otherwise with regard to the Licensed Mark and/or the Licensed Products. In particular, Licensor assumes no obligation and makes no representations or warranties hereunder, express or implied, in law or in fact, with respect to: (i) the utility, quality or characteristics of the Licensed Mark or any use, embodiment, or modification thereof; (ii) the use of any Licensed Product, embodiments, or modifications thereof, or (iii) whether such Licensed Products, or any use, embodiments, or modifications thereof, would be in compliance with any federal, state or local laws, regulations, standards or criteria with respect to any claim which may arise in connection with any sale or use of Licensed Products. 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. 6. MISCELLANEOUS. 6.1 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. 6.2 Jurisdiction and Venue. Each of the parties: (a) submits to the exclusive jurisdiction of any state or federal court sitting in Wilmington, Delaware for any action or proceeding arising out of, or relating to, this Agreement; (b) agrees that all claims in respect of the action or proceeding may be heard and determined in any such court; and (c) agrees not to bring any action or proceeding arising out of, or relating to, this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that a final judgment in any action or proceeding so brought will be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.\n\n4\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019\n\n\n\n\n\n6.3 Waiver. The waiver by one party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of a party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any right, power or privilege by such party. 6.4 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER. 6.5 Notices. Any notice or other communication under this Agreement shall be effective when: (a) delivered in person; (b) if mailed, when deposited in the mail by registered or certified mail, return receipt requested; or (c) if delivered by overnight mail by a recognized overnight carrier (e.g., FedEx, UPS, DHL). All such notices and other communications shall be addressed to the other party as follows: If to Licensor: If to Licensee: Arconic Inc. Arconic Rolled Products Corp. 201 Isabella Street 201 Isabella Street Pittsburgh, PA 15212 Pittsburgh, PA 15212 Attn.: General Counsel Attn: General Counsel 6.6 No Agency. Nothing herein shall be deemed to constitute Licensor, on the one hand, or Licensee, on the other hand, as the agent or representative of the other, or as joint venturers or partners for any purpose. Neither Licensor, on the one hand, nor Licensee, on the other hand, shall be responsible for the acts or omissions of the other. No party will have authority to speak for, represent or obligate the other party in any way without prior written authority from such other party. 6.7 Entire Agreement. This Agreement and the Separation and Distribution Agreement together contain the full understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and writings relating thereto. No waiver, alteration or modification of any of the provisions hereof shall be binding unless made in writing and signed by the parties. 6.8 Headings. The headings contained in this Agreement are for convenience of reference only and shall not be considered in construing this Agreement.\n\n5\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019\n\n\n\n\n\n6.9 Severability. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected and the invalid provision shall be severed herefrom. 6.10 Assignment. This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld. 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. 6.11 Counterparts; Images Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of such together shall constitute one and the same instrument. Scanned PDF copies of signatures and facsimile copies of signatures may be deemed original signatures. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective authorized officers as of the Effective Date. ARCONIC INC. By Name: Title: ARCONIC ROLLED PRODUCTS CORP. By Name: Title:\n\n6\n\nSource: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019"}]}, {"title": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "COOPERATION AGREEMENT", "answer_start": 15}], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "City of Fort Stockton", "answer_start": 321}, {"text": "(\"COFS\")", "answer_start": 383}, {"text": "STW Resources Holding Corp", "answer_start": 396}, {"text": "(\"STW\")", "answer_start": 446}, {"text": "STW and COFS are sometimes individually referred to as a \"Party\" and collectively referred to as the \"Parties.\"", "answer_start": 528}], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "day of , 2014", "answer_start": 27078}], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "effective as of the last date of signature on the signature pages below", "answer_start": 455}, {"text": "day of , 2014", "answer_start": 27078}], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 3935}], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 3935}], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 3935}], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 19804}], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [{"text": "If STW exercises its option to produce and transport the CRA water, STW will construct additional facilities or expand existing facilities, as necessary, to be able to produce and transport the CRA water for sale.", "answer_start": 17359}, {"text": "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\"). The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.", "answer_start": 16082}], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": false}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 18195}, {"text": "STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold.", "answer_start": 14049}], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "The Post-Well Study shall provide information on the feasibility of developing a water well field in that location that would produce water from the CRA for: (a) the availability of a minimum 1,200 gallons per minute (\"GPM\") per day CRA water production for STW, its successors or assignees, to sell to communities and users within a 500-mile radius outside of COFS (the \"Permitted Sale Water\") during the Term, with the further requirement that STW would be responsible for the pipelines and pumping facilities required to transport the Permitted Sale Water to the intended end-users; and that all such water obtained from the Existing CRA Well contains acceptable levels of Total Dissolved Solids (\"TDS\") to meet municipal use standards. I", "answer_start": 4653}, {"text": "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\").", "answer_start": 12748}], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 4220}, {"text": "Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS.", "answer_start": 9691}, {"text": "Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS.", "answer_start": 3523}], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "allow COFS or its authorized representatives to enter upon the premises at reasonable times to be arranged in advance of entry", "answer_start": 12390}], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 3723}], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [{"text": "Nothing in this AGREEMENT shall be construed to confer any right, privilege or benefit on, or to otherwise create any vested right or third-party beneficiary relationship with any person or entity not a party to the AGREEMENT, unless otherwise provided in this AGREEMENT.", "answer_start": 24770}], "id": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": false}], "context": "Exhibit 10.1   COOPERATION AGREEMENT BETWEEN THE CITY OF FORT STOCKTON, TEXAS AND STW RESOURCES HOLDING CORP. REGARDING DEVELOPMENT OF WATER WELL(S) IN THE CAPITAN REEF AQUIFER FORMATION\n\nThis AGREEMENT regarding development of water well(s) in the Capitan Reef Aquifer Formation (the \"AGREEMENT\") is entered into by the City of Fort Stockton, Texas, a Texas Type A-General Law city (\"COFS\") and STW Resources Holding Corp., a Nevada corporation (\"STW\"), effective as of the last date of signature on the signature pages below. STW and COFS are sometimes individually referred to as a \"Party\" and collectively referred to as the \"Parties.\"\n\nWHEREAS, the City of Fort Stockton, Texas (\"COFS\") owns the surface and groundwater rights to several areas of the Capitan Reef Aquifer Formation; and\n\nWHEREAS, COFS has an existing Capitan Reef Aquifer (\"CRA\") water well located at Section 112 on COFS property, which is currently drilled to an approximate depth of 3,500 feet (the \"Existing CRA Well\"), and also owns property at Section 71; and\n\nWHEREAS, STW desires to attempt to deepen the Existing CRA Well in order to make it a producing water well and/or drill an alternate well(s) at its own expense, and to lease CRA groundwater rights from Sections 112 and 71 of COFS property; and   WHEREAS, STW and COFS desire to work together for the development of a CRA water supply project within the area that will serve to meet the future needs of COFS and the municipal and industrial needs within the region.\n\nTHE PARTIES HEREBY AGREE AS FOLLOWS:\n\n1.  Leasing of Property  and Drilling  of Water Well(s). 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\"). STW is further authorized to drill, deepen, and/or rework at its expense the Existing CRA Well on Section 112 of the Property from its current depth of approximately 3,500 feet to approximately 4,000 feet, so as to determine the following to be verified by a study to be performed by a hydrogeologist mutually agreed upon by both Parties (\"Post-Well Study\"): (a) the gallons per day (\"GPD\") of maximum water capacity of the Existing CRA Well or alternate well, as may be required under Section 5 of the AGREEMENT; and (b) the quality of the water to be obtained from the Existing CRA Well or alternate well. The rights granted to STW under this AGREEMENT also include the right of access to the Property to perform the activities authorized herein.   2.  Acces s and Surface Use. STW agrees to coordinate reasonably with COFS with respect to location of any new wells, roadways, power infrastructure, and other improvements that are to be constructed or used on the Property. COFS shall provide STW rent free site leases for the commercially reasonable amounts of surface area required for CRA pumping and filling stations located on the Property. STW shall pay for or repair all actual damages to roads, fences, or improvements caused by its activities on the Property within sixty (60) days of the occurrence, and will fill and level all pits, mounds, ruts, and shall restore the surface to as near its original condition as is reasonably practicable within ninety (90) days after termination of the provisions of this AGREEMENT related only to the Property. Upon termination of the provisions of this AGREEMENT related to the Property only, STW, or its successors or assigns, shall transfer title of all water conveyance pipelines from the Property to COFS. 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.\n\n  -1-\n\n\n\n\n\n    3.  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. 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.   4.  Post-Well  Study Generally. The Post-Well Study shall provide information on the feasibility of developing a water well field in that location that would produce water from the CRA for: (a) the availability of a minimum 1,200 gallons per minute (\"GPM\") per day CRA water production for STW, its successors or assignees, to sell to communities and users within a 500-mile radius outside of COFS (the \"Permitted Sale Water\") during the Term, with the further requirement that STW would be responsible for the pipelines and pumping facilities required to transport the Permitted Sale Water to the intended end-users; and that all such water obtained from the Existing CRA Well contains acceptable levels of Total Dissolved Solids (\"TDS\") to meet municipal use standards. If such water does not meet municipal use standards according to the Post-Well Study, STW may either treat the water to municipal use standards or to sell it as-is to industrial end-users.   5.  Replacement CRA Well. If, based on the Post-Well Study of the Existing CRA Well, it is determined that the Existing CRA Well is not suitable for the purposes of this AGREEMENT, then STW may elect to drill at its expense a second water well (the \"Replacement CRA Well\") at a place to be mutually agreed on the Property, with the Existing CRA Well to remain as a monitoring well. After completion of the Replacement CRA Well, a second Post-Well Study will be conducted for the same purposes as that for the Existing CRA Well.   6.  Construction Requirements. STW's construction of the improvements to the Existing CRA Well, any Replacement CRA Well, and any additional production wells shall be pursuant to any recommendation and requirements as may be specified by and agreed upon with COFS, and the construction shall also be conducted in a manner meeting prevailing industry standards, the Middle Pecos Groundwater Conservation District regulations, Texas Department of Licensing and Regulation (TDLR) regulations, and the Texas Commission on Environmental Quality (TCEQ) regulations.   7.  Cooperation  Regarding  Studies. COFS shall provide to STW any and all documents pertaining to this project, including all hydrogeological studies and any existing Pre-Well Studies for the Existing CRA Well, as well as any similar documents for the Replacement CRA Well to include:   a.  the best location for the Replacement CRA Well on the Property, considering the spacing with any other wells that might now or in the future be located on the Property;   b.  the location on the Property that will best provide data for determining the feasibility of pumping water from the CRA on the Property and be the most productive;   c.  documents showing current ownership of the Property including both CRA and surface ownership rights, to demonstrate COFS' ability to lease the land for the Sale of CRA Water Rights to STW, including any documents showing the prior sale or conveyance of any CRA or water rights from the Property; and   d.  names and addresses of engineers and/or hydrogeologists recommended to perform the Post-Well Study (ies). The Post-Well Study (ies) shall be performed by a hydrogeologist(s) mutually agreed to by both Parties.\n\n  -2-\n\n\n\n\n\n    8.  Post-Well Study Requirements. Any Post-Well Studies shall be paid for by STW and shall include:   a.  a chemical analysis and performance by a qualified certified laboratory mutually approved by the Parties to determine the quality of the water and its characteristics at that location;   b.  any documents related to the drawdown or recharge rate affecting the producing capacity; and   c.  TDS measurements of CRA water produced by STW.   9.  COFS Responsibilities.   COFS shall perform the following services:   a.  administer and provide all necessary insurance to insure its activities in relation to the AGREEMENT; and   b.  possess or obtain any and all necessary property rights for the activities covered in this AGREEMENT, including both CRA and surface rights to the Property.   10.  Construction and Post-Well Study Costs.  STW will pay all reasonable and necessary costs to: (a) construct the improvements to the Existing CRA Well or the Replacement CRA Well (including the cost of securing any necessary regulatory approval for the improvements to the Existing CRA Well and the Replacement CRA Well); (b) obtain the Post-Well Study (ies); and (c) reasonable consulting costs related to the negotiation and execution of the AGREEMENT.   11.  STW Termination Rights. STW shall have the right to unilaterally terminate the provisions of this AGREEMENT related only to the Property, and not proceed further after the completion of any phase of the project and not incur any additional costs. So long as STW is progressing through the following phases, and subject to the other terms of this AGREEMENT, COFS may not terminate the AGREEMENT during the:   a.  Pre-well study (ies),   b.  completion of improvements to the Existing CRA Well,   c.  completion of the Replacement CRA Well, if necessary, and   d.  Post-Well Study (ies).   Should COFS unilaterally terminate the provisions of this AGREEMENT related to COFS Property only, with the right to do so beginning on a period beginning no sooner than ninety (90) days following the Post-Well Study (ies), and ending at the one year period following the Post-Well Study (ies), during which STW may exercise its Option to Produce Water, in accordance with Section 15 of this AGREEMENT, COFS shall reimburse STW for 100% of the costs paid by STW up to the point of such termination, pursuant to the AGREEMENT, according to a reasonable accounting schedule of costs prepared by STW and submitted to COFS. Once STW exercises its Option to Produce Water pursuant to Section 15 of this AGREEMENT, and pays COFS its Bonus Payment, in accordance with Section 14(b) of this AGREEMENT, COFS may no longer unilaterally terminate this AGREEMENT during the Term. If STW terminates the AGREEMENT and COFS sells water within twenty (20) years from the Effective Date of this AGREEMENT from one or more producing water well(s) developed by STW, STW shall be reimbursed the amount expended for drilling the producing well(s), to be paid from the sale of water produced by COFS from the producing well(s). Such reimbursement shall occur based on COFS' net revenues received from CRA water sales from the producing well(s) in six (6) month increments, which shall begin on the date COFS begins selling CRA water from producing water well(s), and shall end upon reimbursement in full of the amount STW is owed for drilling any producing well(s).\n\n  -3-\n\n\n\n\n\n    12.  Title of Producing Wells. 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.   13.  Uses, Maintenance, Construction and Operation of Wells. STW will construct, maintain, operate, own, and repair (as needed) the Existing CRA Well, the Replacement CRA Well and any Additional Wells, and in doing so, and in the wells' operation and repair, STW shall:   a.  conduct all work and operations in a businesslike manner consistent with good and economical practices and with due regard for good land management, damage prevention and environmental protection;   b.  comply with all federal, state, and local laws, regulations and requirements governing the development, production, collection, transportation, and disposal of the water (and any waste or reject water);   c.  allow COFS or its authorized representatives to enter upon the premises at reasonable times to be arranged in advance of entry; and   d.  plug all wells, when abandoned, in accordance with the applicable regulatory requirements of the Middle Pecos Groundwater Conservation District, TDLR, and/or TCEQ.   14.  Obligations Following the Post-Well Study.   a.  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\").   b.  Obligations if Post-Well Study shows that the Critical Criterion has been met:   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. STW shall have the right to the sale of and transport of such additional water produced from Additional Wells. STW shall pay COFS a seventeen percent (17%) royalty of the price STW receives per 1,000 gallons of CRA water produced from the Property and sold.   STW shall also provide to COFS three (3) million GPD of CRA water at no cost to COFS at such time that COFS requests delivery of the water for COFS use. Each payment made by STW to COFS will include an accounting statement providing the number of gallons sold, the price paid by any customer(s), the gross revenues received by STW, and the expenses paid by STW for the sale, treatment, use, and/or delivery of the CRA water. STW shall calculate the amount owed to COFS every one hundred-eighty (180) days (\"Accrual Period\"), and shall provide required payments to COFS within thirty (30) days after the end of the previous Accrual Period.\n\n  -4-\n\n\n\n\n\n    c.  Options if Post-Well Study shows that the Critical Criterion has not been met:   (1)  STW may choose to not pursue the production and transport of the water from the Property. If one or more producing wells are developed by STW and COFS sells the CRA water produced from the well(s), COFS will reimburse STW from the net revenues COFS receives up to the point STW has been fully reimbursed for drilling any producing well(s) if such sale occurs within twenty (20) years from the date of this AGREEMENT.   (2)  STW may choose to pursue the production and transport of the water. STW shall have the right to produce and transport the water upon obtaining all necessary regulatory approvals, and will not seek reimbursement of any of its costs incurred pursuant to the AGREEMENT.   (3)  If regulatory approvals have been granted, but the permit obtained from the Middle Pecos Groundwater Conservation District allows the transport of less than the full amount requested for STW's use or sale, then STW may:   i.  elect to produce and transport the water; or   ii.  elect to not produce and transport the water, in which case the conditions of Subsection (c)(1) of this section shall apply.   15.  Option to Produce Water.   a.  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\"). The AGREEMENT shall thereafter terminate as to both Parties if STW has not exercised its Option to Produce at the expiration of the one-year period unless STW pays as royalty on the first day of each month the sum of Five Hundred and 00/100 Dollars ($500.00) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three consecutive years.   b.  If, after STW has exercised its option to produce CRA water from the Property, one or more producing wells on the Property are capable of producing CRA water for sale, but CRA water is not being sold for a consecutive period of 180 days or more, then the lease shall terminate as to both parties unless STW pays as royalty on the first day of each month after such period of 180 days, the sum of Five Thousand and 00/100 Dollars ($5,000) per month. STW shall have no right to maintain this AGREEMENT through payment of such a royalty for any one period greater than three (3) consecutive years.   c.  If STW exercises its option to produce and transport the CRA water, STW will construct additional facilities or expand existing facilities, as necessary, to be able to produce and transport the CRA water for sale.     -5-\n\n\n\n\n\n    16.  Payment for Use of COFS Pipeline Easements and COFS Assistance with Project.   a.  STW shall be entitled to use existing COFS easements and right of ways within Pecos County for laying of pipelines necessary for the delivery of CRA water produced within Pecos County. COFS will assist STW with any negotiations required to procure any additional easements and groundwater rights in Pecos County that are necessary for the production and delivery of CRA water. STW shall also be entitled to use and upgrade existing COFS water treatment infrastructure as necessary for the treatment of raw CRA water. 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. Such payment shall be made according to the schedule and terms set forth in Section 14(b) of this AGREEMENT. The requirements under this Section 16 shall remain in force and effect despite any termination of those provisions of this AGREEMENT that apply only to COFS Property. The provisions of this section shall terminate in the event STW is not producing CRA water from other properties in Pecos County for sale due to termination of all such agreements or failure of STW to enter into such agreements regarding other properties in Pecos County within ten (10) years from the Effective Date of this AGREEMENT.   b.  COFS shall manage well maintenance and production operations for all CRA water produced within Pecos County under the direction of STW. STW shall pay COFS for its reasonable costs incurred to manage such well maintenance and production operations.   c.  STW shall conduct all necessary storage, holding, and treatment of CRA water produced from the Property and from other properties within Pecos County, as set forth in Subsection (a) of this section, within the boundaries of Pecos County.   17.  Authorized 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.   18.  Venue. 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.   19.  Authority. The Parties executing this AGREEMENT represent that they have full and actual authority to sign and to be bound by this AGREEMENT.   20.  Taxes and Fees. STW shall pay all taxes, fees, assessments, and costs associated with the rights, pumping, and use of the CRA water from the Property and other properties in Pecos County. COFS shall bear and pay any ad valorem taxes assessed directly against COFS' royalty, any federal or state income taxes payable on the royalty and on the other compensation payable to COFS under this AGREEMENT, and taxes assessed on COFS' ownership of the surface of the Property and other minerals not conveyed under this AGREEMENT.   21.  Governmental Authority. STW shall be responsible for obtaining any approval required from any applicable governmental authority with jurisdiction over the activities under this AGREEMENT. COFS shall assist STW with any documentation needed to obtain the necessary approvals required.\n\n  -6-\n\n\n\n\n\n    22.  Force Majeure. If a Party is rendered unable, wholly or in part, to carry out any of its obligations under the Agreement, other than an obligation to pay money, as a result of Force Majeure, then its obligations shall be suspended, to the extent affected by such Force Majeure, during the continuance of any inability so caused, provided that notice of the Force Majeure is provided to the other Party as soon as reasonably practicable. The Party claiming the Force Majeure shall use due diligence to resume performance at the earliest practicable time, and such suspension shall not extend for a period longer than twenty-four (24) months from the date notice of the Force Majeure is provided without payment as set forth under Section 15(a) of this AGREEMENT by STW, or the option to terminate this AGREEMENT by STW if COFS is the party asserting the Force Majeure.   23.  Notice of Breach. In the event of default by any Party, a non-defaulting party may give the defaulting party written notice specifying the default. If the defaulting party fails to fully cure any monetary default that can be cured by payment within sixty (60) days after receipt of the notice, or fails to commence the curing of any default specified in such notice that is other than a monetary default within sixty (60) days from the date of the notice provided, then the non-defaulting party may pursue all legal or equitable remedies against the defaulting party.   24.  Notices. Service of all notices under this AGREEMENT shall be sufficient when hand- delivered or sent by certified mail to the respective address set forth below, unless notice is provided by a Party under this section to the other Party indicating a change to the address listed herein. Any such notice mailed to such address shall be effective when hand- delivered, deposited in the United States mail, certified, duly addressed, and with postage prepaid or national overnight courier.     STW: STW Resources Attn: Stanley Weiner 3424 South County Road 1192 Midland, Texas 70706     COFS: City of Fort Stockton Attn: City Manager 121 W. 2nd Street Fort Stockton, Texas 79735   25.  Indemnification. The Parties shall indemnify, hold harmless, and defend each other, their heirs, successors, and assigns, from and against any and all losses, liabilities, damages, costs, attorney's fees, expenses, causes of action, suits, claims, and judgments of any kind or  character for injury to person or property arising in whole or in part out of the responsibilities set forth in this AGREEMENT, whether due to the negligence of a Party or otherwise.   26.  Waiver. The failure on the part of either Party to require performance by the other of any portion of this AGREEMENT shall not be deemed a waiver of, or in any way affect that Party's rights to enforce such provision.   Any waiver by either Party or any provision of this AGREEMENT shall not be a waiver of any other provision hereof.   27.  Severability. The invalidity or unenforceability of any provision of this AGREEMENT shall not affect the validity or enforceability of any other provision of this AGREEMENT. The provisions of Section 16 are severable from the provisions of the AGREEMENT related to the Property, and shall remain in full force in effect upon termination of the provisions related only to the Property.   28.  Binding Effect. The AGREEMENT shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.\n\n  -7-\n\n\n\n\n\n    29.  No Partnership, Agency, or Third Party Beneficiaries Intended. Nothing in this AGREEMENT will be construed as creating any form of partnership or joint venture relationship between the Parties, nor shall any party be authorized to act as an agent for any other party. Nothing in this AGREEMENT shall be construed to confer any right, privilege or benefit on, or to otherwise create any vested right or third-party beneficiary relationship with any person or entity not a party to the AGREEMENT, unless otherwise provided in this AGREEMENT.   30.  Authority. Each of the persons signing on behalf of the Parties hereby confirm that they have the authority to execute this AGREEMENT on behalf of the Party indicated by their signature and have the authority to bind such Party hereto.   31.  Further Assurances. STW and COFS shall take all further actions and shall execute and deliver to the other any other document or instrument which is necessary to fully carry out the transactions evidenced by this AGREEMENT. STW and COFS shall cooperate with each other and act in good faith to accomplish the purposes of this AGREEMENT.   32.  Compliance with Laws. The Parties agree that each Party will comply with all applicable federal, state, and local laws and any applicable ordinances, rules, orders, and regulations of any of the authorities having jurisdiction in carrying out its duties and obligations hereunder. However, nothing contained in this AGREEMENT shall be construed as a waiver of any right to question or contest any law, ordinance, order, rule, or regulation in any forum having jurisdiction.   33.  Entire Agreement. This AGREEMENT contains the entire agreement between the Parties and any agreement not contained herein shall not be recognized by the parties. The captions used herein are for convenience only and shall not be used to construe this AGREEMENT.   34.  Counterparts. This AGREEMENT may be executed by the parties in any number of counterparts, each of which when so executed and delivered shall be deemed an original instrument, but all such counterparts together shall constitute but one and the same instrument.\n\n  (Signature Pages Follow)\n\n  -8-\n\n\n\n\n\n    CITY OF FORT STOCKTON:\n\n  CITY OF FORT STOCKTON\n\nBy: _                                        (Printed Name) Title:   Date:\n\n\n\n  STATE OF TEXAS                                           \u00a7 COUNTY OF PECOS                                           \u00a7\n\nThis instrument was acknowledged before me on the                                                                                         day of , 2014, by Raul B. Rodriguez, City Manager of the City of Fort Stockton.\n\n\n\n  Notary Public, State of Texas My Commission Expires\n\n  -9-\n\n\n\n\n\n    STW RESOURCES HOLDING CORP.:\n\n  STW Resources Holding Corp.\n\n  By: _ Stanley T. Weiner\n\nTitle: CEO Date:\n\n\n\n  STATE OF TEXAS                                           \u00a7 COUNTY OF                                         \u00a7\n\n  This instrument was acknowledged before me on the                                                                                         day of , 2014, by Stanley T. Weiner, CEO of STW Resources Holding Corp.\n\n\n\n  Notary Public, State of Texas My Commission Expires"}]}, {"title": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "DEVELOPMENT AND OPTION AGREEMENT", "answer_start": 4709}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Harpoon", "answer_start": 1345}, {"text": "AbbVie", "answer_start": 839}, {"text": "AbbVie Biotechnology Ltd", "answer_start": 4964}, {"text": "Harpoon Therapeutics, Inc.", "answer_start": 4896}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "November 20, 2019", "answer_start": 343}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "November 20, 2019", "answer_start": 343}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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\").", "answer_start": 210365}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 233345}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 103821}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [{"text": "Effective upon the date that AbbVie commences performing Initial Development Activities pursuant to Section 3.1.2, Harpoon (on behalf of itself and its Affiliates) shall grant and hereby grants AbbVie a co- exclusive (with Harpoon), royalty-free license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, solely to the extent necessary for AbbVie to conduct Initial Development Activities assumed by AbbVie in accordance with Section 3.1.2 (if any).", "answer_start": 96452}, {"text": "Upon the [***], Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie a co-exclusive (with Harpoon), royalty-free (subject to [***] [***]) license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know- How, to Develop and Manufacture the Licensed Compounds and Licensed Products solely to the extent necessary for AbbVie to perform [***].", "answer_start": 97045}, {"text": "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\").", "answer_start": 69281}, {"text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:\n\n(a) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license (or sublicense), with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory;\n\n(b) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.3, under the Regulatory Approvals and any other Regulatory Documentation that Harpoon or its Affiliates may Control with respect to the Licensed Compounds or Licensed Products solely for purposes of Exploiting the Licensed Compounds and Licensed Products in the Field in the Territory.", "answer_start": 97757}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 213706}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [{"text": "If AbbVie does not provide a License Option Exercise Notice within the License Option Period, then (a) Harpoon shall have no further obligations to perform any Initial Development Activities, (b) AbbVie's License Option shall expire, and this Agreement shall terminate in accordance with Section 12.1.1, and (c) AbbVie shall have no further rights in connection with Licensed Compounds of the Licensed Products.", "answer_start": 69892}, {"text": "If AbbVie [***] and does not subsequently exercise the License Option, then AbbVie shall [***].", "answer_start": 73018}, {"text": "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\").", "answer_start": 69281}, {"text": "The Parties shall each, as soon as practicable after the date of Harpoon's receipt of the License Option Exercise Notice, file or cause to be filed with the U.S. Federal Trade Commission and the U.S. Department of Justice and any relevant foreign governmental authority any such notifications.", "answer_start": 71199}, {"text": "AbbVie shall have the right to exercise its License Option by providing written notice of such election to Harpoon (\"License Option Exercise Notice\") at any time on or after the Effective Date and on or prior to the date that is [***] from AbbVie's receipt of the Opt-In Development Report containing all items required pursuant to Section 1.112, as such period may be extended pursuant to Section 3.2.1 (the \"License Option Period\").", "answer_start": 69457}, {"text": "If Harpoon decides not to prepare, file, prosecute, or maintain a Harpoon Patent or Joint Patent in a country or other jurisdiction in the Territory, Harpoon shall provide reasonable prior written notice to AbbVie of such intention (which notice shall, in any event, be given no later than [***] prior to the next deadline for any action that may be taken with respect to such Harpoon Patent or Joint Patent in such country or other jurisdiction), AbbVie shall thereupon have the option, in its sole discretion, to assume the control and direction of the preparation, filing, prosecution, and maintenance of such Harpoon Patent or Joint Patent at its expense in such country or other jurisdiction.", "answer_start": 134017}, {"text": "If AbbVie decides not to prepare, file, prosecute, or maintain a Product-Specific Patent or Joint Patent in a country or other jurisdiction in the Territory, AbbVie shall provide reasonable prior written notice to Harpoon of such intention (which notice shall, in any event, be given no later than [***] prior to the next deadline for any action that may be taken with respect to such Product-Specific Patent or Joint Patent in such country or other jurisdiction), and Harpoon shall thereupon have the option, in its sole discretion, to assume the control and direction of the preparation, filing, prosecution, and maintenance of such Product-Specific Patent or Joint Patent at its sole cost and expense in such country or other jurisdiction.", "answer_start": 135794}, {"text": "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.", "answer_start": 106818}, {"text": "If AbbVie notifies Harpoon in writing within [***] after receipt of such copy that AbbVie wishes to receive a license or sublicense (as applicable) under, and be subject to the rights and obligations of, the Proposed Future In-Licensed Rights as they apply to AbbVie and this Agreement, then the Proposed Future In-Licensed Rights shall automatically be included in the Harpoon Patents and/or Harpoon Know-How (as applicable) hereunder and AbbVie agrees to abide by all applicable terms and conditions of such license, sublicense or other agreement, as it relates to AbbVie and this Agreement, including payment of any financial obligations based upon AbbVie's practice of such intellectual property rights.", "answer_start": 108029}, {"text": "If AbbVie provides the License Option Exercise Notice during the License Option Period, upon AbbVie's request, the Parties shall work together in good faith to conduct an analysis of whether any filings or notifications are or may be required to be filed under the HSR Act (the \"HSR Filing\") or any similar applicable foreign law or regulation in connection with AbbVie's exercise of the License Option.", "answer_start": 70795}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": false}, {"answers": [{"text": "Notwithstanding the provisions of Section 5.8, if, during the Term, (a) Harpoon or any of its Affiliates acquires, as the result of an Acquisition, rights to a Competing Product, such Acquisition, and the development, manufacture or commercialization of such Competing Product thereafter, shall not constitute a breach of Section 5.8 if Harpoon or such Affiliate, as applicable, [***]; or (b) Harpoon undergoes a Change in Control and the relevant acquirer is either then commercializing a Competing Product, or has in development any Competing Product, such Change in Control, and the commercialization (or development and subsequent commercialization, if such Competing Product receives Regulatory Approval) of such Competing Product by such relevant acquirer or any of its Affiliates, shall not constitute a breach of Section 5.8; provided that such (x) acquirer Segregates the Competing Product and (y) AbbVie shall have the right, in its sole and absolute discretion, by written notice delivered to Harpoon (or its successor) at any time during the [***] following the written notice contemplated by Section 13.2.1, to (i) terminate any or all provisions of this Agreement providing for any delivery by AbbVie to Harpoon of Confidential Information of AbbVie relating to activities contemplated by this Agreement, save only for (A) Article 6, (B) information regarding sublicenses pursuant to Section 5.3, (C) information regarding the prosecution, enforcement, defense, litigation, infringement and licensing of Patents pursuant to (1) Sections 7.2.1, 7.2.3, 7.3.1, 7.3.5, 7.4, and 7.5.2, (2) solely with respect to Joint Patents, Sections 7.2.2, 7.3.2, and 7.5.3, and (3) solely with respect to Joint Patents and Harpoon Patents, Sections 7.3.4 and 7.5.1, (D) notice of any license pursuant to Section 5.9.2, (E) safety data pursuant to Section 8.1, (F) proposed disclosures pursuant to Section 9.5, (G) communications under Section 11.4 and (H) notices pursuant to Sections 11.3 and 13.1; and (ii) disband the JGC and terminate its activities, in which case the provisions set forth in the last sentence of Section 2.3 shall apply.", "answer_start": 104341}, {"text": "Harpoon (or its successor) shall provide AbbVie with written notice of any Change in Control of Harpoon or Acquisition by Harpoon within [***] following the closing date of such transaction.", "answer_start": 229512}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "AbbVie may use one (1) or more of its Affiliates to perform its obligations and duties hereunder and such AbbVie Affiliates are expressly granted certain rights herein; provided that each such Affiliate shall be bound by the corresponding obligations of AbbVie and, subject to an assignment to such Affiliate pursuant to Section 13.4, AbbVie shall remain liable hereunder for the prompt payment and performance of all their respective obligations hereunder.", "answer_start": 245445}, {"text": "Any attempted assignment or delegation in violation of this Section 13.4 shall be void and of no effect.", "answer_start": 231266}, {"text": "Without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed, neither Party shall sell, transfer, assign, delegate, pledge, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided that either Party may make such an assignment without the other Party's consent to its Affiliate or to a successor, whether in a merger, sale of stock, sale of assets or any other transaction, of the business to which this Agreement relates.", "answer_start": 230505}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "AbbVie shall pay to Harpoon the royalty amounts due with respect to a given [***] within [***] after the end of such [***].", "answer_start": 117716}, {"text": "As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.5.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product- by-Licensed Product basis, AbbVie shall pay to Harpoon a royalty on Net Sales of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates:\n\nNet Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nWith respect to each Licensed Product in each country or other jurisdiction in the Territory, [***].", "answer_start": 112888}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [{"text": "For clarity, if AbbVie does not exercise its License Option, Harpoon retains all rights under Harpoon's interests in the Joint Patents and the Joint Know-How, if any, to Exploit the Licensed Compounds and Licensed Products in its sole discretion without duty to account to AbbVie in connection with such use or Exploitation.", "answer_start": 102405}, {"text": "Each Party will promptly disclose to the other Party in writing, the conception, discovery, development or making of any Joint Know-How or Joint Patents by Persons who perform activities for it under this Agreement. Each Party will execute and record assignments and other necessary documents consistent with such ownership promptly upon request.", "answer_start": 131906}, {"text": "Subject to the licenses and rights of reference granted under Sections 5.1 and 5.2 and, in the case of Harpoon, its exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent from or accounting to the other Party.", "answer_start": 130323}, {"text": "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\").", "answer_start": 129242}, {"text": "Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents.", "answer_start": 130081}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 99111}, {"text": "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\").", "answer_start": 69281}, {"text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:\n\n(a) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license (or sublicense), with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory;\n\n(b) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.3, under the Regulatory Approvals and any other Regulatory Documentation that Harpoon or its Affiliates may Control with respect to the Licensed Compounds or Licensed Products solely for purposes of Exploiting the Licensed Compounds and Licensed Products in the Field in the Territory.", "answer_start": 97757}, {"text": "Upon the [***], Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie a co-exclusive (with Harpoon), royalty-free (subject to [***] [***]) license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know- How, to Develop and Manufacture the Licensed Compounds and Licensed Products solely to the extent necessary for AbbVie to perform [***].", "answer_start": 97045}, {"text": "Notwithstanding the foregoing, to the extent required by Applicable Law in a country or other jurisdiction in the Territory, the promotional materials, packaging, and Product Labeling for the Licensed Products used by AbbVie and its Affiliates in connection with the Licensed Products in such country or other jurisdiction shall contain (a) the corporate name of Harpoon (and to the extent required, Harpoon grants AbbVie a license, with the right to sublicense, to use the same solely for such purpose), and (b) the logo and corporate name of the manufacturer (if other than AbbVie or an Affiliate).", "answer_start": 90309}, {"text": "Effective upon the date that AbbVie commences performing Initial Development Activities pursuant to Section 3.1.2, Harpoon (on behalf of itself and its Affiliates) shall grant and hereby grants AbbVie a co- exclusive (with Harpoon), royalty-free license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, solely to the extent necessary for AbbVie to conduct Initial Development Activities assumed by AbbVie in accordance with Section 3.1.2 (if any).", "answer_start": 96452}, {"text": "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.", "answer_start": 220793}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 99111}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 99111}, {"text": "\"Harpoon Patents\" means all of the Patents that are (a) Controlled by Harpoon or any of its Affiliates as of the Effective Date or at any time during the Term and (b) necessary or reasonably useful (or, with respect to Patent applications, would be necessary or reasonably useful if such Patent applications were to issue as Patents) for the Exploitation of any Licensed Compound or any Licensed Product, but excluding Joint Patents. The Harpoon Patents include the Existing Patents.", "answer_start": 25931}, {"text": "Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:\n\n(a) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license (or sublicense), with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory;\n\n(b) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.3, under the Regulatory Approvals and any other Regulatory Documentation that Harpoon or its Affiliates may Control with respect to the Licensed Compounds or Licensed Products solely for purposes of Exploiting the Licensed Compounds and Licensed Products in the Field in the Territory.", "answer_start": 97757}, {"text": "Upon the [***], Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie a co-exclusive (with Harpoon), royalty-free (subject to [***] [***]) license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know- How, to Develop and Manufacture the Licensed Compounds and Licensed Products solely to the extent necessary for AbbVie to perform [***].", "answer_start": 97045}, {"text": "\"AbbVie Know-How\" means all Information that is (a) Controlled by AbbVie or any of its Affiliates during the Term, (b) developed or acquired by AbbVie or any of its Affiliates during the Term as a result of performance under this Agreement, (c) not generally known and (d) necessary or reasonably useful for the Exploitation of the Licensed Compound or a Licensed Product, but excluding any Joint Know-How or Information published in any AbbVie Patents or Joint Patents.", "answer_start": 6482}, {"text": "Effective upon the date that AbbVie commences performing Initial Development Activities pursuant to Section 3.1.2, Harpoon (on behalf of itself and its Affiliates) shall grant and hereby grants AbbVie a co- exclusive (with Harpoon), royalty-free license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, solely to the extent necessary for AbbVie to conduct Initial Development Activities assumed by AbbVie in accordance with Section 3.1.2 (if any).", "answer_start": 96452}, {"text": "patent applications were to issue as patents) for the Exploitation of the Licensed Compound or a Licensed Product, but excluding any Joint Patents.", "answer_start": 7422}, {"text": "\"AbbVie Patents\" means all of the Patents that (a) are Controlled by AbbVie or any of its Affiliates during the Term, (b) claim inventions made or conceived by or on behalf of AbbVie or any of its Affiliates during the Term as a result of performance under this Agreement, and (c) are necessary or reasonably useful (or, with respect to patent applications, would be necessary or reasonably useful if such", "answer_start": 6958}, {"text": "\"Harpoon Know-How\" means all Information that is (a) Controlled by Harpoon or any of its Affiliates as of the Effective Date or at any time during the Term, (b) not generally known and (c) necessary or reasonably useful for the Exploitation of any Licensed Compound or any Licensed Product, but excluding any Joint Know-How or Information published in any (i) Harpoon Patents or (ii) Joint Patents.", "answer_start": 25526}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 99680}, {"text": "AbbVie shall have the right, in its sole discretion, to appoint its Affiliates, and AbbVie and its Affiliates shall have the right, in their sole discretion, to appoint any other Persons, in the Territory or in any country or other jurisdiction of the Territory, to distribute, market, and sell the Licensed Products.", "answer_start": 100390}, {"text": "For purposes of clarity, AbbVie and its Affiliates shall have the right, in their sole discretion, to co-promote the Licensed Products with any other Person(s), or to appoint one (1) or more Third Parties to promote the Licensed Products without AbbVie in all or any part of the Territory.", "answer_start": 101091}, {"text": "AbbVie may use one (1) or more of its Affiliates to perform its obligations and duties hereunder and such AbbVie Affiliates are expressly granted certain rights herein; provided that each such Affiliate shall be bound by the corresponding obligations of AbbVie and, subject to an assignment to such Affiliate pursuant to Section 13.4, AbbVie shall remain liable hereunder for the prompt payment and performance of all their respective obligations hereunder.", "answer_start": 245445}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": false}, {"answers": [], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 210773}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": false}, {"answers": [], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "If AbbVie terminates this Agreement with respect to a country or other jurisdiction, or in its entirety pursuant to Section 12.3, AbbVie shall have the right for at least [***] and no more than [***], which period shall be determined by Harpoon in its sole discretion, after the effective date of such termination with respect to such country or other jurisdiction to sell or otherwise dispose of all Licensed Compound or Licensed Product then in its inventory and any in-progress inventory, in each case that is intended for sale or disposition in such country or other jurisdiction, as though this Agreement had not terminated with respect to such country or other jurisdiction, and such sale or disposition shall not constitute infringement of Harpoon's or its Affiliates' Patent or other intellectual property or other proprietary rights.", "answer_start": 226926}, {"text": "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.", "answer_start": 209764}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "At the request of Harpoon, AbbVie shall permit an independent public accounting firm of nationally recognized standing designated by Harpoon and reasonably acceptable to AbbVie, [***], to audit the books and records maintained pursuant to this Section 6.11 to ensure the accuracy of all reports and payments made hereunder, including any permitted deductions from Net Sales pursuant to Section 1.108.", "answer_start": 124334}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [{"text": "EXCEPT (A) FOR FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (B) FOR A PARTY'S BREACH OF ITS OBLIGATIONS UNDER [ARTICLE 9 OR SECTION 5.8], (C) AS PROVIDED UNDER [***] AND (D) 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 11, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE IN CONNECTION WITH OR ARISING IN ANY WAY OUT OF THE TERMS OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE USE OF THE LICENSED COMPOUNDS OR LICENSED PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "answer_start": 207487}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": false}, {"answers": [{"text": "EXCEPT (A) FOR FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (B) FOR A PARTY'S BREACH OF ITS OBLIGATIONS UNDER [ARTICLE 9 OR SECTION 5.8], (C) AS PROVIDED UNDER [***] AND (D) 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 11, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE IN CONNECTION WITH OR ARISING IN ANY WAY OUT OF THE TERMS OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE USE OF THE LICENSED COMPOUNDS OR LICENSED PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "answer_start": 207487}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "Upon request by a Party, the other Party shall provide Certificates of Insurance evidencing compliance with this Section. 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.", "answer_start": 209642}, {"text": "The types of insurance, and minimum limits shall be:\n\n(a) Worker's Compensation with statutory limits in compliance with the Worker's Compensation laws of the state or states in which the Party has employees in the United States (excluding Puerto Rico).\n\n(b) Employer's Liability coverage with a minimum limit of [***] provided that a Party has employees in the United States (excluding Puerto Rico).", "answer_start": 208895}, {"text": "Each Party shall obtain and carry in full force and effect the minimum insurance requirements set forth herein.", "answer_start": 208377}, {"text": "(c) General Liability Insurance with a minimum limit of [***] and [***] in the aggregate. General Liability Insurance shall include Clinical Trial Insurance. The limits may be met with a combination of primary and commercial umbrella insurance.", "answer_start": 209362}, {"text": "Such insurance (a) shall be primary insurance with respect to each Party's own participation under this Agreement, (b) shall be issued by a recognized insurer rated by A.M. Best \"A-VII\" (or its equivalent) or better, or an insurer pre- approved in writing by the other Party, and (c) shall list the other Party as an additional insured under the General Liability Policy.", "answer_start": 208489}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 89895}], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.18 Confidential EXECUTION COPY\n\nCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.\n\nDEVELOPMENT AND OPTION AGREEMENT\n\nbetween\n\nHARPOON THERAPEUTICS, INC.\n\nand\n\nABBVIE BIOTECHNOLOGY LTD\n\nDated as of November 20, 2019\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nTABLE OF CONTENTS\n\nARTICLE 1 DEFINITIONS 1\n\nARTICLE 2 COLLABORATION MANAGEMENT\n\n18\n\n2.1 Joint Governance Committee. 18 2.2 General Provisions Applicable to the JGC. 19 2.3 Discontinuation of the JGC. 20 2.4 Interactions Between the JGC and Internal Teams. 20 2.5 CMC Working Group. 21 2.6 Working Groups. 21 2.7 Expenses. 21\n\nARTICLE 3 DEVELOPMENT AND REGULATORY\n\n21\n\n3.1 Initial Development Plan and Activities. 21 3.2 AbbVie Option. 24 3.3 [***]. 25 3.4 Post-Exercise Development Activities. 26 3.5 Supply of Technology for Development Purposes. 27 3.6 Expenses and Invoicing. 27 3.7 Subcontracting. 28 3.8 Regulatory Matters. 28\n\nARTICLE 4 COMMERCIALIZATION 30\n\n4.1 In General. 30 4.2 Commercialization Diligence. 30 4.3 Booking of Sales; Distribution. 31 4.4 Product Trademarks. 31 4.5 Commercial Supply of Licensed Compounds or Licensed Products. 31\n\nARTICLE 5 GRANT OF RIGHTS\n\n33\n\n5.1 Grants to AbbVie. 33 5.2 Grants to Harpoon. 34 5.3 Sublicenses. 34 5.4 Distributorships. 34 5.5 Co-Promotion Rights. 34 5.6 Retention of Rights. 34 5.7 Confirmatory Patent License. 35 5.8 Exclusivity with Respect to the Territory. 35 5.9 In-License Agreements. 35\n\nARTICLE 6 PAYMENTS AND RECORDS\n\n36\n\n6.1 Upfront Payment. 36 6.2 Development and Regulatory Milestones. 36 6.3 First Commercial Sales Milestones. 37 6.4 Sales-Based Milestones. 37 6.5 Royalties. 38 6.6 Royalty Payments and Reports. 39 6.7 Mode of Payment; Offsets. 40 6.8 Withholding Taxes. 40\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n6.9 Indirect Taxes. 40 6.10 Interest on Late Payments. 41 6.11 Audit. 41 6.12 Audit Dispute. 41 6.13 Confidentiality. 41 6.14 [***] 41 6.15 No Other Compensation. 42\n\nARTICLE 7 INTELLECTUAL PROPERTY\n\n42\n\n7.1 Ownership of Intellectual Property. 42 7.2 Maintenance and Prosecution of Patents. 43 7.3 Enforcement of Patents. 45 7.4 Infringement Claims by Third Parties. 48 7.5 Invalidity or Unenforceability Defenses or Actions. 48 7.6 Product Trademarks. 49 7.7 International Nonproprietary Name. 50 7.8 Inventor's Remuneration. 50 7.9 Common Interest. 50\n\nARTICLE 8 PHARMACOVIGILANCE AND SAFETY\n\n50\n\n8.1 Pharmacovigilance. 50 8.2 Global Safety Database. 50\n\nARTICLE 9 CONFIDENTIALITY AND NON- DISCLOSURE\n\n51\n\n9.1 Product Information. 51 9.2 Confidentiality Obligations. 51 9.3 Permitted Disclosures. 52 9.4 Use of Name. 53 9.5 Public Announcements. 53 9.6 Publications. 54 9.7 Return of Confidential Information. 54 9.8 Survival. 54\n\nARTICLE 10 REPRESENTATIONS AND WARRANTIES\n\n55\n\n10.1 Mutual Representations and Warranties. 55 10.2 Additional Representations and Warranties of Harpoon. 55 10.3 Covenants of Harpoon. 58 10.4 Covenants of AbbVie. 58 10.5 DISCLAIMER OF WARRANTIES. 59\n\nARTICLE 11 INDEMNITY 60\n\n11.1 Indemnification of Harpoon. 60 11.2 Indemnification of AbbVie. 60 11.3 Notice of Claim. 60 11.4 Control of Defense. 61 11.5 Special, Indirect, and Other Losses. 61 11.6 Insurance. 61\n\nARTICLE 12 TERM AND TERMINATION\n\n62\n\n12.1 Term. 62\n\n- ii -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n12.2 Termination for Material Breach. 62 12.3 Additional Termination Rights by AbbVie. 63 12.4 Termination for Insolvency. 63 12.5 Rights in Bankruptcy. 63 12.6 Termination in Entirety. 63 12.7 Reversion of Harpoon Products. 66 12.8 Termination of Terminated Territory. 67 12.9 Remedies. 67 12.10 Accrued Rights; Surviving Obligations. 67\n\nARTICLE 13 MISCELLANEOUS 68\n\n13.1 Force Majeure. 68 13.2 Change in Control of Harpoon. 68 13.3 Export Control. 69 13.4 Assignment. 69 13.5 Severability. 70 13.6 Governing Law, Jurisdiction and Service. 70 13.7 Dispute Resolution. 70 13.8 Notices. 71 13.9 Entire Agreement; Amendments. 72 13.10 English Language. 72 13.11 Equitable Relief. 72 13.12 Waiver and Non-Exclusion of Remedies. 72 13.13 No Benefit to Third Parties. 72 13.14 Further Assurance. 73 13.15 Relationship of the Parties. 73 13.16 Performance by Affiliates. 73 13.17 Counterparts; Facsimile Execution. 73 13.18 References. 73 13.19 Schedules. 73 13.20 Construction. 73 SCHEDULES Schedule 1.84 Initial Development Plan Schedule 1.99 Licensed Compound Schedule 3.7 Pre-Approved Third Party Providers Schedule 10.2 Disclosure Schedules Schedule 10.2.1 Existing Patents Schedule 13.7.3 Arbitration\n\n- iii -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nDEVELOPMENT AND OPTION AGREEMENT\n\nThis Development and Option Agreement (the \"Agreement\") is made and entered into effective as of November 20, 2019 (the \"Effective Date\") by and between Harpoon Therapeutics, Inc., a Delaware corporation (\"Harpoon\"), and AbbVie Biotechnology Ltd, a Bermuda corporation (\"AbbVie\"). Harpoon and AbbVie are sometimes referred to herein individually as a \"Party\" and collectively as the \"Parties.\"\n\nRECITALS\n\nWHEREAS, Harpoon Controls (as defined herein) certain intellectual property rights with respect to the Licensed Compound (as defined herein) and Licensed Products (as defined herein) in the Territory (as defined herein); and\n\nWHEREAS, Harpoon wishes to grant an option to a license to AbbVie, and AbbVie wishes to take, such option to a license under such intellectual property rights to develop and commercialize Licensed Products in the Territory, in each case in accordance with the terms and conditions set forth below.\n\nNOW, THEREFORE, in consideration of the premises and the mutual promises and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows:\n\nARTICLE 1 DEFINITIONS\n\nUnless otherwise specifically provided herein, the following terms shall have the following meanings:\n\n1.1 \"AbbVie\" has the meaning set forth in the preamble hereto.\n\n1.2 [***] has the meaning set forth in [***]\n\n1.3 [***] has the meaning set forth in [***].\n\n1.4 [***] has the meaning set forth in [***]\n\n1.5 [***] has the meaning set forth in [***].\n\n1.6 \"AbbVie [***] Rights\" has the meaning set forth in Section 5.9.2.\n\n1.7 \"AbbVie Indemnitees\" has the meaning set forth in Section 11.2.\n\n1.8 \"AbbVie Know-How\" means all Information that is (a) Controlled by AbbVie or any of its Affiliates during the Term, (b) developed or acquired by AbbVie or any of its Affiliates during the Term as a result of performance under this Agreement, (c) not generally known and (d) necessary or reasonably useful for the Exploitation of the Licensed Compound or a Licensed Product, but excluding any Joint Know-How or Information published in any AbbVie Patents or Joint Patents.\n\n1.9 \"AbbVie Patents\" means all of the Patents that (a) are Controlled by AbbVie or any of its Affiliates during the Term, (b) claim inventions made or conceived by or on behalf of AbbVie or any of its Affiliates during the Term as a result of performance under this Agreement, and (c) are necessary or reasonably useful (or, with respect to patent applications, would be necessary or reasonably useful if such\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\npatent applications were to issue as patents) for the Exploitation of the Licensed Compound or a Licensed Product, but excluding any Joint Patents.\n\n1.10 \"AbbVie Reversion IP\" has the meaning set forth in Section 12.7.1.\n\n1.11 \"AbbVie Withholding Tax Action\" has the meaning set forth in Section 6.8.2.\n\n1.12 \"Acceptance\" means, with respect to a Drug Approval Application, receipt of written notice from the applicable Regulatory Authority indicating that such Drug Approval Application has been accepted for filing and further review.\n\n1.13 \"Accounting Standards\" means, with respect to a Party, that such Party shall maintain records and books of accounts in accordance with United States Generally Accepted Accounting Principles.\n\n1.14 \"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.\n\n1.15 \"Adverse Ruling\" has the meaning set forth in Section 12.2.1.\n\n1.16 \"Affiliate\" means, with respect to a Party, any Person that, directly or indirectly, through one (1) or more intermediaries, controls, is controlled by or is under common control with such Party. For purposes of this definition, \"control\" and, with correlative meanings, the terms \"controlled by\" and \"under common control with\" means (a) the possession, directly or indirectly, of the power to direct the management or policies of a Person, whether through the ownership of voting securities, by contract relating to voting rights or corporate governance, or otherwise; or (b) the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or other ownership interest of a Person (or, with respect to a limited partnership or other similar entity, its general partner or controlling entity). The Parties acknowledge that in the case of certain entities organized under the laws of certain countries outside of the United States, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent (50%), and that in such case such lower percentage shall be substituted in the preceding sentence, provided that such foreign investor has the power to direct the management or policies of such entity.\n\n1.17  \"Agreement\" has the meaning set forth in the preamble hereto.\n\n1.18 \"Alliance Manager\" has the meaning set forth in Section 2.2.5.\n\n1.19 \"Applicable Law\" means federal, state, local, national and supra-national laws, statutes, rules, and regulations, including any rules, regulations, regulatory guidelines, or other requirements of the Regulatory Authorities, major national securities exchanges or major securities listing organizations, that may be in effect from time to time during the Term and applicable to a particular activity or country or other jurisdiction hereunder.\n\n1.20 \"Audit Expert\" has the meaning set forth in Section 6.12.\n\n1.21 \"Bankruptcy Code\" has the meaning set forth in Section 12.5.1.\n\n1.22 \"BCMA\" means that specific protein known as B-cell maturation antigen or tumor necrosis factor receptor superfamily member 17 (TNFRSF17) or CD269 in addition to any other known aliases [***].\n\n- 2 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n1.23 \"Biosimilar Application\" has the meaning set forth in Section 7.3.3.\n\n1.24 \"Biosimilar Product\" means, with respect to a particular Licensed Product in a particular country, a biologic product that is (a) substantially similar to or interchangeable with such Licensed Product, such that the application for a BLA for such biologic product submitted to the applicable Regulatory Authority relies in whole or in part on a prior BLA granted to such Licensed Product (including any application for such biological product submitted under Section 351(k) of the PHSA or successor law, or other analogous Applicable Law, citing the Licensed Product as the reference product), or (b) determined by the applicable Regulatory Authority to be interchangeable with such Licensed Product, as set forth at 42 U.S.C. \u00a7 262(k)(4) or successor law, or other analogous Applicable Law outside of the United States. A biological product licensed under the same BLA as the Licensed Product will not constitute a Biosimilar Product.\n\n1.25 \"BLA\" has the meaning set forth in the definition of \"Drug Approval Application.\"\n\n1.26 \"Board of Directors\" has the meaning set forth in the definition of \"Change in Control.\"\n\n1.27 \"Breaching Party\" has the meaning set forth in Section 12.2.1.\n\n1.28 \"Business Day\" means a day other than a Saturday or Sunday on which banking institutions in New York, New York are open for business.\n\n1.29 \"Calendar Quarter\" means each successive period of three (3) calendar months commencing on January 1, April 1, July 1 and October 1, except that the first Calendar Quarter of the Term shall commence on the Effective Date and end on the day immediately prior to the first to occur of January 1, April 1, July 1 or October 1 after the Effective Date, and the last Calendar Quarter shall end on the last day of the Term.\n\n1.30 \"Calendar Year\" means each successive period of twelve (12) calendar months commencing on January 1 and ending on December 31, except that the first Calendar Year of the Term shall commence on the Effective Date and end on December 31 of the year in which the Effective Date occurs and the last Calendar Year of the Term shall commence on January 1 of the year in which the Term ends and end on the last day of the Term.\n\n1.31 \"Change in Control,\" with respect to a Party, shall be deemed to have occurred if any of the following occurs after the Effective Date:\n\n1.31.1 any \"person\" or \"group\" (as such terms are defined below) (a) is or becomes the \"beneficial owner\" (as defined below), directly or indirectly, of shares of capital stock or other interests (including partnership interests) of such Party then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of the directors, managers or similar supervisory positions (\"Voting Stock\") of such Party representing fifty percent (50%) or more of the total voting power of all outstanding classes of Voting Stock of such Party or (b) has the power, directly or indirectly, to elect a majority of the members of the Party's board of directors, or similar governing body (\"Board of Directors\"); excluding in each case (subclauses (a) and (b)) [***]; or\n\n1.31.2 such Party enters into a merger, consolidation or similar transaction with another Person (whether or not such Party is the surviving entity) and as a result of such merger, consolidation or similar transaction (a) the members of the Board of Directors of such Party immediately prior to such transaction constitute less than a majority of the members of the Board of Directors of such Party or such surviving Person immediately following such transaction or (b) the Persons that beneficially owned, directly\n\n- 3 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nor indirectly, the shares of Voting Stock of such Party immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of Voting Stock of such Party representing at least a majority of the total voting power of all outstanding classes of Voting Stock of the surviving Person in substantially the same proportions as their ownership of Voting Stock of such Party immediately prior to such transaction; or\n\n1.31.3 such Party sells or transfers to any Third Party, in one (1) or more related transactions, properties or assets representing all or substantially all of such Party's assets to which this Agreement relates; or\n\n1.31.4 the holders of capital stock of such Party approve a plan or proposal for the liquidation or dissolution of such Party.\n\nFor the purpose of this definition of Change in Control, (a) \"person\" and \"group\" have the meanings given such terms under Section 13(d) and 14(d) of the United States Securities Exchange Act of 1934 and the term \"group\" includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the said Act; (b) a \"beneficial owner\" shall be determined in accordance with Rule 13d-3 under the aforesaid Act; and (c) the terms \"beneficially owned\" and \"beneficially own\" shall have meanings correlative to that of \"beneficial owner.\"\n\n1.32 [***]\n\n1.33 \"Clinical Data\" means [***] Information with respect to any Licensed Compound or Licensed Product and made, collected, or otherwise generated under or in connection with Clinical Studies, including any data (including raw data), reports, and results with respect thereto.\n\n1.34 \"Clinical Studies\" means Phase 0, Phase I, Phase II, Phase III, and such other tests and studies in human subjects that are required by Applicable Law, or otherwise recommended by the Regulatory Authorities, to obtain or maintain Regulatory Approvals for a Licensed Product for one (1) or more indications, including tests or studies that are intended to expand the Product Labeling for such Licensed Product with respect to such indication.\n\n1.35 \"CMC\" has the meaning set forth in the definition of \"Initial Development Plan.\"\n\n1.36 \"CMC Working Group\" has the meaning set forth in Section 2.5.\n\n1.37 \"Combination Product\" means a Licensed Product that is: (a) sold in the form of a combination product containing both a Licensed Compound and one (1) or more other therapeutically active pharmaceutical or biologic products; or (b) sold in a form that contains (or is sold bundled with) any (i) diagnostic product or (ii) other product that is administered separately from the Licensed Product, in both cases (subclauses (a) and (b)) sold as a unit at a single price and excluding any Delivery System.\n\n1.38 \"Commercialization\" means any and all activities directed to the preparation for sale of, offering for sale of, or sale of a Licensed Compound or Licensed Product, including activities related to marketing, promoting, distributing, importing and exporting such Licensed Compound or Licensed Product, and interacting with Regulatory Authorities regarding any of the foregoing. When used as a verb, \"to Commercialize\" and \"Commercializing\" means to engage in Commercialization, and \"Commercialized\" has a corresponding meaning.\n\n1.39 \"Commercially Reasonable Efforts\" means with respect to [***].\n\n- 4 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n1.40 [***]\n\n1.41 \"Competitor\" means any Person that [***], or (b) that [***].\n\n1.42 \"Confidential Information\" means any Information provided orally, visually, in writing or other form by or on behalf of one (1) Party (or an Affiliate or representative of such Party) to the other Party (or to an Affiliate or representative of such other Party) in connection with this Agreement, whether prior to, on, or after the Effective Date, including Information relating to the terms of this Agreement, the Licensed Compound or any Licensed Product (including the Regulatory Documentation and regulatory data), any Exploitation of the Licensed Compound or any Licensed Product, any know-how with respect thereto developed by or on behalf of the disclosing Party or its Affiliates, or the scientific, regulatory or business affairs or other activities of either Party. Notwithstanding the foregoing, (a) Joint Know-How shall be deemed to be the Confidential Information of both Parties, and both Parties shall be deemed to be the receiving Party and the disclosing Party with respect thereto, and (b) following the License Option Exercise Closing Date, all Regulatory Documentation owned by AbbVie pursuant to Section 3.8.2 shall be deemed to be the Confidential Information of AbbVie, and AbbVie shall be deemed to be the disclosing Party and Harpoon shall be deemed to be the receiving Party with respect thereto. In addition, all information disclosed by Harpoon to AbbVie under the Prior NDA shall be deemed to be Harpoon's Confidential Information disclosed hereunder, and all information disclosed by AbbVie Inc. to Harpoon under the Prior NDA shall be deemed to be AbbVie's Confidential Information disclosed hereunder.\n\n- 5 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n1.43 \"Control\" means, with respect to any item of Information, Regulatory Documentation, material, Patent, or other property right, the possession of the right, whether directly or indirectly, and whether by ownership, license or otherwise (other than by operation of the license and other grants in Sections 5.1 or 5.2), to grant a license, sublicense or other right (including the right to reference Regulatory Documentation) to or under such Information, Regulatory Documentation, material, Patent, or other property right as provided for herein without violating the terms of any agreement or other arrangement with any Third Party. \"Controlled\" has a corresponding meaning.\n\n1.44 \"CSR Notification Date\" has the meaning set forth in Section 12.6.3(e).\n\n1.45 \"Default Notice\" has the meaning set forth in Section 12.2.1.\n\n1.46 \"Delivery System\" has the meaning set forth in the definition of \"Net Sales.\"\n\n1.47 \"Development\" means all activities related to pre-clinical and other non-clinical testing, test method development and stability testing, toxicology, formulation, process development, manufacturing scale-up, qualification and validation, quality assurance/quality control, Clinical Studies, including Manufacturing in support thereof, statistical analysis and report writing, the preparation and submission of Drug Approval Applications, regulatory affairs with respect to the foregoing and all other activities necessary or reasonably useful or otherwise requested or required by a Regulatory Authority as a condition or in support of obtaining or maintaining a Regulatory Approval. When used as a verb, \"Develop\" means to engage in Development. For purposes of clarity, Development shall include any submissions and activities required in support thereof, required by Applicable Laws or a Regulatory Authority as a condition or in support of obtaining a pricing or reimbursement approval for an approved Licensed Product.\n\n1.48 \"Development Report Review Deadline\" means [***] following the initial delivery of any [***], as applicable.\n\n1.49 \"Dispute\" has the meaning set forth in Section 13.7.\n\n1.50 \"Distributor\" has the meaning set forth in Section 5.4.\n\n1.51 \"Divestiture\" means, with respect to a Party, (a) the divestiture [***] through [***] or [***] with respect to [***] (for clarity, the [***] for any such divestiture), or (b) [***]. When used as a verb, \"Divest\" and \"Divested\" means to cause a Divestiture.\n\n1.52 \"Dollars\" or \"$\" means United States Dollars.\n\n1.53 \"Drug Approval Application\" means a Biologics License Application (a \"BLA\") as defined in the PHSA, or any corresponding foreign application in the Territory, including, with respect to the European Union, a Marketing Authorization Application (a \"MAA\") filed with the EMA or with the applicable Regulatory Authority of a country in Europe with respect to the mutual recognition or any other national approval procedure.\n\n- 6 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n1.54 \"[***]\" means the [***] by Harpoon to AbbVie within [***] following Harpoon's receipt of written notice from AbbVie pursuant to [***] prior to the date of AbbVie's receipt of the [***].\n\n1.55 \"Effective Date\" means the effective date of this Agreement as set forth in the preamble hereto.\n\n1.56 \"EMA\" means the European Medicines Agency and any successor agency(ies) or authority having substantially the same function.\n\n1.57 \"European Major Market\" means each of [***].\n\n1.58 \"European Union\" or \"E.U.\" means the economic, scientific, and political organization of member states known as the European Union, as its membership may be altered from time to time, and any successor thereto.\n\n1.59 \"Existing Patents\" has the meaning set forth in Section 10.2.1.\n\n1.60 \"Exploit,\" \"Exploited\" or \"Exploitation\" means to make, have made, import, export, use, sell, or offer for sale, including to Develop, Commercialize, register, modify, enhance, improve, Manufacture, have Manufactured, hold, or keep (whether for disposal or otherwise), formulate, optimize, have used, export, transport, distribute, promote, market, have sold or otherwise dispose of.\n\n1.61 \"FDA\" means the United States Food and Drug Administration and any successor agency(ies) or authority having substantially the same function.\n\n1.62 \"FFDCA\" means the United States Federal Food, Drug, and Cosmetic Act, 21 U.S.C. \u00a7 301 et seq., as amended from time to time, together with any rules, regulations and requirements promulgated thereunder (including all additions, supplements, extensions, and modifications thereto).\n\n1.63 \"Field\" means all human and non-human diagnostic, prophylactic, and therapeutic uses.\n\n1.64 \"Final Development Report\" means the final written data package delivered by Harpoon to AbbVie in accordance with Section 3.1.3, after the completion of all activities under the Initial Development Plan, including, for clarity, [***], and comprised of the [***]. The Final Development Report shall include [***].\n\n- 7 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n1.65 \"First Commercial Sale\" means, with respect to a Licensed Product and a country, the first sale for monetary value for use or consumption by the end user of such Licensed Product in such country after Regulatory Approval for such Licensed Product has been obtained in such country. [***] shall not be construed as a First Commercial Sale.\n\n1.66 \"Harpoon\" has the meaning set forth in the preamble hereto.\n\n1.67 \"Harpoon In-License Agreement\" means [***] agreement between Harpoon and a Third Party under which AbbVie is granted a sublicense or other right under this Agreement as provided in Section 5.9.\n\n1.68 \"Harpoon Indemnitees\" has the meaning set forth in Section 11.1.\n\n1.69 \"Harpoon Know-How\" means all Information that is (a) Controlled by Harpoon or any of its Affiliates as of the Effective Date or at any time during the Term, (b) not generally known and (c) necessary or reasonably useful for the Exploitation of any Licensed Compound or any Licensed Product, but excluding any Joint Know-How or Information published in any (i) Harpoon Patents or (ii) Joint Patents.\n\n1.70 \"Harpoon Patents\" means all of the Patents that are (a) Controlled by Harpoon or any of its Affiliates as of the Effective Date or at any time during the Term and (b) necessary or reasonably useful (or, with respect to Patent applications, would be necessary or reasonably useful if such Patent applications were to issue as Patents) for the Exploitation of any Licensed Compound or any Licensed Product, but excluding Joint Patents. The Harpoon Patents include the Existing Patents.\n\n1.71 [***] has the meaning set forth in [***].\n\n1.72 \"Harpoon Reversion Products\" has the meaning set forth in Section 12.6.1.\n\n1.73 \"HSR Act\" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.\n\n1.74 \"HSR Filing\" has the meaning set forth in Section 3.2.4(b).\n\n1.75 \"In-Licensed Patents\" has the meaning set forth in Section 10.2.3.\n\n1.76 \"IND\" means an application filed with a Regulatory Authority for authorization to commence Clinical Studies, including (a) an Investigational New Drug Application as defined in the FFDCA or any successor application or procedure filed with the FDA, (b) any equivalent thereof in other countries or regulatory jurisdictions, (e.g., a Clinical Trial Application (CTA) in the European Union) and (c) all supplements, amendments, variations, extensions and renewals thereof that may be filed with respect to the foregoing.\n\n1.77 \"Indemnification Claim Notice\" has the meaning set forth in Section 11.3.\n\n1.78 \"Indemnified Party\" has the meaning set forth in Section 11.3.\n\n1.79 \"Indication\" means, with respect to a Licensed Product, a use to which such Licensed Product is intended to be put for the treatment, prevention, mitigation, cure or diagnosis of a recognized disease\n\n- 8 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nor condition, or of a manifestation of a recognized disease or condition, or for the relief of symptoms associated with a recognized disease or condition, in each case for any size patient population, which, if such Licensed Product is approved in the U.S., would be reflected in the \"Indications and Usage\" section of labeling pursuant to 21 C.F.R. \u00a7201.57(c)(2) or, to the extent applicable, any comparable labeling section outside the U.S., subject to the following: (a) subtypes of the same disease or condition are not additional Indications for such Licensed Product; (b) different symptom domains or domains of impairment of the same disease or condition are not additional Indications for such Licensed Product; (c) the approved use of such Licensed Product for such disease in different combinations or co-therapies of treatments are not additional Indications for such Licensed Product (e.g., monotherapy vs. add-on or combination therapy with another agent in the same disease); (d) treatment, prevention and cure of the same disease or the same disease subtype with such Licensed Product are not additional Indications for such Licensed Product; (e) the approved use of such Licensed Product for such disease in a different line of treatment or a different temporal position in a treatment algorithm for the same disease or condition are not additional Indications for such Licensed Product (e.g., first line vs. second line therapy in the same disease or condition); and (f) treatment of the same disease or condition with such Licensed Product in an expanded, modified or additional patient population are not additional Indications for such Licensed Product.\n\n1.80 \"Indirect Taxes\" has the meaning set forth in Section 6.9.\n\n1.81 [***]\n\n1.82 \"Information\" means all information of a technical, scientific, business and other nature, including know-how, technology, means, methods, processes, practices, formulae, instructions, skills, techniques, procedures, experiences, ideas, technical assistance, designs, drawings, assembly procedures, computer programs, apparatuses, specifications, data, results and other material, regulatory data, and other biological, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, pre- clinical, clinical, safety, manufacturing and quality control data and information, including study designs and protocols, reagents (including all physical materials in connection with any of the foregoing such as plasmids, proteins, cell lines, assays, materials generated in connection with any CMC activities and compounds) and biological methodology; in each case (whether or not confidential, proprietary, patented or patentable, of commercial advantage or not) in written, electronic or any other form now known or hereafter developed.\n\n1.83 \"Initial Development Activities\" means any and all Development activities set forth in the Initial Development Plan to be performed by Harpoon (or, pursuant to Section 3.1.2, AbbVie) in order to advance the Licensed Compound and Licensed Product to the point of readiness to commence [***] (or to proceed directly to pivotal clinical trials, if applicable) and ultimately support the filing of Drug Approval Applications and obtain Regulatory Approvals for a Licensed Product in the Field in the Territory.\n\n1.84 \"Initial Development Plan\" means a development plan for the Licensed Compounds and Licensed Products setting forth (a) in reasonable detail all Development and regulatory activities to be performed by Harpoon with respect to the Licensed Compounds and Licensed Products through completion of the Phase I/IB Trial, including related activities as applicable (but, for clarity, except with respect to [***]), (b) all Clinical Data and other Information required to be delivered to AbbVie pursuant to Section 1.112 in order for AbbVie to determine whether to exercise the License Option, and (c) all Information to be included in the Final Development Report (i.e. as a result of\n\n- 9 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nactivities conducted after the delivery of the Opt-In Development Report), which Initial Development Plan is attached as Schedule 1.84, as the same may be amended from time to time in accordance with the terms hereof.\n\n1.85 \"Initiation\" or \"Initiate\" means, with respect to a Clinical Study, the first dosing of the first human subject in such Clinical Study.\n\n1.86 \"Intellectual Property\" has the meaning set forth in Section 12.5.1.\n\n1.87 \"Joint Governance Committee\" or \"JGC\" has the meaning set forth in Section 2.1.1.\n\n1.88 \"Joint Intellectual Property Rights\" has the meaning set forth in Section 7.1.2.\n\n1.89 \"Joint Know-How\" has the meaning set forth in Section 7.1.2.\n\n1.90 \"Joint Patents\" has the meaning set forth in Section 7.1.2.\n\n1.91 \"Knowledge\" means [***] of the [***] of a Party, or any personnel holding positions equivalent to such job titles (but only to the extent such positions exist at such Party).\n\n1.92 [***]\n\n1.93 [***]\n\n1.94 [***]\n\n1.95 \"License Option\" has the meaning set forth in Section 3.2.3.\n\n1.96 \"License Option Exercise Closing Date\" has the meaning set forth in Section 3.2.4.\n\n1.97 \"License Option Exercise Notice\" has the meaning set forth in Section 3.2.3.\n\n1.98 \"License Option Period\" has the meaning set forth in Section 3.2.3.\n\n1.99 \"Licensed Compound\" means (a) the compound known as HPN217 (as described on Schedule 1.99), [***].\n\n1.100 \"Licensed Product\" means any product, or portion thereof, containing a Licensed Compound, alone or in combination with one (1) or more other active ingredients, in any and all forms, in\n\n- 10 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\ncurrent and future formulations, dosages forms and strengths, and delivery modes, including any improvements thereto. For clarity, Licensed Products that contain the same Licensed Compound (whether or not with one or more active ingredients (if applicable)), but in a different formulation, dosage form or delivery device, shall be considered the same Licensed Product for the purposes of calculating milestone and royalty payments hereunder.\n\n1.101 \"Losses\" has the meaning set forth in Section 11.1.\n\n1.102 \"MAA\" has the meaning set forth in the definition of \"Drug Approval Application.\"\n\n1.103 \"Major Market\" means each of [***].\n\n1.104 \"Major Regulatory Filing\" means major regulatory filings and documents (including INDs, Drug Approval Applications, material labeling supplements, Regulatory Authority meeting requests, and core data sheets).\n\n1.105 \"Manufacture\" and \"Manufacturing\" means all activities related to the synthesis, making, production, processing, purifying, formulating, filling, finishing, packaging, labeling, shipping, and holding of the Licensed Compound, any Licensed Product, or any intermediate thereof, including process development, process qualification and validation, scale-up, pre- clinical, clinical and commercial production and analytic development, product characterization, stability testing, quality assurance, and quality control.\n\n1.106 \"Manufacturing Process\" has the meaning set forth in Section 4.6.1.\n\n1.107 \"Manufacturing Technology Transfer\" has the meaning set forth in Section 4.6.1.\n\n1.108 \"Net Sales\" means[***]\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n(d) [***]\n\n(e) [***]\n\n(f) [***] of such Licensed Product and to the extent [***]\n\n- 11 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n[***], where for purposes of this Net Sales definition, [***] of such Licensed Product;\n\n(g) [***]\n\n(h) [***]\n\n(i) [***]\n\n(j) [***], but which [***].\n\n[***]\n\nIn the event that a Licensed Product is sold in any country or other jurisdiction [***]\n\n(i) [***].\n\n- 12 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n(ii) [***]\n\n(iii) [***]\n\n(iv) [***].\n\n1.109 \"Non-Breaching Party\" has the meaning set forth in Section 12.2.1.\n\n1.110 [***]\n\n1.111 \"Opt-In Dataset\" has the meaning set forth in the definition of \"Opt-In Development Report.\"\n\n1.112 \"Opt-In Development Report\" means the written data package delivered by Harpoon to AbbVie and generated from the clinical dataset extracted from the [***] as it exists at the date that is [***] (the \"Opt-In Dataset\" and such date the \"Opt-In Development Report Dataset Cutoff Date\"). The Opt-In Dataset will arise from the conduct of the Initial Development Activities and will include information available in the [***] as of the Opt-In Development Report Generation Date related to [***]. In addition to the information and data set forth above based on the Opt-In Dataset, the Opt-In Development Report will include[***].\n\n- 13 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n1.113 \"Opt-In Development Report Dataset Cut-Off Date\" has the meaning set forth in the definition of \"Opt-In Development Report.\"\n\n1.114 \"Other Product\" means, with respect to a Combination Product, such other therapeutically active pharmaceutical or biologic products referenced in Section 1.37(a) or such diagnostic or other product referenced in Section 1.37(b), in each case other than the Licensed Compound.\n\n1.115 \"Owned Patents\" has the meaning set forth in Section 10.2.3.\n\n1.116 \"Party\" and \"Parties\" has the meaning set forth in the preamble hereto.\n\n1.117 \"Patents\" means (a) all national, regional and international patents and patent applications, including provisional patent applications, (b) all patent applications filed either from such patents, patent applications or provisional applications or from an application claiming priority from either of these, including divisionals, continuations, continuations-in-part, provisionals, converted provisionals and continued prosecution applications, (c) any and all patents that have issued or in the future issue from the foregoing patent applications ((a) and (b)), including utility models, petty patents and design patents and certificates of invention, (d) any and all extensions or restorations by existing or future extension or restoration mechanisms, including revalidations, reissues, re-examinations and extensions (including any pediatric exclusivity and other such exclusivities that are attached to patents, supplementary protection certificates and the like) of the foregoing patents or patent applications ((a), (b), and (c)), and (e) any similar rights, including so-called pipeline protection or any importation, revalidation, confirmation or introduction patent or registration patent or patent of additions to any of such foregoing patent applications and patents.\n\n1.118 \"Person\" means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other similar entity or organization, including a government or political subdivision, department or agency of a government.\n\n1.119 \"Phase 0\" means an exploratory, first-in-human trial conducted in accordance with the FDA 2006 Guidance on Exploratory Investigational New Drug Studies (or the equivalent in any country or other jurisdiction outside of the United States) and designed to expedite the development of therapeutic or imaging agents by establishing very early on whether the agent behaves in human subjects as was anticipated from pre-clinical studies.\n\n1.120 \"Phase I\" means a human clinical trial of a Licensed Compound or Licensed Product, the principal purpose of which is a preliminary determination of safety, tolerability, pharmacological activity or pharmacokinetics in healthy individuals or patients or similar clinical study prescribed by the Regulatory Authorities, including the trials referred to in 21 C.F.R. \u00a7312.21(a), as amended.\n\n- 14 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n1.121 \"Phase I/IB Trial\" means the Phase I or I/II study of a Licensed Compound or Licensed Product incorporating dose escalation and cohort expansion studies as described in the Initial Development Plan (as it may be amended from time to time in accordance with Section 3.1.1).\n\n1.122 \"Phase II\" means a human clinical trial of a Licensed Compound or Licensed Product, the principal purpose of which is a determination of safety and efficacy in the target patient population, which is prospectively designed to generate sufficient data that may permit commencement of pivotal clinical trials, or a similar clinical study prescribed by the Regulatory Authorities, from time to time, pursuant to Applicable Law or otherwise, including the trials referred to in 21 C.F.R. \u00a7312.21(b), as amended.\n\n1.123 \"Phase III\" means a human clinical trial of a Licensed Compound or Licensed Product on a sufficient number of subjects in an indicated patient population that is designed to establish that a Licensed Compound or Licensed Product is safe and efficacious for its intended use and to determine the benefit/risk relationship, warnings, precautions, and adverse reactions that are associated with such product in the dosage range to be prescribed, which trial is intended to support marketing approval of such Licensed Compound or Licensed Product, including all tests and studies that are required by the FDA from time to time, pursuant to Applicable Law or otherwise, including the trials referred to in 21 C.F.R. \u00a7312.21(c), as amended.\n\n1.124 \"PHSA\" means the United States Public Health Service Act, as amended from time to time.\n\n1.125 \"PMDA\" means Japan's Pharmaceuticals and Medical Devices Agency and any successor agency(ies) or authority having substantially the same function.\n\n1.126 \"Post CSR Option Period\" has the meaning set forth in Section 12.6.3(e).\n\n1.127 \"Prior NDA\" has the meaning set forth in Section 13.9.\n\n1.128 \"Product Information\" has the meaning set forth in Section 9.1.\n\n1.129 \"Product Infringement\" has the meaning set forth in Section 7.3.1.\n\n1.130 \"Product Labeling\" means, with respect to a Licensed Product in a country or other jurisdiction in the Territory, (a) the full prescribing information for such Licensed Product as approved by the Regulatory Authority for such country or other jurisdiction, including any required patient information, and (b) all labels and other written, printed, or graphic matter upon a container, wrapper, or any package insert utilized with or for such Licensed Product in such country or other jurisdiction.\n\n1.131 \"Product-Specific Claims\" has the meaning set forth in Section 7.2.1(a).\n\n1.132 \"Product-Specific Patents\" has the meaning set forth in Section 7.2.1(b).\n\n1.133 \"Product Trademarks\" means the Trademark(s) to be used by AbbVie or its Affiliates or its or their respective Sublicensees for the Development, Commercialization or Exploitation of Licensed Products in the Territory and any registrations thereof or any pending applications relating thereto in the Territory (excluding, in any event, any trademarks, service marks, names or logos that include any corporate name or logo of the Parties or their Affiliates).\n\n1.134 \"Proposed Future In-Licensed Rights\" has the meaning set forth in Section 5.9.\n\n1.135 \"Regulatory Approval\" means, with respect to a country or other jurisdiction in the Territory, all approvals (including Drug Approval Applications), licenses, registrations, or authorizations of\n\n- 15 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nany Regulatory Authority necessary to Commercialize a Licensed Compound or Licensed Product in such country or other jurisdiction, including, where applicable, pricing or reimbursement approval in such country or other jurisdiction.\n\n1.136 \"Regulatory Authority\" means any applicable supra-national, federal, national, regional, state, provincial, or local governmental or regulatory authority, agency, department, bureau, commission, council, or other entities (e.g., the FDA, EMA and PMDA) regulating or otherwise exercising authority with respect to activities contemplated in this Agreement, including the Exploitation of the Licensed Compound or Licensed Products in the Territory.\n\n1.137 \"Regulatory Documentation\" means all (a) applications (including all INDs and Drug Approval Applications and other Major Regulatory Filings), registrations, licenses, authorizations, and approvals (including Regulatory Approvals), (b) correspondence and reports submitted to or received from Regulatory Authorities (including minutes and official contact reports relating to any communications with any Regulatory Authority) and all supporting documents with respect thereto, including all regulatory drug lists, advertising and promotion documents, adverse event files, and complaint files, and (c) Clinical Data and data contained or relied upon in any of the foregoing, in each case ((a), (b), and (c)) to the extent relating to a Licensed Compound or Licensed Product.\n\n1.138 \"Regulatory Exclusivity\" means, with respect to any country or other jurisdiction in the Territory, an additional market protection, other than Patent protection, granted by a Regulatory Authority in such country or other jurisdiction which confers an exclusive Commercialization period during which AbbVie or its Affiliates or Sublicensees has the exclusive right to market and sell, and any unauthorized Third Party is prevented from marketing or selling, a Licensed Compound or Licensed Product in such country or other jurisdiction.\n\n1.139 \"Royalty Term\" means, with respect to each Licensed Product and each country or other jurisdiction in the Territory, the period beginning on the date of the First Commercial Sale of such Licensed Product in such country or other jurisdiction, and ending on the latest to occur of (a) the expiration, invalidation or abandonment date of the last Harpoon Patent (i)[***] in such country or other jurisdiction; or (ii) [***] in such country or other jurisdiction; (b) the expiration of Regulatory Exclusivity in such country or other jurisdiction for such Licensed Product; or (c) the [***] of the First Commercial Sale of such Licensed Product in such country or other jurisdiction.\n\n1.140 \"Segregate\" means, with respect to a [***] relating to such [***] relating to the [***] provided that, [***] in connection [***].\n\n- 16 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n1.141 \"Senior Officer\" means, with respect to Harpoon, its [***], and with respect to AbbVie, its [***].\n\n1.142 \"Sublicensee\" means a Person, other than an Affiliate or a Distributor, that is granted a sublicense by AbbVie or its Affiliate under the grants in Section 5.1 as provided in Section 5.3 but excluding any sublicense granted by AbbVie or its Affiliate as a result of settlement of patent litigation with respect to a Biosimilar Product.\n\n1.143 \"Term\" has the meaning set forth in Section 12.1.1.\n\n1.144 \"Terminated Territory\" means each Major Market with respect to which this Agreement is terminated by Harpoon pursuant to Section 12.2.2, each country with respect to which this Agreement is terminated by AbbVie pursuant to Section 12.3, or if this Agreement is terminated in its entirety, the entire Territory.\n\n1.145 \"Territory\" means the entire world.\n\n1.146 \"Third Party\" means any Person other than Harpoon, AbbVie and their respective Affiliates.\n\n1.147 \"Third Party Claims\" has the meaning set forth in Section 11.1.\n\n1.148 \"Third Party Provider\" has the meaning set forth in Section 3.7.\n\n1.149 \"Trademark\" means any word, name, symbol, color, designation or device or any combination thereof that functions as a source identifier, including any trademark, trade dress, brand mark, service mark, trade name, brand name, logo, business symbol or domain name, whether or not registered.\n\n1.150 \"United States\" or \"U.S.\" means the United States of America and its territories and possessions (including the District of Columbia and Puerto Rico).\n\n1.151 \"Valid Claim\" means (a) a claim of any [***] Patent whose validity, enforceability, or patentability has not been rendered invalid by any of the following: (i) irretrievable lapse, abandonment, revocation, dedication to the public, or disclaimer; or (ii) a holding, finding, or decision of invalidity, unenforceability, or non-patentability by a court, governmental agency, national or regional patent office, or other appropriate body that has competent jurisdiction, such holding, finding, or decision being final and unappealable or unappealed within the time allowed for appeal, or (b) a claim in a Patent application that is filed and prosecuted in good faith and no more than [***] have lapsed from its earliest priority date. For clarity, (A) any claim in a Patent application, for which more than [***] have lapsed from its earliest priority date, shall not be considered a Valid Claim unless and until such claim is granted and meets the requirement of subclause (a) and (B) a holding, finding, or decision being final and unappealable or not appealed within the time allowed for appeal means a holding, finding, or decision from which no appeal (other than a petition to the United States Supreme Court for a writ of certiorari or a similar appeal that is subject to discretionary review) can be or has been taken.\n\n1.152 \"Voting Stock\" has the meaning set forth in the definition of \"Change in Control.\"\n\n1.153 \"Withholding Amount\" has the meaning set forth in Section 6.8.1.\n\n1.154 \"Withholding Party\" has the meaning set forth in Section 6.8.1.\n\n- 17 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n1.155 \"Working Group\" has the meaning set forth in Section 2.6.\n\nARTICLE 2 COLLABORATION MANAGEMENT\n\n2.1 Joint Governance Committee.\n\n2.1.1 Formation. Within [***] after the Effective Date, the Parties shall establish a joint governance committee (the \"Joint Governance Committee\" or \"JGC\"). The JGC shall consist of [***] representatives from each of the Parties, each with the requisite experience and seniority to enable such person to make decisions on behalf of the Parties with respect to the issues falling within the jurisdiction of the JGC. From time to time, each Party may substitute [***] or more of its representatives to the JGC on written notice to the other Party. [***] shall select from its representatives the chairperson for the JGC. From time to time, [***]\n\n2.1.2 Specific Responsibilities. The JGC shall develop the strategies for and oversee the Development related activities relating to the Licensed Compounds and the Licensed Products in accordance with the Initial Development Plan, and shall serve as a forum for the coordination of such activities. In particular, the JGC shall:\n\n(a) oversee the Development activities performed pursuant to the Initial Development Plan;\n\n(b) address issues that arise during the performance of the Initial Development Plan, [***]\n\n(c) periodically (no less often than [***]) review and serve as a forum for discussing the Initial Development Plan, and review and approve amendments thereto;\n\n(d) review and serve as a forum for discussing Information (including all Clinical Data) arising out of the Initial Development Plan;\n\n(e) discuss any [***]\n\n(f) prior to the License Option Exercise Closing Date, review and discuss regulatory activities and strategies for Licensed Compounds and Licensed Products;\n\n(g) discuss the scope of any [***] contemplated under Section 4.6.1;\n\n(h) review the activities of the CMC Working Group or any other Working Group established by the JGC, and resolve any disagreement between the designees of AbbVie and Harpoon on any Working Group;\n\n(i) plan and oversee the conduct of activities set forth in Section 3.5;\n\n- 18 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n(j) discuss and agree upon the [***] named AbbVie personnel;\n\n(k) establish secure access methods (such as secure databases) for each Party to access Confidential Information; and\n\n(l) perform such other functions as are set forth herein or as the Parties may mutually agree in writing, except where in conflict with any provision of this Agreement.\n\n2.2 General Provisions Applicable to the JGC.\n\n2.2.1 Meetings and Minutes. The JGC shall meet [***], or as otherwise agreed to by the Parties, with the location of such meetings alternating between locations designated by Harpoon and locations designated by AbbVie. The Alliance Managers shall be permitted to attend any such JGC meetings. The chairperson of the JGC shall be responsible for calling meetings on [***] notice. Each Party shall make all proposals for agenda items and shall provide all appropriate information with respect to such proposed items at least [***] in advance of the applicable meeting; provided that under exigent circumstances requiring input by the JGC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting, or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting. The chairperson of the JGC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] after the meeting. The Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC.\n\n2.2.2 Procedural Rules. The JGC shall have the right to adopt such standing rules as shall be necessary for its work, to the extent that such rules are not inconsistent with this Agreement. A quorum of the JGC shall exist whenever there is present at a meeting [***] appointed by each Party, each with the requisite experience and seniority to enable such person to make decisions on behalf of the Party it represents with respect to the issues falling within the jurisdiction of the JGC. Representatives of the Parties on the JGC may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants. Representation by proxy shall be allowed. The JGC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by [***] appointed by each Party. Employees or consultants of either Party that are not representatives of the Parties on the JGC may attend meetings of the JGC; provided that such attendees (i) shall not vote or otherwise participate in the decision-making process of the JGC, and (ii) are bound by obligations of confidentiality and non-disclosure equivalent to those set forth in Article 9.\n\n2.2.3 Dispute Resolution. If the JGC cannot, or does not, reach consensus on an issue, then the dispute shall first be referred to the Senior Officers of the Parties, who shall confer in good faith on the resolution of the issue. Any final decision mutually agreed to by the Senior Officers shall be conclusive and binding on the Parties. If the Senior Officers are not able to agree on the resolution of any such issue within [***] after such issue was first referred to them, then:\n\n(a) prior to the License Option Exercise Closing Date, the Senior Officer of Harpoon will finally and definitively resolve such dispute [***] provided that [***]\n\n- 19 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n[***] or (ii) [***] and\n\n(b) [***] Notwithstanding the foregoing, AbbVie may not, following the License Option Exercise Closing Date, use its final decision right to amend the Initial Development Plan in any way that would require Harpoon to perform additional activities than was required under the Initial Development Plan immediately prior to the License Option Exercise Closing Date, unless Harpoon agrees to perform such additional activities and AbbVie solely bears any additional expense.\n\nAs used herein, a \"Material Amendment\" to the Initial Development Plan shall mean an amendment to the Initial Development Plan that would [***].\n\n2.2.4 Limitations on Authority. Each Party shall retain the rights, powers, and discretion granted to it under this Agreement and no such rights, powers, or discretion shall be delegated to or vested in the JGC unless such delegation or vesting of rights is expressly provided for in this Agreement or the Parties expressly so agree in writing. The JGC shall not have the power to amend, modify, or waive compliance with this Agreement, which may only be amended or modified as provided in Section 13.9 or compliance with which may only be waived as provided in Section 13.12.\n\n2.2.5 Alliance Manager. Each Party shall appoint a person(s) who shall oversee contact between the Parties for all matters between meetings of the JGC, and shall have such other responsibilities as the Parties may agree in writing after the Effective Date (each, an \"Alliance Manager\"). Following the disbandment of the JGC after the License Option Exercise Closing Date, the Alliance Managers shall continue to act as a liaison between the Parties and shall be responsible for exchanging Information provided for under the terms of this Agreement. Each Party may replace its Alliance Manager at any time by notice in writing to the other Party. Following the License Option Exercise Closing Date and until the First Commercial Sale of a Licensed Product in a Major Market, Alliance Managers shall meet [***], or as otherwise agreed to by the Parties.\n\n2.3 Discontinuation of the JGC. The JGC shall continue to exist until the first to occur of: (a) the Parties mutually agreeing to disband the JGC; (b) in the event of AbbVie's exercise of its License Option, upon the delivery of the Final Development Report pursuant to Section 3.1.3; and (c) expiration of the License Option Period without AbbVie exercising the License Option. Additionally, in the event of a Change in Control of Harpoon involving a Competitor, AbbVie shall have the right at any time and for any reason, effective upon written notice, to disband the JGC in accordance with Section 13.2.2. In the event that the JGC is disbanded pursuant to Section 13.2.2, (a) any information, documents or reports that a Party is otherwise required to provide to the JGC pursuant to this Agreement shall be provided directly to the other Party and (b) any matters delegated to the JGC shall be made by mutual agreement of the Parties, subject to the dispute resolution provisions of Section 2.2.3.\n\n2.4 Interactions Between the JGC and Internal Teams. The Parties recognize that each Party possesses an internal structure (including various committees, teams and review boards) that will\n\n- 20 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nbe involved in administering such Party's activities under this Agreement. Nothing contained in this Article shall prevent a Party from making routine day-to-day decisions relating to the conduct of those activities for which it has a performance or other obligations hereunder, in each case in a manner consistent with the then-current Initial Development Plan and the terms and conditions of this Agreement.\n\n2.5 CMC Working Group. Within [***] after the Effective Date, the Parties shall establish a CMC working group (the \"CMC Working Group\"). The CMC Working Group shall consist of two (2) representatives from each of the Parties, each with the requisite experience and seniority to enable such person to make decisions on behalf of the Parties with respect to the issues falling within the jurisdiction of the CMC Working Group. From time to time, each Party may substitute one (1) or more of its representatives to the CMC Working Group on written notice to the other Party. In particular, the CMC Working Group shall:\n\n(a) review and approve [***] with respect thereto, and review and approve amendments thereto; and\n\n(b) perform such other functions as are set forth herein or as the Parties may mutually agree in writing, except where in conflict with any provision of this Agreement.\n\n2.6 Working Groups. In addition to the CMC Working Group, from time to time, the JGC may establish and delegate duties to sub-committees or directed teams (each, a \"Working Group\") on an \"as-needed\" basis to oversee particular projects or activities (for example, joint project team, joint finance group, and/or joint intellectual property group). Each such Working Group shall be constituted and shall operate as the JGC determines; provided that each Working Group shall have equal representation from each Party, unless otherwise mutually agreed. Working Groups may be established on an ad hoc basis for purposes of a specific project or on such other basis as the JGC may determine. Each Working Group and its activities shall be subject to the oversight, review and approval of, and shall report to, the JGC. In no event shall the authority of the Working Group exceed that specified for the JGC. All decisions of a Working Group shall be by consensus. Any disagreement between the designees of AbbVie and Harpoon on a Working Group shall be referred to the JGC for resolution.\n\n2.7 Expenses. Each Party shall be responsible for all travel and related costs and expenses for its members and other representatives to attend meetings of, and otherwise participate on, the JGC or any Working Group.\n\nARTICLE 3 DEVELOPMENT AND REGULATORY\n\n3.1 Initial Development Plan and Activities.\n\n3.1.1 Initial Development Plan. Either Party, directly or through its representatives on the JGC, may propose amendments to the Initial Development Plan from time to time as appropriate, including in light of changed circumstances. Any and all such amendments shall be subject to approval by the JGC as set forth in Section 2.1.2, subject to the dispute resolution procedures set forth in Section 2.2.3. Within [***] of the Effective Date, the Parties, through the CMC Working Group, shall jointly develop an amendment to the Initial Development Plan to identify the [***] in accordance with the parameters set forth in the Initial Development Plan attached hereto as Schedule 1.84. For clarity, all [***].\n\n- 21 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n3.1.2 Initial Development Activities. Harpoon shall perform the activities set forth in the Initial Development Plan in accordance with the timelines set forth therein, [***]. In the conduct of the Initial Development Activities, Harpoon shall use commercially reasonable efforts to ensure that clinical sites participating in the Phase I/IB Trial timely submit Clinical Data generated at such site into the clinical database. If at any time AbbVie has a reasonable basis to believe that Harpoon is in material breach of its obligation to perform any Initial Development Activities, then AbbVie may so notify Harpoon in writing, specifying the basis for its belief, and the Parties shall meet within [***] after such notice to discuss in good faith AbbVie's concerns. If Harpoon [***] Notwithstanding the foregoing, if Harpoon [***], then Harpoon may seek resolution on the existence of such material breach pursuant to Section 13.7; provided that (i) Harpoon's [***]. For clarity, if the arbitrator determines that notwithstanding [***]. The Parties acknowledge and agree that in the event AbbVie [***] Initial Development Activities in accordance with the Initial Development Plan. If AbbVie so elects to [***] permitted under the terms and conditions of the applicable agreement, Harpoon shall [***].\n\n3.1.3 Certain Amendments to Initial Development Plan. Notwithstanding the role of the JGC in connection with amendments to the Initial Development Plan pursuant to Section 2.1.2(c) and Section 2.2.3, [***]\n\n- 22 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nAlliance Manager). AbbVie shall have [***] in which to consider the proposed amendments and respond to Harpoon, following which:\n\n(a)  if AbbVie notifies Harpoon in writing that it consents to the amendments proposed by Harpoon to the Initial Development Plan, Harpoon may proceed to resubmit the clinical portion of the Initial Development Plan (including the clinical protocol for the Phase I/IB Trial, as applicable) to the FDA, [***];\n\n(b) if AbbVie requests that Harpoon provide further information in connection with the proposed amendments, Harpoon shall [***] provide such information and make available appropriate personnel to respond to AbbVie's questions regarding the proposed amendments, and if AbbVie notifies Harpoon in writing following receipt of such information that it consents to the amendments as proposed by Harpoon to the Initial Development Plan, [***];\n\n(c) if AbbVie notifies Harpoon that it does not consent to the proposed amendments (either before or following a request for more information under Section 3.1.3(b)), then such amendment (i) shall be [***], (ii) shall be referred [***] to a special meeting of the JGC (or such other discussion forum as the Parties may mutually agree in writing) and (iii) shall be subject [***], provided that solely with respect to amendment arising under this Section 3.1.3, (A) [***], and (B) [***]; and\n\n(d) For clarity, if AbbVie provides no response to Harpoon's proposed amendments within the foregoing three [***] period, then [***].\n\nBy way of example only, if Harpoon provides AbbVie with a proposed amended Initial Development Plan on [***] respectively.\n\n3.1.4 Final Development Report. Following AbbVie's exercise of the License Option, and within [***] after the [***], Harpoon shall provide AbbVie with the Final Development Report. AbbVie shall have the opportunity to review and inspect the Final Development Report and to reasonably ask questions of Harpoon and receive timely answers from Harpoon related thereto. Following AbbVie's receipt of the Final Development Report, AbbVie shall have [***] to provide notice to Harpoon identifying any Information set forth in Section 1.64, which\n\n- 23 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nAbbVie believes in good faith is not included in the Final Development Report. Harpoon shall provide AbbVie such Information [***].\n\n3.2 AbbVie Option.\n\n3.2.1 Opt-In Development Report. Within [***] following the [***], Harpoon shall provide AbbVie with the Opt-In Development Report. AbbVie shall have the opportunity to review and inspect the Opt-In Development Report and to reasonably ask questions of Harpoon (provided that such questions are received by Harpoon prior to [***]) and receive timely answers from Harpoon related thereto until the expiration of the Harpoon Option Period. If, prior to the Development Report Review Deadline, AbbVie provides written notice to Harpoon reasonably requesting supplemental data or Information that is in Harpoon's possession or reasonably available to Harpoon (and that, in each case, can be provided without performing any additional research, studies or material scientific analysis, or generating any additional data) and is reasonably necessary for AbbVie to assess the Opt-In Development Report and make an informed decision about the exercise of the License Option (such notice to provide reasonable detail regarding the basis for such request), then Harpoon shall provide to AbbVie such requested supplemental data or Information within [***] of its receipt of such notice (or such longer period as the Parties may mutually agree is necessary to obtain and provide such supplemental data or Information) and the License Option Period shall be extended to [***] following the date of delivery of such supplemental data or Information, provided that in no event will the License Option Period be extended as a result of such request and additional information and data to more than [***] following the date Harpoon first provides the Opt-In Development Report to AbbVie under this Section 3.2.1.\n\n3.2.2 [***]. AbbVie may, but shall not be obligated to, deliver to Harpoon a written notice requesting an [***] at any time on or after the [***]; provided that [***] within any [***] period prior to the date of AbbVie's receipt of the Opt-In Development Report, unless any additional request for [***] is approved by the JGC, with Harpoon's consent not to be unreasonably withheld, conditioned or delayed. Upon Harpoon's receipt of any such notice, Harpoon shall promptly, but in any event within [***] of Harpoon's receipt of any such notice, [***]. AbbVie shall [***]. If, prior to the Development Report Review Deadline, AbbVie provides written notice to Harpoon reasonably requesting supplemental data or Information that is in Harpoon's possession or reasonably available to Harpoon (and that, in each case, can be provided without performing any additional research, studies or material scientific analysis, or generating any additional data) and is reasonably necessary for AbbVie to make [***] (such notice to provide reasonable detail regarding the basis for such request), then Harpoon shall provide to AbbVie such requested supplemental data or Information within [***] of its receipt of such notice (or such longer period as the Parties may mutually agree is necessary to obtain and provide such supplemental data or Information). For purposes of clarity, [***] Opt-In Development Report and shall not trigger the [***] period set forth in Section 3.2.3 with respect to the License Option Period, unless [***] shall trigger the [***] period set forth in Section 3.2.3. If AbbVie [***].\n\n- 24 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n3.2.3 License Option Exercise Notice. 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\"). AbbVie shall have the right to exercise its License Option by providing written notice of such election to Harpoon (\"License Option Exercise Notice\") at any time on or after the Effective Date and on or prior to the date that is [***] from AbbVie's receipt of the Opt-In Development Report containing all items required pursuant to Section 1.112, as such period may be extended pursuant to Section 3.2.1 (the \"License Option Period\"). If AbbVie does not provide a License Option Exercise Notice within the License Option Period, then (a) Harpoon shall have no further obligations to perform any Initial Development Activities, (b) AbbVie's License Option shall expire, and this Agreement shall terminate in accordance with Section 12.1.1, and (c) AbbVie shall have no further rights in connection with Licensed Compounds of the Licensed Products.\n\n3.2.4 Exercise of the License Option.\n\n(a) AbbVie shall be deemed to have entered into the licenses set forth in Section 5.1.3 on the later of (i) Harpoon's receipt of the License Option Exercise Notice, or (ii) the expiration or earlier termination of any waiting period (or any extension thereof) under the HSR Act in the U.S. (the date of such receipt by Harpoon or the date of any such expiration or earlier termination, as applicable, the \"License Option Exercise Closing Date\").\n\n(b) If AbbVie provides the License Option Exercise Notice during the License Option Period, upon AbbVie's request, the Parties shall work together in good faith to conduct an analysis of whether any filings or notifications are or may be required to be filed under the HSR Act (the \"HSR Filing\") or any similar applicable foreign law or regulation in connection with AbbVie's exercise of the License Option. The Parties shall each, as soon as practicable after the date of Harpoon's receipt of the License Option Exercise Notice, file or cause to be filed with the U.S. Federal Trade Commission and the U.S. Department of Justice and any relevant foreign governmental authority any such notifications. The Parties shall use their commercially reasonable efforts to respond promptly to any requests for additional information made by such agencies. For the purposes of this Section 3.2.4(b), the commercially reasonable efforts of AbbVie shall not require AbbVie to agree to any condition, prohibition, limitation or the like proposed by the U.S. Federal Trade Commission or other government authority to dispose of or hold separate any material portion of the business or assets of AbbVie or its Affiliates. The Parties shall equally share the filing fees in conducting the HSR Filing, and each Party is responsible for the costs and expenses of its own legal and other advice in preparing and conducting the HSR Filing.\n\n3.3 [***] At any time following the earlier of [***]. For clarity, if AbbVie's [***] shall be solely responsible for any cost or expense associated with such additional obligations, and for providing [***] to enable [***] in connection with the Licensed Compounds and Licensed Products prior to AbbVie's exercise of the License Option. AbbVie may elect to exercise its option to carry\n\n- 25 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nout [***]and prior to the expiration of the License Option Period.\n\n3.3.2  Upon the date AbbVie provides the [***], AbbVie shall be deemed to have entered into the license set forth in Section 5.1.2. AbbVie shall have the right, on a one-time only basis following[***]. AbbVie shall have final decision making authority with respect to all [***].\n\n3.3.1 If AbbVie [***] and does not subsequently exercise the License Option, then AbbVie shall [***]. For clarity, (A) the foregoing license shall exclude [***], and notwithstanding anything in this Agreement to the contrary, except as necessary for Harpoon to exercise its rights under the foregoing subclause (a) or as required by the foregoing subclause (c), [***], and (B) the requirement under the foregoing subclause (c) shall [***] following the termination of this Agreement.\n\n3.4 Post-Exercise Development Activities. Following the License Option Exercise Closing Date, except for Harpoon's responsibilities in completing the Initial Development Activities and delivering the Final Development Report, AbbVie shall have the sole right to Develop and Manufacture (and shall control all aspects of Development and Manufacturing), including seeking Regulatory Approvals for, Licensed Compounds and Licensed Products in the Field and in the Territory and, for clarity, Harpoon and its Affiliates shall have no right to do so. Following the License Option Exercise Closing Date, AbbVie shall use Commercially Reasonable Efforts to Develop and obtain Regulatory Approval for [***] Licensed Product for [***] for use in [***] Major Market. AbbVie shall have the right to satisfy its diligence obligations under this Section 3.4 through its Affiliates or Sublicensees. Except as set forth in this Section 3.4, AbbVie shall have no other diligence obligations, express or implied, with respect to the Development of the Licensed Compounds or Licensed Products in the Territory. Following the License Option Exercise Closing Date and until the First Commercial Sale of a Licensed Product in a Major Market, AbbVie will provide to Harpoon following disbandment of the JGC, [***] reports within [***] after the end of each [***], in each case summarizing the key Development activities undertaken and summarizing the results achieved with respect to the applicable Licensed Compounds and Licensed Products in all Major Markets during such [***]. Prior to the disbandment of the JGC, AbbVie shall provide the JGC\n\n- 26 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nwith interim updates on such activities and results at its regularly scheduled meetings. For clarity, if AbbVie [***], [***] and the Final Development Report), but AbbVie shall have final decision making authority with respect to the conduct of such Initial Development Activities; provided that in no event may AbbVie require Harpoon to conduct any Initial Development Activities, or to incur any costs or expenses in association with performing such Initial Development Activities following the License Option Exercise Closing Date, in excess of the activities set forth in the Initial Development Plan in existence immediately prior to the License Option Exercise Closing Date. AbbVie shall have the right, at AbbVie's sole election, to assume and complete some or all of such Initial Development Activities at AbbVie's sole cost and expense, and such step in following the License Option Exercise Closing Date shall not [***].\n\n3.5 Supply of Technology for Development Purposes.\n\n3.5.1 Immediately after the License Option Exercise Closing Date, Harpoon shall, and shall cause its Affiliates to, without additional compensation, disclose and make available to AbbVie (which obligation may be satisfied by granting personnel designated by AbbVie controlled access to an electronic data room), in such form as maintained by Harpoon in the ordinary course of business, Regulatory Documentation, Harpoon Know-How, Joint Know-How, and any other Information claimed or covered by any Harpoon Patent or Joint Patent to the extent necessary or reasonably useful for AbbVie's Exploitation of the Licensed Compound and thereafter until the completion of the Initial Development Activities, promptly after the earlier of the development, making, conception, or reduction to practice of such Regulatory Documentation, Harpoon Know-How, Joint Know- How, or other Information.\n\n3.5.2 Immediately after the License Option Exercise Closing Date, [***], and (b) Harpoon shall provide AbbVie with all reasonable assistance required in order to transfer to AbbVie the Regulatory Documentation, Harpoon Know-How, Joint Know-How, and other Information required to be produced pursuant to Section 3.5.1 above, in each case in a timely manner, and shall reasonably assist AbbVie with respect to the Exploitation of any Licensed Compound and any Licensed Products, in each case subject to the limitations set forth in this Section 3.5.2. At AbbVie's request, Harpoon shall execute a bill of sale conveying such inventory. Without prejudice to the generality of the foregoing, if visits of Harpoon's representatives to AbbVie's facilities are reasonably requested by AbbVie for purposes of transferring the Regulatory Documentation, Harpoon Know-How, Joint Know-How, or other Information to AbbVie or for purposes of providing AbbVie the assistance referenced in the preceding sentence, Harpoon shall send appropriate representatives to AbbVie's facilities. Harpoon shall provide up to [***] and AbbVie shall [***] as mutually agreed by the Parties in writing.\n\n3.6 Expenses and Invoicing. Except as expressly set forth in this Agreement, each Party shall bear all costs and expenses associated with the Development activities for which such Party is responsible under this Agreement and the Initial Development Plan; provided that (a) [***], Harpoon's obligation to bear out of pocket costs shall be limited to [***] (the \"[***]\") and AbbVie shall bear any out of pocket costs in\n\n- 27 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n[***], and (b) [***] AbbVie has the right to assume following determination of Harpoon material breach pursuant to Section 3.1.2. To the extent that the costs of [***], Harpoon shall provide notice to the CMC Working Group. [***]. To the extent consistent with Harpoon's obligations under this Section 3.6, [***] If AbbVie assumes any Initial Development Activities in accordance with Section 3.1.2, then AbbVie shall invoice Harpoon each [***] for all reasonable direct internal (i.e. direct personnel costs) and documented, out- of-pocket costs associated with conducting such Initial Development Activities [***], and, Harpoon shall pay such invoices within [***] of receipt thereof.\n\nSubcontracting.\n\nEach Party shall have the right to subcontract any of its Development activities to a Third Party (a \"Third Party Provider\"); provided that, solely with respect of Third Party Providers performing services that are critical or material to the Licensed Compound or Licensed Products (such as contract research organizations and contract manufacturing organizations,) Harpoon must (a) [***] (b) except with respect to Third Party Providers [***] and (c) obtain a written undertaking from the Third Party Provider sufficient for Harpoon to comply with the applicable terms and conditions of this Agreement, including the confidentiality provisions of Article 9.\n\n3.8 Regulatory Matters.\n\n3.8.1 Pre-Exercise Regulatory Activities. Prior to the License Option Exercise Closing Date, the following shall apply:\n\n(a) Harpoon shall have the sole right and responsibility to prepare, obtain and maintain all INDs necessary to perform its obligations under the Initial Development Plan, and to conduct communications with the applicable Regulatory Authorities with respect to such INDs[***] submission to the applicable Regulatory Authorities. Harpoon shall provide [***].\n\n(b) Subject to the immediately following sentence, Harpoon shall provide AbbVie with (i) access to or copies of all material written or electronic correspondence (other than regulatory filings) relating to the Development of Licensed Compounds or Licensed Products received by Harpoon or its Affiliates from, or forwarded by Harpoon or its Affiliates to, the Regulatory Authorities in the Territory, and (ii) if available, copies of meeting minutes and summaries of material meetings, conferences, and discussions held by Harpoon or its Affiliates with the Regulatory Authorities in the Territory, in each case\n\n- 28 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n((i) and (ii)) [***] of its receipt, forwarding or production of the foregoing, as applicable. If such written or electronic correspondence received from any such Regulatory Authority relates to the withdrawal, suspension, or revocation of a Regulatory Approval for a Licensed Product, the prohibition or suspension of the supply of a Licensed Compound or Licensed Product, or the initiation of any investigation, review, or inquiry by such Regulatory Authority concerning the safety of a Licensed Compound or Licensed Product, Harpoon shall notify AbbVie and provide AbbVie with copies of such written or electronic correspondence [***] after receipt of such correspondence.\n\n(c) Harpoon shall provide AbbVie with prior written notice, to the extent Harpoon has advance knowledge, of any scheduled material meeting, conference, or discussion with a Regulatory Authority in the Territory relating to a Licensed Product, [***] after Harpoon or its Affiliates first receive notice of the scheduling of such material meeting, conference, or discussion (or within such shorter period as may be necessary in order to give AbbVie a reasonable opportunity to attend such material meeting, conference, or discussion). [***]\n\n(d) For clarity, all Information provided by Harpoon to AbbVie under this Section 3.8.1 shall be the Confidential Information of Harpoon.\n\n3.8.2 Post-Exercise Regulatory Activities. Effective on the License Option Exercise Closing Date, the following shall apply:\n\n(a) Promptly after the License Option Exercise Closing Date and upon a mutually agreed upon date, but in any event no later than [***] after the License Option Exercise Closing Date, Harpoon shall transition to AbbVie all INDs for Licensed Compounds and Licensed Products.\n\n(b) As between the Parties, AbbVie, at its sole expense, shall have the sole right to prepare, obtain, and maintain the Drug Approval Applications (including the setting of the overall regulatory strategy therefor), other Regulatory Approvals and other regulatory submissions, and to conduct communications with the Regulatory Authorities, for Licensed Compounds or Licensed Products in the Territory (which shall include filings of or with respect to INDs and other filings or communications with the Regulatory Authorities). Harpoon shall support AbbVie, as may be reasonably necessary, in obtaining Regulatory Approvals for the Licensed Products, and in the activities in support thereof, including providing necessary documents or other materials required by Applicable Law to obtain Regulatory Approvals, in each case in accordance with the terms and conditions of this Agreement and the Initial Development Plan.\n\n(c) All Regulatory Documentation (including all Regulatory Approvals and Product Labeling) specifically relating to the Licensed Compounds or Licensed Products with respect to the Territory shall be owned by, and shall be the sole property and held in the name of, AbbVie or its designated Affiliate, Sublicensee or designee. Harpoon shall duly execute and deliver, or cause to be duly executed and delivered, such instruments and shall do and cause to be done such acts and things, including the filing of such assignments, agreements, documents, and instruments, as may be necessary under, or as AbbVie may reasonably request in connection with, or to carry out more effectively the purpose of, or to better assure and confirm unto AbbVie its rights under, this Section.\n\n3.8.3 Recalls. AbbVie shall make every reasonable effort to notify Harpoon promptly (and in any event no later than [***]) following its determination that any event, incident, or circumstance has occurred that may result in the need for a recall, market suspension, or market withdrawal of a Licensed Product in the Territory, and shall include in such notice the reasoning behind such determination, and any supporting facts. AbbVie (or its Sublicensee) shall have the right to make the final determination whether to voluntarily implement any such recall, market suspension, or market withdrawal in the Territory. If a recall, market suspension, or market withdrawal is mandated by a Regulatory Authority in\n\n- 29 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nthe Territory, AbbVie (or its Sublicensee) shall initiate such a recall, market suspension, or market withdrawal in compliance with Applicable Law. For all recalls, market suspensions or market withdrawals undertaken pursuant to this Section 3.8.3, AbbVie (or its Sublicensee) shall be solely responsible for the execution thereof, and Harpoon shall reasonably cooperate in all such recall efforts, at AbbVie's expense.\n\n3.8.4 Compliance. Each Party shall perform or cause to be performed, any and all of its Development activities, including Initial Development Activities, in good scientific manner and in compliance with all Applicable Law.\n\n3.8.5 Records. Each of Harpoon and AbbVie shall, and shall use their commercially reasonable efforts to ensure that its Third Party Providers shall, maintain records in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes, and in compliance with Applicable Law, which shall be complete and accurate and shall properly reflect all work done and results achieved in the performance of its Development activities which, following the Effective Date, shall record only such activities and shall, to the extent reasonably practicable, not include or be commingled with records of activities outside the scope of this Agreement. Such records shall be retained by Harpoon or AbbVie, as the case may be, for [***], or for such longer period as may be required by Applicable Law. Following the License Option Exercise Closing Date, upon AbbVie's request, Harpoon shall provide to AbbVie copies of the records it has maintained pursuant to this Section 3.8.5 which have not been provided or otherwise transferred to AbbVie pursuant to Section 3.5. AbbVie shall maintain such records and the information disclosed therein in confidence in accordance with Article 9.\n\n3.8.6 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. Prior to the License Option Exercise Closing Date, AbbVie shall not have such right to inspect or copy Harpoon's records, except to the extent required by Applicable Laws, or as reasonably necessary to comply with a request by a Regulatory Authority. AbbVie shall maintain such records and the information disclosed therein in confidence in accordance with Article 9.\n\nARTICLE 4 COMMERCIALIZATION\n\n4.1 In General. Effective on the License Option Exercise Closing Date, AbbVie (itself or through its Affiliates or Sublicensees) shall have the sole right to Commercialize Licensed Compounds and Licensed Products in the Territory at its own cost and expense.\n\n4.2 Commercialization Diligence. Following the License Option Exercise Closing Date, AbbVie shall use Commercially Reasonable Efforts to Commercialize [***] Licensed Product in [***] Major Market following receipt of Regulatory Approval therefor in such Major Market; provided that [***]; provided further that, for purposes of clarity, [***].\n\n- 30 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n[***] If at any time Harpoon has a reasonable basis to believe that AbbVie is in material breach of its obligations under this Section 4.2, then Harpoon may so notify AbbVie, specifying the basis for its belief, and the Parties shall meet within [***] after such notice to discuss in good faith Harpoon's concerns.\n\n4.3 Booking of Sales; Distribution. Effective on the License Option Exercise Closing Date, AbbVie shall have the sole right to invoice and book sales, establish all terms of sale (including pricing and discounts) and warehousing, and distribute the Licensed Products in the Territory and to perform or cause to be performed all related services. AbbVie shall handle all returns, recalls, or withdrawals, order processing, invoicing, collection, distribution, and inventory management with respect to the Licensed Products in the Territory.\n\n4.4 Product Trademarks. Effective on the License Option Exercise Closing Date, AbbVie shall have the sole right to determine and own the Product Trademarks to be used with respect to the Exploitation of the Licensed Products on a worldwide basis. 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. Notwithstanding the foregoing, to the extent required by Applicable Law in a country or other jurisdiction in the Territory, the promotional materials, packaging, and Product Labeling for the Licensed Products used by AbbVie and its Affiliates in connection with the Licensed Products in such country or other jurisdiction shall contain (a) the corporate name of Harpoon (and to the extent required, Harpoon grants AbbVie a license, with the right to sublicense, to use the same solely for such purpose), and (b) the logo and corporate name of the manufacturer (if other than AbbVie or an Affiliate).\n\n4.5 Commercial Supply of Licensed Compounds or Licensed Products.\n\n4.5.1  Commercial Supply of Licensed Compounds or Licensed Products. Effective on the License Option Exercise Closing Date, as between the Parties, AbbVie shall have the sole right, at its expense, to Manufacture (or have Manufactured) and supply the Licensed Compound and Licensed Products for commercial sale in the Territory by AbbVie and its Affiliates and Sublicensees.\n\n4.5.2 Manufacturing Technology Transfer Upon AbbVie's Request. AbbVie shall have the right, at any time [***] the License Option Exercise Closing Date, as applicable, to require Harpoon to effect a one-time full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer of Licensed Compound or Licensed Product) of all Harpoon Know-How specifically relating to the then-current process for the Manufacture of the Licensed Compound and Licensed Products, including process qualification and validation, quality assurance and quality control but excluding [***] (the \"Manufacturing Process\") and to implement the Manufacturing Process at a facility designated by AbbVie (such transfer and implementation, as more fully described in this Section 4.5.2, the \"Manufacturing Technology Transfer\"). Harpoon shall provide, and shall use commercially reasonable efforts to cause its Third Party manufacturers to provide (including by using commercially reasonable efforts to negotiate contractual obligations for such Third Party manufacturers to do so under agreements entered into following the Effective Date), all reasonable assistance requested by AbbVie to enable AbbVie (or its Affiliate or designated Third Party manufacturer, as applicable) to implement the Manufacturing Process at the facility designated by AbbVie. If requested by AbbVie, such assistance shall include providing reasonable assistance to AbbVie to facilitate AbbVie entering into agreements with applicable Third Party suppliers relating to the Licensed Compound and Licensed Products. Without limitation\n\n- 31 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nto the foregoing, in connection with the Manufacturing Technology Transfer, Harpoon shall, and shall use commercially reasonable efforts to cause its Third Party manufacturers (including by using commercially reasonable efforts to negotiate contractual obligations for such Third Party manufacturers to comply with the same obligations under agreements entered into following the Effective Date) to:\n\n(a)  make available to AbbVie (or its Affiliate or designated Third Party manufacturer, as applicable) from time to time as AbbVie may request, all [***]to use and practice the Manufacturing Process;\n\n(b) cause all appropriate [***] assist with the working up and use of the Manufacturing Process [***];\n\n(c) without limiting the generality of Section 4.5.2(b), cause all appropriate [***] employees and representatives of Harpoon and its Affiliates and its Third Party manufacturers to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party manufacturer, as applicable) at the applicable manufacturing facility and make available all necessary equipment, at mutually convenient times, to support and execute the transfer of all applicable analytical methods and the validation thereof (including, all applicable Harpoon Know-How, methods, validation documents and other documentation, materials and sufficient supplies of all primary and other reference standards);\n\n(d) take such steps as are necessary to assist in reasonable respects AbbVie (or its Affiliate or designated Third Party manufacturer, as applicable) in obtaining any necessary licenses, permits or approvals from Regulatory Authorities with respect to the Manufacture of the Licensed Compound and Licensed Products at the applicable facilities; and\n\n(e) provide such other assistance as AbbVie (or its Affiliate or designated Third Party manufacturer, as applicable) may reasonably request to enable AbbVie (or its Affiliate or designated Third Party manufacturer, as applicable) to use and practice the Manufacturing Process and otherwise to Manufacture Licensed Compounds and Licensed Products.\n\nExcept to the extent that a Manufacturing Technology Transfer is requested in connection with a breach of this Agreement, Harpoon's obligations to provide personnel and support under this Section 4.5.2 shall be limited to [***]. Thereafter, if requested by AbbVie, Harpoon shall use commercially reasonable efforts to continue to perform such obligations; provided that AbbVie will reimburse Harpoon for (i) [***]), and (ii) [***] For clarity,[***].\n\n- 32 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n4.5.3 Subsequent Manufacturing Technology Transfer. Without limiting the foregoing, if Harpoon makes any invention, discovery, or improvement specifically relating to the Manufacture of a Licensed Compound or a Licensed Product during the Term, Harpoon shall promptly disclose such invention, discovery, or improvement to AbbVie, and shall, at AbbVie's request, perform technology transfer with respect to such invention, discovery, or improvement in the same manner as provided in Section 4.5.2, provided that any such further technology transfer occurring (a) prior to the License Option Exercise Closing Date shall be at Harpoon's sole expense and (b) after the License Option Exercise Closing Date shall be at AbbVie's sole expense.\n\nARTICLE 5 GRANT OF RIGHTS\n\n5.1 Grants to AbbVie.\n\n5.1.1 Effective upon the date that AbbVie commences performing Initial Development Activities pursuant to Section 3.1.2, Harpoon (on behalf of itself and its Affiliates) shall grant and hereby grants AbbVie a co- exclusive (with Harpoon), royalty-free license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, solely to the extent necessary for AbbVie to conduct Initial Development Activities assumed by AbbVie in accordance with Section 3.1.2 (if any).\n\n5.1.2 Upon the [***], Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie a co-exclusive (with Harpoon), royalty-free (subject to [***] [***]) license, with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know- How, to Develop and Manufacture the Licensed Compounds and Licensed Products solely to the extent necessary for AbbVie to perform [***]. For clarity, with respect [***], AbbVie acknowledges and agrees that [***]. AbbVie further acknowledges and agrees that no sublicense is granted to AbbVie under certain intellectual property rights licensed from [***].\n\n5.1.3 Upon the License Option Exercise Closing Date, Harpoon (on behalf of itself and its Affiliates) hereby grants to AbbVie:\n\n(a) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license (or sublicense), with the right to grant sublicenses in accordance with Section 5.3, under the Harpoon Patents, the Harpoon Know-How, and Harpoon's interests in the Joint Patents and the Joint Know-How, to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory;\n\n(b) an exclusive (including with regard to Harpoon and its Affiliates, except as provided in Section 5.6) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.3, under the Regulatory Approvals and any other Regulatory Documentation that Harpoon or its Affiliates may Control with respect to the Licensed Compounds or Licensed Products solely for purposes of Exploiting the Licensed Compounds and Licensed Products in the Field in the Territory.\n\n- 33 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n(c) The grants set forth in this Section 5.1.3 will automatically come into full force and effect on the License Option Exercise Closing Date without any further action required by either Party under this Agreement.\n\n5.2 Grants to Harpoon. 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.\n\n5.3 Sublicenses. 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. AbbVie shall provide Harpoon with a copy of any such sublicense agreement within [***] after the execution thereof, which copy may be redacted with respect to information not pertinent to compliance with this Agreement.\n\n5.4 Distributorships. AbbVie shall have the right, in its sole discretion, to appoint its Affiliates, and AbbVie and its Affiliates shall have the right, in their sole discretion, to appoint any other Persons, in the Territory or in any country or other jurisdiction of the Territory, to distribute, market, and sell the Licensed Products. Where AbbVie or its Affiliates appoints such a Person and such Person is not an Affiliate of AbbVie and does not have rights to, and does not, Manufacture any Licensed Product (except solely to package or label such Licensed Product purchased in bulk form from AbbVie or its Affiliates), that Person shall be a \"Distributor\" for purposes of this Agreement.\n\n5.5 Co-Promotion Rights. For purposes of clarity, AbbVie and its Affiliates shall have the right, in their sole discretion, to co-promote the Licensed Products with any other Person(s), or to appoint one (1) or more Third Parties to promote the Licensed Products without AbbVie in all or any part of the Territory.\n\n5.6 Retention of Rights.\n\n5.6.1 Notwithstanding the exclusive licenses granted to AbbVie pursuant to Section 5.1.3, Harpoon retains the right to practice under the Harpoon Patents, the Harpoon Know-How, Harpoon's interests in the Joint Patents and the Joint Know-How, Regulatory Approvals and any other Regulatory Documentation (a) to perform (and to sublicense Third Parties to perform as permitted hereunder) its obligations under this Agreement and (b) for any purpose outside the scope of the licenses and rights granted pursuant to Sections 3.2.3 and 5.1, including to Exploit any products or services other than Licensed Compounds or Licensed Products, subject to Section 5.8. Except as expressly provided herein, Harpoon grants no other right or license, including any rights or licenses to the Harpoon Patents, the Harpoon Know-How, Harpoon's interests in the Joint Patents and Joint Know-How, the Regulatory Documentation or any other Patent or intellectual property rights not otherwise expressly granted herein. For clarity, if AbbVie does not exercise its License Option, Harpoon retains all rights under Harpoon's interests in the Joint Patents and the Joint Know-How, if any, to Exploit the Licensed Compounds and Licensed Products in its sole discretion without duty to account to AbbVie in connection with such use or Exploitation.\n\n5.6.2 Except as expressly provided herein, AbbVie grants no other right or license, including any rights or licenses to the AbbVie Patents, the AbbVie Know-How, the Regulatory Documentation, or any other Patent or intellectual property rights not otherwise expressly granted herein.\n\n5.7 Confirmatory Patent License. Harpoon shall if requested to do so by AbbVie immediately enter into confirmatory license agreements consistent with this Agreement in the form or substantially the form reasonably requested by AbbVie for purposes of recording the licenses granted under\n\n- 34 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nthis Agreement with such patent offices in the Territory as AbbVie considers appropriate. Until the execution of any such confirmatory licenses, so far as may be legally possible, Harpoon and AbbVie shall have the same rights in respect of the Harpoon Patents and Joint Patents and be under the same obligations to each other in all respects as if the said confirmatory licenses had been executed.\n\n5.8 Exclusivity with Respect to the Territory.\n\n5.8.1 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.\n\n5.8.2 Notwithstanding the provisions of Section 5.8, if, during the Term, (a) Harpoon or any of its Affiliates acquires, as the result of an Acquisition, rights to a Competing Product, such Acquisition, and the development, manufacture or commercialization of such Competing Product thereafter, shall not constitute a breach of Section 5.8 if Harpoon or such Affiliate, as applicable, [***]; or (b) Harpoon undergoes a Change in Control and the relevant acquirer is either then commercializing a Competing Product, or has in development any Competing Product, such Change in Control, and the commercialization (or development and subsequent commercialization, if such Competing Product receives Regulatory Approval) of such Competing Product by such relevant acquirer or any of its Affiliates, shall not constitute a breach of Section 5.8; provided that such (x) acquirer Segregates the Competing Product and (y) AbbVie shall have the right, in its sole and absolute discretion, by written notice delivered to Harpoon (or its successor) at any time during the [***] following the written notice contemplated by Section 13.2.1, to (i) terminate any or all provisions of this Agreement providing for any delivery by AbbVie to Harpoon of Confidential Information of AbbVie relating to activities contemplated by this Agreement, save only for (A) Article 6, (B) information regarding sublicenses pursuant to Section 5.3, (C) information regarding the prosecution, enforcement, defense, litigation, infringement and licensing of Patents pursuant to (1) Sections 7.2.1, 7.2.3, 7.3.1, 7.3.5, 7.4, and 7.5.2, (2) solely with respect to Joint Patents, Sections 7.2.2, 7.3.2, and 7.5.3, and (3) solely with respect to Joint Patents and Harpoon Patents, Sections 7.3.4 and 7.5.1, (D) notice of any license pursuant to Section 5.9.2, (E) safety data pursuant to Section 8.1, (F) proposed disclosures pursuant to Section 9.5, (G) communications under Section 11.4 and (H) notices pursuant to Sections 11.3 and 13.1; and (ii) disband the JGC and terminate its activities, in which case the provisions set forth in the last sentence of Section 2.3 shall apply.\n\n5.9 In-License Agreements.\n\n5.9.1 During the Term, neither Harpoon nor any of its Affiliates shall, [***], not to be unreasonably withheld, conditioned or delayed, enter into any agreement with a Third Party related to Information, Regulatory Documentation, materials, Patents, or other intellectual other property rights [***].\n\n5.9.2 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. If AbbVie elects (in a written communication submitted to Harpoon) not to enter into any such agreement, Harpoon may enter into any such agreement. Notwithstanding the foregoing, if a [***] owned or controlled by a Third Party is [***]\n\n- 35 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n[***], then [***] the costs associated with any such license to the Patent or other intellectual property right of such Third Party (\"AbbVie [***] Rights\").\n\n5.9.3 If Harpoon or any of its Affiliates, after the Effective Date, become a party to a license, sublicense or other agreement for [***], or as permitted in Sections 5.9.1 or 5.9.2, then Harpoon shall inform AbbVie and shall provide AbbVie with a copy of such license, sublicense, or other agreement (\"Proposed Future In-Licensed Rights\"). If AbbVie notifies Harpoon in writing within [***] after receipt of such copy that AbbVie wishes to receive a license or sublicense (as applicable) under, and be subject to the rights and obligations of, the Proposed Future In-Licensed Rights as they apply to AbbVie and this Agreement, then the Proposed Future In-Licensed Rights shall automatically be included in the Harpoon Patents and/or Harpoon Know-How (as applicable) hereunder and AbbVie agrees to abide by all applicable terms and conditions of such license, sublicense or other agreement, as it relates to AbbVie and this Agreement, including payment of any financial obligations based upon AbbVie's practice of such intellectual property rights. Effective on and following the License Option Exercise Closing Date, AbbVie shall be solely responsible for payment of any financial obligations under [***], and any license, sublicense or other agreement AbbVie elects to enter into with a Third Party that grants rights to AbbVie in connection with the Manufacture of a Licensed Compound or Licensed Product. Except as provided in this Section 5.9.3, Harpoon shall be solely responsible for and shall bear any and all payments under any Harpoon In-License Agreements, including any agreement between Harpoon and a Third Party entered prior to or on the Effective Date. For the purpose of clarity, AbbVie shall not be responsible for [***], or (b) [***] relating to the manufacture of any compound or product other than the Licensed Compounds and Licensed Products.\n\nARTICLE 6 PAYMENTS AND RECORDS\n\n6.1 Upfront Payment. No later than [***] following the Effective Date, AbbVie shall pay Harpoon an upfront, non-refundable, non-creditable amount equal to Thirty Million Dollars ($30,000,000).\n\n6.2 Development and Regulatory Milestones. In partial consideration of the rights granted by Harpoon to AbbVie hereunder and subject to the terms and conditions set forth in this Agreement, AbbVie shall pay to Harpoon a non-refundable milestone payment within [***] after the achievement of each of the following milestones, calculated as follows:\n\n6.2.1 upon the License Option Exercise Closing Date, Two Hundred Million Dollars ($200,000,000);\n\n6.2.2 upon first Initiation of the Phase I/IB Trial under the Initial Development Plan for a Licensed Compound in the U.S., Fifty Million Dollars ($50,000,000); provided that subject to Section 3.1.3, (a) if [***] [***], but [***], this milestone payment shall be [***], and (b) if such [***] occurs on or after [***], this milestone payment shall be [***];\n\n6.2.3 upon [***], [***];\n\n- 36 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n6.2.4 upon [***], [***]; and\n\n6.2.5 upon [***] and [***], [***].\n\nEach milestone payment in this Section 6.2 shall be payable only upon the first achievement of such milestone and no amounts shall be due for subsequent or repeated achievements of such milestone, whether for the same or a different Licensed Compound or Licensed Product. The maximum aggregate amount payable by AbbVie pursuant to this Section 6.2 is [***].\n\n6.3 First Commercial Sales Milestones. In partial consideration of the rights granted by Harpoon to AbbVie hereunder and subject to the terms and conditions set forth in this Agreement, AbbVie shall pay to Harpoon the following non-refundable milestone payments due within [***] after the achievement of each of the following milestones, calculated as follows:\n\n6.3.1 upon [***] Licensed Product, [***]; and\n\n6.3.2 upon the First Commercial Sale for the first Licensed Product to achieve such [***], [***].\n\nEach milestone payment in this Section 6.3 shall be payable only upon the first achievement of such milestone and no amounts shall be due for subsequent or repeated achievements of such milestone, whether for the same or a different Licensed Compound or Licensed Product. The maximum aggregate amount payable by AbbVie pursuant to this Section 6.3 is [***].\n\n6.4 Sales-Based Milestones. In partial consideration of the rights granted by Harpoon to AbbVie hereunder and subject to the terms and conditions set forth in this Agreement, AbbVie shall pay to Harpoon the following non- refundable milestone payments due within [***] after the end of the [***] in which such milestone was achieved for the aggregate sales of all Licensed Products in the Territory, calculated as follows:[***].\n\nEach milestone payment in this Section 6.4 shall be payable only upon the first achievement of such milestone in a [***], and no amounts shall be due for subsequent or repeated achievements of such milestone in subsequent [***], whether for the same or a different Licensed Compound or Licensed Product. The maximum aggregate amount payable by AbbVie pursuant to this Section is [***].\n\n6.5 Royalties.\n\n- 37 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n6.5.1 Royalty Rates. As further consideration for the rights granted to AbbVie hereunder, subject to Section 6.5.3, commencing upon the First Commercial Sale of a Licensed Product in the Territory, on a Licensed Product- by-Licensed Product basis, AbbVie shall pay to Harpoon a royalty on Net Sales of each Licensed Product in the Territory (excluding Net Sales of each Licensed Product in any country or other jurisdiction in the Territory for which the Royalty Term for such Licensed Product in such country or other jurisdiction has expired) during [***] at the following rates:\n\nNet Sales in the Territory of each Licensed Product in a [***] Royalty Rate\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nFor that portion of aggregate Net Sales of each Licensed Product[***] [***]\n\nWith respect to each Licensed Product in each country or other jurisdiction in the Territory, [***].\n\n6.5.2 Royalty Term. AbbVie shall have no obligation to pay any royalty with respect to Net Sales of any Licensed Product in any country or other jurisdiction after the Royalty Term for such Licensed Product in such country or other jurisdiction has expired.\n\n6.5.3 Reductions. Notwithstanding the foregoing:\n\n(a) if in any country or other jurisdiction in the Territory during the Royalty Term for a Licensed Product (i) there is [***], then for each such country  or other jurisdiction, starting with the [***] occurs, the royalties payable to Harpoon for the Net Sales of such Licensed Product in such country or other  jurisdiction shall be [***] set forth in Section 6.5.1; (ii) there [***], then for each such country or other jurisdiction, starting with the [***], the royalties payable to Harpoon for the Net Sales of such Licensed Product in such country or other jurisdiction shall be [***] set forth in Section 6.5.1; and (iii) if for any [***] during the Royalty Term [***] in such country or other jurisdiction during such [***], then the royalties due to Harpoon pursuant to this Section 6.5 in  such country or other jurisdiction shall be [***] in each such [***]. For purposes herein, (A) [***] (B) [***]\n\n- 38 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n[***] in each case ((A) and (B)) of the unit sales of such Licensed Product sold in that country or other jurisdiction by AbbVie, its Affiliates and Sublicensees. Unless otherwise agreed by the Parties, [***] sold during a [***] shall be as reported by [***] or any successor or any other independent sales auditing firm reasonably agreed upon by the Parties;\n\n(b) if AbbVie enters into an agreement with a Third Party in order to obtain a license or right under [***] owned or controlled by such Third Party in a particular country or other jurisdiction pursuant to Section 5.9.2, AbbVie shall be entitled to deduct from [***] hereunder with respect to a Licensed Product for a particular country or other jurisdiction [***] of [***] paid to such Third Party (excluding [***]) as consideration for the grant of the license or sublicense in connection with such Licensed Product (and to the extent reasonably allocable to the Licensed Product, if such Third Party agreement is also applicable to other programs or products of AbbVie) for such country or other jurisdiction; provided that in no case shall such deduction reduce such [***] set forth in [***] [***]. For clarity, no reduction shall apply in connection with payments made by AbbVie in connection with any [***];\n\n(c) [***] in a country or other jurisdiction in the Territory, then, for the purposes of calculating the royalties payable with respect to such Licensed Product under Section 6.5.1, [***]; and\n\n(d) if, and in such case from and after the date on which, a Licensed Product is Exploited in a country or other jurisdiction and such Licensed Product is not either or both (i) [***] or (ii) covered by (A) [***] Licensed Product in such country or other jurisdiction or (B) a [***] in such country or other jurisdiction, then the royalty rate set forth in Section 6.5.1 with respect to such country or other jurisdiction (for purposes of calculations under Section 6.5.1), shall be reduced by [***];.\n\n(e) In no event will the cumulative reductions under the foregoing Sections 6.5.3(a) through 6.5.3(d) reduce the [***] payable to Harpoon on any Licensed Product in any [***] by greater than [***] of the amounts otherwise payable under Section 6.5.1 for such Licensed Product. Credits not exhausted in any [***] may be carried into future [***], subject to the foregoing sentence.\n\n6.6 Royalty Payments and Reports. AbbVie shall calculate all amounts payable to Harpoon pursuant to Section 6.5 at the end of each [***], which amounts shall be converted to Dollars, in accordance with Section 6.7. AbbVie shall pay to Harpoon the royalty amounts due with respect to a given [***] within [***] after the end of such [***]. Each payment of royalties due to Harpoon shall be accompanied by a statement of the amount of Net Sales of each Licensed Product in each country or other jurisdiction the Territory during the applicable [***] (including such amounts expressed in local currency and as converted to Dollars) and a calculation of the amount of royalty payment due on such Net Sales for such [***], including the amount of any reductions pursuant to Section 6.5.3.\n\n6.7 Mode of Payment; Offsets. All payments to either Party under this Agreement shall be made by deposit of Dollars in the requisite amount to such bank account as the receiving Party may from\n\n- 39 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\ntime to time designate by notice to the paying Party. For the purpose of calculating any sums due under, or otherwise reimbursable pursuant to, this Agreement (including the calculation of Net Sales expressed in currencies other than Dollars), a Party shall convert any amount expressed in a foreign currency into Dollar equivalents using its, its Affiliate's or Sublicensee's standard conversion methodology consistent with Accounting Standards. [***].\n\n6.8 Withholding Taxes.\n\n6.8.1 Withholding Amounts. Where any sum due to be paid to either Party hereunder is subject to any withholding or similar tax, the Parties shall use their commercially reasonable efforts to do all such acts and things and to sign all such documents as will enable them to take advantage of any applicable double taxation agreement or treaty. In the event there is no applicable double taxation agreement or treaty, or if an applicable double taxation agreement or treaty reduces but does not eliminate such withholding or similar tax, the payor shall remit such withholding or similar tax to the appropriate government authority, deduct the amount paid from the amount due to payee and secure and send to payee the best available evidence of the payment of such withholding or similar tax. Any such amounts deducted by the payor in respect of such withholding or similar tax shall be treated as having been paid by the payor for purposes of this Agreement. If withholding or similar taxes are paid to a government authority, each Party will provide the other such assistance as is reasonably required to obtain a refund of the withheld or similar taxes, or to obtain a credit with respect to such taxes paid. In the event that a government authority retroactively determines that a payment made by the paying Party to the receiving Party pursuant to this Agreement should have been subject to withholding or similar (or to additional withholding or similar) taxes, and such paying Party (the \"Withholding Party\") remits such withholding or similar taxes to the government authority, including any interest and penalties that may be imposed thereon (together with the tax paid, the \"Withholding Amount\"), the Withholding Party will have the right (a) to offset the Withholding Amount against future payment obligations of the Withholding Party under this Agreement or (b) to invoice the receiving Party for the Withholding Amount (which shall be payable by the receiving Party within [***] of its receipt of such invoice), or to pursue reimbursement of the Withholding Amount by any other available remedy.\n\n6.8.2 Withholding Actions. Notwithstanding the foregoing, the Parties acknowledge and agree that if AbbVie (or its assignee pursuant to Section 13.4) is required by Applicable Law to withhold taxes in respect of any amount payable under this Agreement, and if such withholding obligation arises as a result of any action taken by AbbVie or its Affiliate or successor or assignee, including without limitation an assignment of this Agreement as permitted under Section 13.4 of this Agreement, a change in tax residency of AbbVie, or payments arise or are deemed to arise through a branch of AbbVie and such withholding taxes exceed the amount of withholding taxes that would have been applicable if such action had not occurred (each an \"AbbVie Withholding Tax Action\"), then, any such amount payable shall be increased to take into account such increased withholding taxes as may be necessary so that, after making all required withholdings Harpoon (or its assignee pursuant to Section 13.4) receives an amount equal to the sum it would have received had no such AbbVie Withholding Tax Action occurred. Harpoon shall (a) use its commercially reasonable efforts to obtain an exemption of such withheld amounts to the extent practicable under Applicable Law and (b) cooperate with AbbVie to obtain a reduction or refund of such withheld amounts.\n\n6.9 Indirect Taxes. Except as otherwise provided in this Agreement, all payments due under this Agreement are exclusive of value added taxes, sales taxes, consumption taxes and other similar taxes (the \"Indirect Taxes\"). Notwithstanding anything to the contrary in this Agreement, AbbVie shall be responsible for any Indirect Taxes as well as any transfer, documentary, sales use, stamp, registration, value added or other similar tax that is imposed with respect to the payments or the related transfer of rights or other property pursuant to the terms of this Agreement. If the Indirect Taxes originally paid or otherwise borne by the paying Party are in whole or in part subsequently determined not to have been chargeable, all reasonably necessary steps will be taken by the receiving Party to receive a refund of these undue Indirect Taxes from the\n\n- 40 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\napplicable governmental authority or other fiscal authority and any amount of undue Indirect Taxes repaid by such authority to the receiving Party will be transferred to the paying Party within [***] of receipt.\n\n6.10 Interest on Late Payments. If any payment due to either Party under this Agreement is not paid when due, then such paying Party shall pay interest thereon (before and after any judgment) at [***] such interest to run from the date on which payment of such sum became due until payment thereof in full together with such interest; provided however that [***], then such interest [***], as adjusted from time to time on the [***].\n\n6.11 Audit. AbbVie shall, shall cause its Affiliates to, and shall use commercially reasonable efforts to cause its Sublicensees to, keep complete and accurate books and records pertaining to Net Sales of Licensed Products, in sufficient detail to calculate all amounts payable hereunder. At the request of Harpoon, AbbVie shall permit an independent public accounting firm of nationally recognized standing designated by Harpoon and reasonably acceptable to AbbVie, [***], to audit the books and records maintained pursuant to this Section 6.11 to ensure the accuracy of all reports and payments made hereunder, including any permitted deductions from Net Sales pursuant to Section 1.108. Such examinations may not (a) be conducted for any [***] [***] (b) be conducted more than once in any [***] period or (c) be [***] (unless a previous audit revealed an underpayment with respect to such [***]). The accounting firm shall disclose to Harpoon only whether the reports are correct or not, and the specific details concerning any discrepancies. No other information shall be shared. Except as provided below, the cost of this audit shall be borne by Harpoon, unless the audit reveals a variance [***] from the reported amounts or [***], in which case AbbVie shall bear the cost of the audit.\n\n6.12 Audit Dispute. In the event of a dispute with respect to any audit under Section 6.11, Harpoon and AbbVie shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [***], the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party's certified public accountants or to such other Person as the Parties shall mutually agree (the \"Audit Expert\"). The decision of the Audit Expert shall be final and the costs of such determination as well as the initial audit shall be borne between the Parties in such manner as the Audit Expert shall determine. Not later than [***] after such decision and in accordance with such decision, AbbVie shall pay the additional amounts or Harpoon shall reimburse the excess payments, as applicable.\n\n6.13 Confidentiality. The receiving Party shall treat all information subject to review under this Article 6 in accordance with the confidentiality provisions of Article 9 and the Parties shall cause the Audit Expert to enter into a reasonably acceptable confidentiality agreement with AbbVie obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement.\n\n6.14 [***] The development and regulatory milestone payments, first commercial sales milestone payments, sales-based milestone payments and royalties in Sections 6.2, 6.3 6.4, and 6.5 shall not apply at the same rates to Development and Commercialization of Licensed Compounds or Licensed Products [***] for eligibility to be treated for such disease, state, or condition with a Licensed Compound or Licensed Product or for monitoring patients who are or have been treated with a Licensed Compound or Licensed Product. In the event that a Licensed Compound or Licensed Product is Developed for any such purposes, [***] for the sale of such Licensed Product that [***] of such Licensed Product and [***], as applicable; provided that, for clarity, any such [***]\n\n- 41 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n[***] [***] under this Agreement with respect to Licensed Compounds or Licensed Products that are [***].\n\n6.15 No Other Compensation. Each Party hereby agrees that the terms of this Agreement fully define all consideration, compensation and benefits, monetary or otherwise, to be paid, granted or delivered by one Party to the other Party in connection with the transactions contemplated herein. Neither Party previously has paid or entered into any other commitment to pay, whether orally or in writing, any of the other Party's employees, directly or indirectly, any consideration, compensation or benefits, monetary or otherwise, in connection with the transaction contemplated herein.\n\nARTICLE 7 INTELLECTUAL PROPERTY\n\n7.1 Ownership of Intellectual Property.\n\n7.1.1 Ownership of Technology. Subject to Section 3.8.2(c) and Section 7.1.2, as between the Parties, each Party, or their respective Affiliates, shall own and retain all right, title, and interest in and to any and all: (a) Information and inventions that are conceived, discovered, developed, or otherwise made by or on behalf of such Party or its Affiliates (including subcontractors thereof) under or in connection with this Agreement, whether or not patented or patentable, and any and all Patents and other intellectual property rights with respect thereto, except to the extent that any such Information or invention or any Patent or intellectual property rights with respect thereto, is Joint Know-How or Joint Patents, and (b) other Information, inventions, Patents, and other intellectual property rights that are owned or otherwise Controlled (other than pursuant to the license grants set forth in Sections 5.1 and 5.2) by such Party or its Affiliates.\n\n7.1.2 Ownership of Joint Patents and Joint Know-How. Subject to Section 3.8.2(c), as between the Parties, each Party, or their respective Affiliates, shall own an equal, undivided interest in and to any and all (a) Information and inventions that are conceived, discovered, developed or otherwise made jointly by or on behalf of Harpoon or its Affiliates (including subcontractors thereof), on the one hand, and AbbVie or its Affiliates (including subcontractors thereof), on the other hand, in connection with the work conducted under or in connection with this Agreement, in each case whether or not patented or patentable (the \"Joint Know-How\"), and (b) Patents (the \"Joint Patents\") and other intellectual property rights with respect to the Information and inventions described in subclause (a) (together with Joint Know-How and Joint Patents, the \"Joint Intellectual Property Rights\"). Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents. Subject to the licenses and rights of reference granted under Sections 5.1 and 5.2 and, in the case of Harpoon, its exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent from or accounting to the other Party. Notwithstanding the foregoing, with respect to (1) any [***], and (2) any [***].\n\n7.1.3 United States Law. The determination of whether Information and inventions are conceived, discovered, developed, or otherwise made by a Party for the purpose of allocating proprietary rights (including Patent, copyright or other intellectual property rights) therein, shall, for purposes of this Agreement, be made in accordance with Applicable Law in the United States.\n\n- 42 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n7.1.4 Assignments.\n\n(a) Each Party shall cause all Persons who perform activities for such Party under this Agreement to prospectively or be under an obligation to assign (or, if Applicable Law does not permit such Person to agree to such assignment obligation despite such Party's using commercially reasonable efforts to negotiate such assignment obligation, provide a license under) all of their rights in any Information and inventions resulting therefrom to such Party, except where Applicable Law requires otherwise and except in the case of governmental, not-for-profit and public institutions which have standard policies against such an assignment (in which case a suitable license, or right to obtain such a license, shall be obtained).\n\n(b) Each Party will promptly disclose to the other Party in writing, the conception, discovery, development or making of any Joint Know-How or Joint Patents by Persons who perform activities for it under this Agreement. Each Party will execute and record assignments and other necessary documents consistent with such ownership promptly upon request.\n\n7.2 Maintenance and Prosecution of Patents.\n\n7.2.1 Patent Prosecution and Maintenance of Harpoon Patents and Joint Patents.\n\n(a) Subject to Section 7.2.1(b), Harpoon shall have the right, but not the obligation, through the use of internal or outside counsel to prepare, file, prosecute, and maintain the Harpoon Patents and Joint Patents worldwide, at Harpoon's sole cost and expense. Where a Harpoon Patent or Joint Patent [***]. Harpoon shall [***] with regard to the preparation, filing, prosecution, and maintenance of such Harpoon Patents or Joint Patents, including by providing AbbVie with a copy of material communications to and from any patent authority in the Territory regarding such Harpoon Patents or Joint Patents, and by providing AbbVie drafts of any material filings or responses to be made to such patent authorities in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for AbbVie to review and comment thereon. Harpoon shall consider in good faith the requests and suggestions of AbbVie with respect to such drafts and with respect to strategies for filing and prosecuting such Harpoon Patents or Joint Patents in the Territory. Notwithstanding the foregoing, Harpoon shall promptly inform AbbVie of any adversarial patent office proceeding or sua sponte filing, including a request for, or filing or declaration of, any interference, opposition, or re-examination relating to a Harpoon Patent or Joint Patent in the Territory. The Parties shall thereafter consult and cooperate to determine a course of action with respect to any such proceeding in the Territory and Harpoon shall consider in good faith all comments, requests and suggestions provided by AbbVie. [***] If Harpoon decides not to prepare, file, prosecute, or maintain a Harpoon Patent or Joint Patent in a country or other jurisdiction in the Territory, Harpoon shall provide reasonable prior written notice to AbbVie of such intention (which notice shall, in any event, be given no later than [***] prior to the next deadline for any action that may be taken with respect to such Harpoon Patent or Joint Patent in such country or other jurisdiction), AbbVie shall thereupon have the option, in its sole discretion, to assume the control and direction of the preparation, filing, prosecution, and maintenance of such Harpoon Patent or Joint Patent at its expense in such country or other jurisdiction. Upon AbbVie's written acceptance of such option, AbbVie shall assume the responsibility and control for the preparation, filing, prosecution, and maintenance of such Harpoon Patent or Joint Patent. In such event, Harpoon shall reasonably cooperate with AbbVie in such country or other jurisdiction as provided under Section 7.2.3.\n\n(b) On and after the License Option Exercise Closing Date with respect to a Licensed Compound or Licensed Product, AbbVie shall have the responsibility for and control over the\n\n- 43 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\npreparation, filing, prosecution, and maintenance of all Harpoon Patents that [***](\"Product-Specific Patents\") and Joint Patents, at AbbVie's sole cost and expense. For clarity, Product-Specific Patents shall not include [***], including any Patent that [***] as long as such Harpoon Patent does not include any claim [***]. AbbVie shall keep Harpoon fully informed of all material steps with regard to the preparation, filing, prosecution, and maintenance of Product-Specific Patents or Joint Patents. If AbbVie decides not to prepare, file, prosecute, or maintain a Product-Specific Patent or Joint Patent in a country or other jurisdiction in the Territory, AbbVie shall provide reasonable prior written notice to Harpoon of such intention (which notice shall, in any event, be given no later than [***] prior to the next deadline for any action that may be taken with respect to such Product-Specific Patent or Joint Patent in such country or other jurisdiction), and Harpoon shall thereupon have the option, in its sole discretion, to assume the control and direction of the preparation, filing, prosecution, and maintenance of such Product-Specific Patent or Joint Patent at its sole cost and expense in such country or other jurisdiction. Upon Harpoon's written acceptance of such option, Harpoon shall assume the responsibility and control for the preparation, filing, prosecution, and maintenance of such specific Product-Specific Patent or Joint Patent. In such event, AbbVie shall reasonably cooperate with Harpoon in such country or other jurisdiction as provided under Section 7.2.3.\n\n7.2.2 Patent Prosecution and Maintenance of AbbVie Patents. AbbVie shall have the right, but not the obligation, to prepare, file, prosecute, and maintain the AbbVie Patents worldwide, at AbbVie's sole cost and expense.\n\n7.2.3 Cooperation. The Parties agree to cooperate fully in the preparation, filing, prosecution, and maintenance of the Harpoon Patents and Joint Patents in the Territory under this Agreement. Cooperation shall include:\n\n(a) without limiting any other rights and obligations of the Parties under this Agreement, cooperating with respect to the timing, scope and filing of such Patents to preserve and enhance the patent protection for Licensed Compounds and Licensed Products, including the manufacture and use thereof;\n\n(b) executing all papers and instruments, or requiring its employees or contractors to execute such papers and instruments, so as to (i) effectuate the ownership of intellectual property set forth in Section 7.1.1 and 7.1.2; (ii) enable the other Party to apply for and to prosecute Patent applications in the Territory; and (iii) obtain and maintain any Patent extensions, supplementary protection certificates, and the like with respect to the Harpoon Patents and Joint Patents in the Territory, in each case ((i), (ii), and (iii)) to the extent provided for in this Agreement;\n\n(c) consistent with this Agreement, assisting in any license registration processes with applicable governmental authorities that may be available in the Territory for the protection of a Party's interests in this Agreement; and\n\n(d) promptly informing the other Party of any matters coming to such Party's attention that may materially affect the preparation, filing, prosecution, or maintenance of any such Patents in the Territory.\n\n7.2.4 Patent Term Extension and Supplementary Protection Certificate. AbbVie shall be responsible for making decisions regarding patent term extensions, including supplementary protection certificates and any other extensions that are now or become available in the future, wherever applicable, for AbbVie Patents, Joint Patents and Product- Specific Patents in any country or other jurisdiction\n\n- 44 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nand for applying for any extension (including patent term extension and supplementary protection certificate) with respect to such Patents in the Territory. Harpoon shall provide prompt and reasonable assistance, as requested by AbbVie, including by taking such action as patent holder as is required under any Applicable Law to obtain such extension. AbbVie shall pay all expenses in regard to obtaining such extension in the Territory.\n\n7.2.5 European Patents. On or after the License Option Exercise Closing Date, AbbVie shall have the sole right to decide whether a Joint Patent or a Product-Specific Patent should be validated or maintained as a Unitary Patent, whether and when such Patent should be opted out of or opted in to the jurisdiction of the Unified Patent Court (UPC) (including withdrawal of an opt-out), as well as any other issues concerning the jurisdiction of the UPC in connection with such Patent. Harpoon shall, at AbbVie's cost and expense, cooperate with AbbVie and provide to AbbVie and submit to authorities all necessary documents to effect such decision.\n\n7.2.6 Patent Listings. With respect to each Licensed Product, AbbVie will have the sole right to list Joint Patents and Product-Specific Patents with Regulatory Authorities or other agencies, including as required or allowed under Applicable Law. AbbVie shall notify Harpoon in writing of any Harpoon Patents that it intends to list with Regulatory Authorities related to the Licensed Products and, prior to filing any such listing, consult with and consider in good faith the requests and suggestions of Harpoon regarding the same.\n\n7.3 Enforcement of Patents.\n\n7.3.1 Enforcement of Harpoon Patents. Each Party shall promptly notify the other Party in writing of any alleged or threatened infringement of the Product-Specific Patents by a Third Party in the Territory of which such Party becomes aware based on the development, commercialization or Exploitation of, or an application to market, a Licensed Product or a product containing a Licensed Compound in the Territory (the \"Product Infringement\"). AbbVie shall have the sole right, but not the obligation, to prosecute any Product Infringement involving any claims of Product-Specific Patents at its sole expense and AbbVie shall retain control of the prosecution of such claim, suit or proceeding. Harpoon shall have the right to join as a party to such claim, suit, or proceeding in the Territory and participate with its own counsel at its own expense; provided that AbbVie shall retain control of the prosecution of such claim, suit, or proceeding. During any such claim, suit, or proceeding, AbbVie shall keep Harpoon reasonably informed of all material developments in connection with such claim, suit or proceeding. If AbbVie does not take commercially reasonable steps to prosecute (including settling) such a Product Infringement in a country or jurisdiction, then (a) Harpoon may, but is not obligated to, prosecute the Product Infringement at its own expense in such country or jurisdiction, and (b) if Harpoon prosecutes such Product Infringement and obtains an injunction that prevents the sale of a Biosimilar Product by such Third Party in such country or jurisdiction, AbbVie shall not be entitled to apply any royalty reductions pursuant to Section 6.5.3(a) that would otherwise apply as a result of the sale of such Biosimilar Product by such Third Party after the period of such injunction.\n\n7.3.2 Enforcement of AbbVie Patents and Joint Patents.\n\n(a) Each Party shall promptly notify the other Party in writing of any alleged or threatened infringement of the Harpoon Patents that are not Product-Specific Patents, AbbVie Patents or Joint Patents by a Third Party in the Territory of which such Party becomes aware based on the development, commercialization, Exploitation, or an application to market a Licensed Product or a product containing a Licensed Compound in the Territory.\n\n(b) Subject to Sections 7.3.3 and 7.3.4, Harpoon shall have the first right, but not the obligation, to prosecute any such alleged or threatened infringement of Harpoon Patents that are not Product-Specific Patents in the Territory at its sole expense and Harpoon shall retain control of the\n\n- 45 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nprosecution of such claim, suit or proceeding. If Harpoon prosecutes any such infringement, AbbVie shall have the right to join as a party to such claim, suit or proceeding in the Territory and participate with its own counsel at its own expense; provided that Harpoon shall retain control of the prosecution of such claim, suit or proceeding. During any such claim, suit, or proceeding, Harpoon shall keep AbbVie reasonably informed of all material developments in connection with such claim, suit or proceeding. If Harpoon does not take commercially reasonable steps to prosecute the alleged or threatened infringement in the Territory with respect to such Harpoon Patents, then solely following the License Option Exercise Closing Date, AbbVie may prosecute such infringement in the Territory at its own expense, unless Harpoon reasonably believes that the prosecution of such infringement by AbbVie would have a material adverse impact on Harpoon's global patent portfolio, or upon the use or application of such Harpoon Patents in connection with other products and compounds Controlled by Harpoon, its Affiliates or sublicensees. For clarity, this Section 7.3.2(b) is inapplicable to any biosimilar patent litigation relating to any Licensed Compound or Licensed Product as set forth in Sections 7.3.3 and 7.3.4.\n\n(c) AbbVie shall have the sole right, but not the obligation, to prosecute any such infringement of the AbbVie Patents in the Territory at its sole expense and AbbVie shall retain control of the prosecution of such claim, suit or proceeding.\n\n(d) AbbVie shall have the first right, but not the obligation, to prosecute any such infringement of Joint Patents in the Territory at its sole expense and AbbVie shall retain control of the prosecution of such claim, suit or proceeding. If AbbVie prosecutes any such infringement, Harpoon shall have the right to join as a party to such claim, suit or proceeding in the Territory and participate with its own counsel at its own expense; provided that AbbVie shall retain control of the prosecution of such claim, suit or proceeding. During any such claim, suit, or proceeding, AbbVie shall keep Harpoon reasonably informed of all material developments in connection with such claim, suit or proceeding. If AbbVie does not take commercially reasonable steps to prosecute the alleged or threatened infringement in the Territory with respect to such Joint Patents, then Harpoon may prosecute such infringement in the Territory at its own expense.\n\n7.3.3 Patent Exclusivity Listings. If either Party receives a copy of an application submitted to the FDA under subsection (k) of Section 351 of the PHSA (a \"Biosimilar Application\") naming a Licensed Product as a reference product or otherwise becomes aware that such a Biosimilar Application has been filed (such as in an instance described in Section 351(l)(9)(C) of the PHSA), such Party shall, within [***], notify the other Party so that the other Party may seek permission to view the application and related confidential information from the filer of the Biosimilar Application under Section 351(l)(1)(B)(iii) of the PHSA. If either Party receives any equivalent or similar certification or notice in any other jurisdiction in the Territory, either Party shall, within [***], notify and provide the other Party with copies of such communication. Regardless of the Party that is the \"reference product sponsor\" for purposes of such Biosimilar Application, (a) [***]; (b) AbbVie shall have the right to list any AbbVie Patents, Joint Patents, Product-Specific Patents, and, upon the written consent of Harpoon, such consent not to be unreasonably withheld, conditioned or delayed (taking into account, without limitation, the potential impact of such consent on Harpoon's platform technology and/or other products undergoing development or commercialization by Harpoon or its Third Party licensees and covered by such Harpoon Patents), other Harpoon Patents, insofar as they cover the Biosimilar Product as required pursuant to Section 351(l) (3)(A), Section 351(l)(5)(b)(i)(II), or Section 351(l)(7) of the PHSA, to respond to any communications with respect to such lists from the filer of the Biosimilar Application, and to negotiate with the filer of the Biosimilar Application as to whether to utilize a different mechanism for information exchange than that specified in Section 351(l) of the PHSA; and (c) [***] shall have the sole right to identify such Patents or respond to communications under any equivalent or similar listing in any other jurisdiction in the Territory. If required pursuant to Applicable Law, [***] shall prepare such lists and make such responses at [***] Harpoon shall cooperate with AbbVie's reasonable requests in connection therewith, including meeting any submission deadlines, in each case, to the extent required or permitted by Applicable Law. AbbVie shall (A) reasonably consult with [***]\n\n- 46 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n[***] to a Third Party as contemplated by this Section 7.3.3, and shall consider in good faith Harpoon's advice, requests and suggestions with respect thereto, and (B) notify Harpoon of any such lists or communications promptly after they are made.\n\n7.3.4 Conduct of Biosimilar Patent Litigation Including Under the Biologics Price Competition and Innovation Act. Notwithstanding anything to the contrary in this Section 7.3, AbbVie shall be responsible for initiating and managing any biosimilar litigation relating to Licensed Compounds or Licensed Products worldwide. AbbVie shall have the first right to bring an action for infringement of the AbbVie Patents, Joint Patents, Product-Specific Patents and, upon the written consent of Harpoon, such consent not to be unreasonably withheld, conditioned or delayed (taking into account, without limitation, the potential impact of such consent on Harpoon's platform technology and/or other products undergoing development or commercialization by Harpoon or its Third Party licensees and covered by such Harpoon Patents), other Harpoon Patents, including as required under Section 351(l)(6) of the PHSA following the agreement on a list of patents for litigation under Section 351(l)(4) or exchange of Patent lists pursuant to Section 351(l)(5)(B) of such act, or as required following any equivalent or similar certification or notice in any other jurisdiction. If Harpoon decides pursuant to this Agreement not to allow AbbVie to include such other Harpoon Patents in a litigation against a biosimilar applicant for a biosimilar product, Harpoon shall not assert such Patent in any litigation against the same biosimilar applicant for the same biosimilar product without written approval by AbbVie. The Parties' rights and obligations with respect to the foregoing legal actions shall be as set forth in Sections 7.3.1 through 7.3.5; provided that within [***] of reaching agreement on a list of Patents for litigation under Section 351(l)(4) or exchange of Patent lists pursuant to Section 351(l) (5)(B), AbbVie shall notify Harpoon as to whether or not it elects to prosecute such infringement. Either Party shall, within [***], notify and provide the other Party with copies of any notice of commercial marketing provided by the filer of a Biosimilar Application pursuant to Section 351(l)(8)(A) of the PHSA, or any equivalent or similar certification or notice in any other jurisdiction. Thereafter, AbbVie shall have the first right to seek an injunction or other remedies against such commercial marketing as permitted pursuant to Section 351(l)(8)(B) of the PHSA.\n\n7.3.5 Cooperation. The Parties agree to cooperate fully in any infringement action pursuant to this Section 7.3. Where a Party brings such an action in accordance with this Agreement, the other Party shall, where necessary, furnish a power of attorney solely for such purpose or shall join in, or be named as a necessary party to, such action. Unless otherwise set forth herein, the Party entitled to bring any patent infringement litigation in accordance with this Section 7.3 shall have the right to settle such claim; provided that neither Party shall have the right to settle any patent infringement litigation under this Section 7.3 in a manner that imposes any costs or liability on, or involves any admission by, the other Party, without the express written consent of such other Party. The Party commencing the litigation shall provide the other Party with copies of all pleadings and other documents filed with the court if doing so would not waive any privilege or violate any court order or Applicable Law, and shall consider reasonable input from the other Party during the course of the proceedings.\n\n7.3.6 Recovery. Any recovery realized as a result of such litigation described in Section 7.3.1, 7.3.2, or 7.3.5 (whether by way of settlement or otherwise) shall be first, allocated to reimburse the Parties for their costs and expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses). [***]\n\n7.4 Infringement Claims by Third Parties. If the manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may result\n\n- 47 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nin, any claim, suit, or proceeding by a Third Party alleging patent infringement by AbbVie (or its Affiliates or Sublicensees), AbbVie shall promptly notify Harpoon thereof in writing. Subject to Section 11.2, AbbVie shall have the first right, but not the obligation, to defend and control the defense of any such claim, suit, or proceeding at its own expense, using counsel of its own choice. Harpoon may participate in any such claim, suit, or proceeding with counsel of its choice at its own expense. The assumption of the defense of a claim that may be subject to Section 11.2 by either AbbVie or Harpoon shall not be construed as an acknowledgment that Harpoon is liable to indemnify any AbbVie Indemnitee in respect of such indemnity claim, nor shall it constitute a waiver by Harpoon of any defenses it may assert against an AbbVie Indemnitee's claim for indemnification. Without limitation of the foregoing, if AbbVie finds it necessary or desirable to join Harpoon as a party to any such action, Harpoon shall, at AbbVie's expense, execute all papers and perform such acts as shall be reasonably required. If AbbVie elects (in a written communication submitted to Harpoon within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit, or proceeding, within such time periods so that Harpoon is not prejudiced by any delays, Harpoon may conduct and control the defense of any such claim, suit, or proceeding at its own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such claim, suit, or proceeding. [***] under this Section 7.4 shall be [***]\n\n7.5 Invalidity or Unenforceability Defenses or Actions.\n\n7.5.1 Notice. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity, unpatentability or unenforceability of any of the Harpoon Patents, AbbVie Patents, or Joint Patents by a Third Party, in each case in the Territory and of which such Party becomes aware.\n\n7.5.2 Harpoon Patents.\n\n(a) Subject to Section 7.5.2(b), Harpoon shall have the first right, but not the obligation, to defend and control the defense of the validity, patentability and enforceability of the Harpoon Patents at its own expense in the Territory. AbbVie may participate in any such claim, suit, or proceeding in the Territory with counsel of its choice at its own expense; provided that Harpoon shall retain control of the defense in such claim, suit, or proceeding. If Harpoon elects not to defend or control the defense of such Harpoon Patents in a suit brought in the Territory, or otherwise fails to initiate and maintain the defense of any such claim, suit, or proceeding, then solely with respect to Product-Specific Patents included in the Harpoon Patents, and subject to Section 7.5.2(b), AbbVie may request to conduct and control the defense of any such claim, suit, or proceeding at its own expense, with Harpoon's consent not to be unreasonably withheld, conditioned or delayed.\n\n(b) On and after the License Option Exercise Closing Date, AbbVie shall have the responsibility for and control over the defense of the validity, patentability and enforceability of Product-Specific Patents at AbbVie's sole cost and expense. Harpoon may participate in any such claim, suit, or proceeding in the Territory with counsel of its choice at its own expense; provided that AbbVie shall retain control of the defense in such claim, suit, or proceeding. If AbbVie elects not to defend or control the defense of such Product-Specific Patents in a suit brought in the Territory, or otherwise fails to initiate and maintain\n\n- 48 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nthe defense of any such claim, suit, or proceeding, then Harpoon may conduct and control the defense of any such claim, suit, or proceeding at its own expense.\n\n7.5.3 AbbVie Patents and Joint Patents.\n\n(a) AbbVie shall have the sole right, but not the obligation, to defend and control the defense of the validity and enforceability of the AbbVie Patents at its own expense in the Territory.\n\n(b) The Party who is prosecuting the Joint Patents at the relevant time shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Joint Patents at its own expense in the Territory. The other Party may participate in any such claim, suit, or proceeding in the Territory related to the Joint Patents with counsel of its choice at its own expense; provided that the Party who is prosecuting the Joint Patents at the relevant time shall retain control of the defense in such claim, suit, or proceeding. If the Party who is prosecuting the Joint Patents at the relevant time elects not to defend or control the defense of the Joint Patents in a suit brought in the Territory, or otherwise fails to initiate and maintain the defense of any such claim, suit, or proceeding, then the other Party may conduct and control the defense of any such claim, suit, or proceeding, at its own expense.\n\n7.5.4 Cooperation. Each Party shall assist and cooperate with the other Party as such other Party may reasonably request from time to time in connection with its activities set forth in this Section 7.5, including by being joined as a party plaintiff in such action or proceeding, providing access to relevant documents and other evidence, and making its employees available at reasonable business hours. In connection with any such defense or claim or counterclaim, the controlling Party shall consider in good faith any comments from the other Party and shall keep the other Party reasonably informed of any steps taken, and shall provide copies of all documents filed, in connection with such defense, claim, or counterclaim provided that doing so would not waive any privilege or violate any court order or Applicable Law. In connection with the activities set forth in this Section 7.5, each Party shall consult with the other as to the strategy for the defense of the Harpoon Patents and Joint Patents. Neither Party shall have the right to settle any claim, suit, or proceeding under this Section 7.5 in a manner that imposes any costs or liability on, or involves any admission by, the other Party, without the express written consent of such other Party.\n\n7.5.5 Relationship to Enforcement of Patents. Notwithstanding anything herein to the contrary, the defense to any challenge of validity, enforceability or patentability of any of the Harpoon Patents, AbbVie Patents, or Joint Patents that is raised in connection with or in response to an infringement action or a biosimilar litigation shall be controlled by the Party who controls that infringement action or biosimilar litigation, and such Party shall have the right to manage, resolve, settle or dispose any such challenge according to Section 7.3, provided that (a) with respect to any Harpoon Patents that are not Product- Specific Patents and are not involved in any biosimilar patent litigation, where AbbVie is the controlling Party in connection with an infringement action, AbbVie shall not resolve, settle or dispose of such action or litigation in any way that would admit liability on the part of Harpoon, or materially impact the validity, scope or enforceability of such Harpoon Patent, without Harpoon's prior written consent, not to be unreasonably withheld or delayed, and (b) with respect to any Harpoon Patents for which Harpoon did not give its consent to include within a biosimilar litigation, and Harpoon is the controlling Party in connection with an infringement action involving such Patents, then Harpoon shall be the controlling Party in connection with the defense to any challenge of validity, enforceability or patentability of such Harpoon Patents, but shall reasonably consult with AbbVie in connection with any such defense, and shall consider in good faith AbbVie's reasonable comments in relation thereto.\n\n7.6 Product Trademarks. As between the Parties, AbbVie shall own all right, title, and interest to the Product Trademarks in the Territory, and shall be responsible for the registration, prosecution, maintenance and enforcement thereof. All costs and expenses of registering, prosecuting, maintaining and enforcing the Product Trademarks shall be borne solely by AbbVie. Harpoon shall provide all assistance and\n\n- 49 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\ndocuments reasonably requested by AbbVie in support of its prosecution, registration, maintenance and enforcement of the Product Trademarks.\n\n7.7 International Nonproprietary Name. As between the Parties, AbbVie shall have the sole right and responsibility to select the International Nonproprietary Name or other name or identifier for any Licensed Compound or Licensed Product. AbbVie shall have the sole right and responsibility to apply for submission to the World Health Organization for the International Nonproprietary Name, and submission to the United States Adopted Names Council for the United States Adopted Name.\n\n7.8 Inventor's Remuneration. Each Party shall be solely responsible for any remuneration that may be due such Party's inventors under any applicable inventor remuneration laws.\n\n7.9 Common Interest. All information exchanged between the Parties regarding the prosecution, maintenance, enforcement and defense of Patents under this Article 7 will be deemed to be Confidential Information of the disclosing Party. In addition, the Parties acknowledge and agree that, with regard to such prosecution, maintenance, enforcement and defense, the interests of the Parties as collaborators and Harpoon and licensee are to, for their mutual benefit, obtain patent protection and plan patent defense against potential infringement activities by Third Parties, and as such, are aligned and are legal in nature. The Parties agree and acknowledge that they have not waived, and nothing in this Agreement constitutes a waiver of, any legal privilege concerning Patents under this Article 7, including privilege under the common interest doctrine and similar or related doctrines. Notwithstanding anything to the contrary in this Agreement, to the extent a Party has a good faith belief that any information required to be disclosed by such Party to the other Party under this Article 7 is protected by attorney-client privilege or any other applicable legal privilege or immunity, such Party shall not be required to disclose such information and the Parties shall in good faith cooperate to agree upon a procedure (which may include entering into a specific common interest agreement, disclosing such information on a \"for counsel eyes only\" basis or similar procedure) under which such information may be disclosed without waiving or breaching such privilege or immunity.\n\nARTICLE 8 PHARMACOVIGILANCE AND SAFETY\n\n8.1 Pharmacovigilance. Within [***] after the License Option Exercise Closing Date, the Parties shall enter into an agreement to initiate a process for the exchange of adverse event safety data in a mutually agreed format, including postmarketing spontaneous reports received by the Party or its Affiliates in order to (a) with respect to AbbVie, monitor the safety of the Licensed Compound or Licensed Product and to meet reporting requirements with any applicable Regulatory Authority and (b) with respect to Harpoon, permit reasonable access to adverse event safety data for Licensed Compounds or Licensed Products, in each case ((a) and (b)) at AbbVie's expense. Notwithstanding the forgoing, if any adverse event safety data is received or otherwise generated by Harpoon following the License Option Exercise Closing Date and prior to the execution of such agreement, Harpoon shall, within [***] of receiving or otherwise generating such data, provide such data to AbbVie by email to: [***].\n\n8.2 Global Safety Database. Harpoon shall initially set up, hold and maintain (at its sole cost and expense) the global safety database for Licensed Compounds and Licensed Products with respect to safety data obtained in connection with the Initial Development Activities. Within [***] after the License Option Exercise Closing Date, Harpoon shall transfer to AbbVie, in an electronic format reasonably satisfactory to AbbVie, the complete contents of the safety database maintained by Harpoon pursuant to the immediately foregoing sentence, and thereafter AbbVie shall set up, hold, and maintain (at AbbVie's sole cost and expense) the global safety database for Licensed Compounds or Licensed Products. Harpoon shall provide AbbVie with all information necessary or desirable for AbbVie to comply with its pharmacovigilance responsibilities in the Territory, including, as applicable, any adverse drug experiences, from pre-clinical or clinical laboratory, animal toxicology and pharmacology studies, Clinical Studies, and commercial experiences\n\n- 50 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nwith a Licensed Compound or Licensed Product, in each case in any form agreed upon between AbbVie and Harpoon at the time of the request.\n\nARTICLE 9 CONFIDENTIALITY AND NON-DISCLOSURE\n\n9.1 Product Information. Harpoon recognizes that by reason of AbbVie's status as an exclusive optionee pursuant to the grants under Section 3.2.3, AbbVie has an interest in Harpoon maintaining the confidentiality of certain information of Harpoon. Accordingly, following the License Option Exercise Closing Date and for the remainder of the Term, Harpoon shall, and shall cause its Affiliates and its and their respective officers, directors, employees, and agents to, keep confidential, and not publish or otherwise disclose, and not use directly or indirectly for any purpose other than to fulfill Harpoon's obligations hereunder any Information owned or otherwise Controlled by Harpoon or any of its Affiliates specifically relating to any Licensed Compound or Licensed Product, or the Exploitation of any of the foregoing (the \"Product Information\"); except to the extent (a) the Product Information is in the public domain through no fault of Harpoon, its Affiliates or any of its or their respective officers, directors, employees, or agents; (b) such disclosure or use is expressly permitted under Section 9.3, or (c) such disclosure or use is otherwise expressly permitted by the terms of this Agreement. Product Information shall not include [***]. For purposes of Section 9.3, effective as of License Option Exercise Closing Date and for the remainder of the Term, AbbVie shall be deemed to be the disclosing Party with respect to Product Information under Section 9.3 and Harpoon shall be deemed to be the receiving Party with respect thereto. For further clarification, (i) without limiting this Section 9.1, to the extent Product Information is disclosed by Harpoon to AbbVie pursuant to this Agreement, such information shall, subject to the other terms and conditions of this Article 9, also constitute Confidential Information of Harpoon with respect to the use and disclosure of such Information by AbbVie, but (ii) the disclosure by Harpoon to AbbVie of Product Information shall not cause such information to cease to be subject to the provisions of this Section 9.1 with respect to the use and disclosure of such Confidential Information by Harpoon. [***].\n\n9.2 Confidentiality Obligations. At all times during the Term and for a period of [***] following termination or expiration hereof in its entirety, each Party shall, and shall cause its officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information furnished or otherwise made known to it, directly or indirectly, by the other Party, except to the extent such disclosure or use is expressly permitted by the terms of this Agreement or is necessary or reasonably useful for the performance of, or the exercise of such Party's rights under, this Agreement. Notwithstanding the foregoing, to the extent the receiving Party can demonstrate by documentation or other competent proof, the confidentiality and non-use obligations under this Section 9.2 with respect to any Confidential Information shall not include any information that:\n\n9.2.1 has been published by a Third Party or otherwise is or hereafter becomes part of the public domain by public use, publication, general knowledge or the like through no wrongful act, fault or negligence on the part of the receiving Party;\n\n- 51 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n9.2.2 has been in the receiving Party's possession prior to disclosure by the disclosing Party without any obligation of confidentiality with respect to such information; provided that the foregoing exception shall not apply with respect to Regulatory Documentation (excluding clinical protocols) or Joint Know-How;\n\n9.2.3 is subsequently received by the receiving Party from a Third Party without restriction and without breach of any agreement between such Third Party and the disclosing Party;\n\n9.2.4 is generally made available to Third Parties by the disclosing Party without restriction on disclosure; or\n\n9.2.5 has been independently developed by or for the receiving Party without reference to, or use or disclosure of, the disclosing Party's Confidential Information; provided that the foregoing exception shall not apply with respect to Regulatory Documentation (excluding clinical protocols) or Joint Know-How.\n\nSpecific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the receiving Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the receiving Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of the receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the receiving Party unless the combination and its principles are in the public domain or in the possession of the receiving Party.\n\n9.3 Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is:\n\n9.3.1 in the reasonable opinion of the receiving Party's legal counsel, required to be disclosed pursuant to law, regulation or a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental body of competent jurisdiction, (including by reason of filing with securities regulators, but subject to Section 9.5); provided that the receiving Party shall first have given prompt written notice (and to the extent possible, at least [***] notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information. In the event that no protective order or other remedy is obtained, or the disclosing Party waives compliance with the terms of this Agreement, the receiving Party shall furnish only that portion of Confidential Information which the receiving Party is advised by counsel is legally required to be disclosed;\n\n9.3.2 made by or on behalf of the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval of a Licensed Product in accordance with the terms of this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information to the extent practicable and consistent with Applicable Law;\n\n9.3.3 made by or on behalf of the receiving Party to a patent authority as may be necessary or reasonably useful for purposes of preparing, obtaining, defending or enforcing a Patent in accordance with the terms of this Agreement; provided that reasonable measures shall be taken to assure confidential treatment of such Confidential Information, to the extent such protection is available;\n\n9.3.4 made to its or its Affiliates' financial and legal advisors who have a need to know such disclosing Party's Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and\n\n- 52 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nnon-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors, to treat such Confidential Information as required under this Article;\n\n9.3.5 made by the receiving Party or its Affiliates to potential or actual investors or acquirers as may be necessary in connection with their evaluation of such potential or actual investment or acquisition; provided that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of the receiving Party pursuant to this Article 9;\n\n9.3.6 made by AbbVie or its Affiliates or Sublicensees to its or their advisors, consultants, clinicians, vendors, service providers, contractors, existing or prospective collaboration partners, licensees, sublicensees, or other Third Parties as may be necessary or useful in connection with the Exploitation of the Licensed Compound, the Licensed Products, or otherwise in connection with the performance of its obligations or exercise of its rights as contemplated by this Agreement; provided that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information substantially similar to the obligations of confidentiality and non-use of AbbVie pursuant to this Article 9; or\n\n9.3.7 made by Harpoon or its Affiliates after receiving advanced approval from AbbVie, to its or their advisors, consultants, clinicians, vendors, service providers, contractors, or other Third Parties as may be necessary or useful in connection with the performance of their obligations or exercise of their rights as contemplated by this Agreement; provided that such Persons shall be subject to obligations of confidentiality and non-use with respect to such Confidential Information of AbbVie substantially similar to the obligations of confidentiality and non-use of Harpoon pursuant to this Article 9; provided, further, that the advanced approval requirement set forth in this Section 9.3.7 shall not apply to Third Party Providers approved by AbbVie pursuant to Section 3.7.\n\n9.4 Use of Name. Except as expressly provided herein, neither Party shall mention or otherwise use the name, logo, or Trademark of the other Party or any of its Affiliates (or any abbreviation or adaptation thereof) in any publication, press release, marketing and promotional material, or other form of publicity without the prior written approval of such other Party in each instance. The restrictions imposed by this Section 9.4 shall not prohibit either Party from making any disclosure identifying the other Party that, in the opinion of the disclosing Party's counsel, is required by Applicable Law; provided that such Party shall submit the proposed disclosure identifying the other Party in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon.\n\n9.5 Public Announcements. Neither Party shall issue any other public announcement, press release, or other public disclosure regarding this Agreement or its subject matter without the other Party's prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party's counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed (or to which an application for listing has been submitted). Notwithstanding the foregoing, Harpoon shall be free to issue any public announcement, press release, or other public disclosure related to (a) [***], (b) [***], (c) [***], and (d) any publication, presentation or disclosure that was permitted under Section 9.6, provided that any such disclosure under (a) through (d) does not contain any Confidential Information of AbbVie. In the event a Party is, in the opinion of its counsel, required by Applicable Law or\n\n- 53 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nthe rules of a stock exchange on which its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and to the extent possible, at least [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie, its Sublicensees and its and their respective Affiliates shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Compound and Licensed Products, provided that any such disclosure does not contain any Confidential Information of Harpoon.\n\n9.6 Publications. The Parties acknowledge that scientific publications must be monitored to prevent any adverse effect from premature publication of results of the activities contemplated hereunder. Prior to the License Option Exercise Closing Date, if Harpoon intends to publish, present (including presentation at any scientific meeting) or otherwise disclose Information related specifically to the Exploitation of the Licensed Compound or Licensed Products, Harpoon shall provide AbbVie with such proposed publication, presentation or disclosure at least [***] prior to the intended publication date, provided that [***]. AbbVie will have the right to reasonably review and comment to such publication, presentation or disclosure, and Harpoon shall in good faith consider any comments made by AbbVie in such [***] period. If such publication, presentation or disclosure contains Confidential Information of AbbVie, then upon AbbVie's request during such [***] period, Harpoon shall delete any such information identified by AbbVie. If there is a dispute regarding Harpoon's right to publish prior to the License Option Exercise Closing Date, such dispute shall be escalated to the Senior Officers of each Party for resolution, provided that subject to the foregoing sentence, Harpoon shall have the right to make a final decision with respect to such publication. Following the License Option Exercise Closing Date, Harpoon shall not publish, present, or otherwise disclose, and shall cause its Affiliates and Third Party Providers and its and their employees and agents not to disclose any Product Information without the prior written consent of AbbVie, except as required by Applicable Law.\n\n9.7 Return of Confidential Information. Upon the effective date of the termination of this Agreement for any reason, either Party may request in writing, and the other Party shall either, with respect to Confidential Information (in the event of termination of this Agreement with respect to [***] Terminated Territories but not in its entirety, solely to the extent relating specifically and exclusively to such Terminated Territories) to which such other Party does not retain rights under the surviving provisions of this Agreement: (a) as soon as reasonably practicable, destroy all copies of such Confidential Information in the possession of the other Party and confirm such destruction in writing to the requesting Party; or (b) as soon as reasonably practicable, deliver to the requesting Party, at such other Party's expense, all copies of such Confidential Information in the possession of such other Party; provided that such other Party shall be permitted to retain one (1) copy of such Confidential Information for the sole purpose of performing any continuing obligations or exercising any surviving rights hereunder, as required by Applicable Law, or for litigation or archival purposes. Notwithstanding the foregoing, such other Party also shall be permitted to retain such additional copies of or any computer records or files containing such Confidential Information that have been created solely by such Party's automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such other Party's standard archiving and back-up procedures, but not for any other use or purpose.\n\n9.8 Survival. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 9.2.\n\n- 54 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nARTICLE 10 REPRESENTATIONS AND WARRANTIES\n\n10.1 Mutual Representations and Warranties. Harpoon and AbbVie each represents and warrants to the other, as of the Effective Date, as follows:\n\n10.1.1 Organization. It is a corporation duly incorporated, validly existing, and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority, to execute, deliver, and perform this Agreement.\n\n10.1.2 Authorization. The execution and delivery of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and do not violate (a) such Party's charter documents, bylaws, or other organizational documents, (b) in any material respect, any agreement, instrument, or contractual obligation to which such Party is bound, (c) any requirement of any Applicable Law, or (d) any order, writ, judgment, injunction, decree, determination, or award of any court or governmental agency presently in effect applicable to such Party.\n\n10.1.3 Binding Agreement. This Agreement is a legal, valid, and binding obligation of such Party enforceable against it in accordance with its terms and conditions, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance, and general principles of equity (whether enforceability is considered a proceeding at law or equity).\n\n10.1.4 No Inconsistent Obligation. It is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder.\n\n10.1.5 No Misstatements or Omissions. The representations and warranties of such Party in this Agreement, and the Information, documents and materials furnished to the other Party in response to such Party's written requests for due diligence information prior to the Effective Date, do not, taken as a whole, (a) contain any untrue statement of a material fact, or (b) omit to state any material fact necessary to make the statements or facts contained therein, in light of the circumstances under which they were made, not misleading.\n\n10.2 Additional Representations and Warranties of Harpoon. Except as set forth on Schedule 10.2, Harpoon further represents and warrants to AbbVie, as of the Effective Date, as follows:\n\n10.2.1 All Harpoon Patents existing as of the Effective Date are listed on Schedule 10.2.1 (the \"Existing Patents\"). To Harpoon's Knowledge, all Existing Patents existing as of the Effective Date are subsisting and, to Harpoon's Knowledge, are not invalid or unenforceable, in whole or in part, are being diligently prosecuted in the applicable patent offices in the Territory in accordance with Applicable Law, and have been filed and maintained properly and correctly in all material aspect and all applicable fees have been paid on or before the due date for payment.\n\n10.2.2 There are no judgments, or settlements against, or amounts with respect thereto, owed by Harpoon or any of its Affiliates relating to the Existing Patents, or the Harpoon Know-How. No claim or litigation has been brought or threatened in writing or any other form by any Person alleging, and Harpoon has no Knowledge of any claim, whether or not asserted, that the Existing Patents are invalid or unenforceable. To Harpoon's Knowledge, the Development or Commercialization of the Licensed Compounds or Licensed Products as contemplated herein, does not or will not violate, infringe, misappropriate or otherwise conflict or interfere with, any Patent or other intellectual property or proprietary right of any Third\n\n- 55 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nParty. To Harpoon's Knowledge, no Person is infringing or threatening to infringe or misappropriating or threatening to misappropriate the Existing Patents or the Harpoon Know-How.\n\n10.2.3 Harpoon is (a) the sole and exclusive owner of the entire right, title and interest in the Existing Patents listed on Schedule 10.2.1, Part A (the \"Owned Patents\") and the Harpoon Know-How and (b) the sole and exclusive licensee of the Existing Patents listed on Schedule 10.2.1, Part B (the \"In-Licensed Patents\") which are subject to valid and enforceable in-license agreements, in each case ((a) and (b)) free of any encumbrance, lien, or claim of ownership by any Third Party. Harpoon is entitled to grant the licenses specified herein. The Owned Patents and In-Licensed Patents represent all of the Existing Patents.\n\n10.2.4 Harpoon has the right to use and license (or sublicense as the case may be) to AbbVie all Information and Patents necessary to Develop, Manufacture and Commercialize the Licensed Compounds and the Licensed Products as contemplated herein. The Harpoon Patents and Harpoon Know-How are not and will not be subject to any license or other agreement to which Harpoon or any of its Affiliates is a party other than a Harpoon In-License Agreement.\n\n10.2.5 As of the Effective Date, none of Harpoon or its Affiliates and, to Harpoon's Knowledge, any Third Party is in material breach of any Harpoon In-License Agreement.\n\n10.2.6 True, complete, and correct copies of: (a) Harpoon In-License Agreements; and (b) all material adverse information with respect to the safety and efficacy of the Licensed Compounds known to Harpoon, in each case ((a) through (c)) have been provided or made available to AbbVie prior to the Effective Date.\n\n10.2.7 Harpoon and its Affiliates have generated, prepared, maintained, and retained all Regulatory Documentation that is required to be maintained or retained pursuant to and in accordance with Applicable Law, and all such information is in all material aspect true, complete and correct and what it purports to be.\n\n10.2.8 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. To Harpoon's Knowledge, no current or former officer, employee, agent, or consultant of Harpoon or any of its Affiliates is in material violation of any term of any assignment or other agreement regarding the protection of Patents or other intellectual property or proprietary information of Harpoon or any Third Party related to the Harpoon Patents, Harpoon Know-How, Licensed Compounds or Licensed Products.\n\n10.2.9 All rights in all inventions and discoveries, made, developed, or conceived by any employee or independent contractor of Harpoon or any of its Affiliates, and included in Harpoon Know-How or that are the subject of one (1) or more Existing Patents have been assigned in writing to Harpoon or such Affiliate.\n\n10.2.10 Harpoon has obtained the right (including under any Patents and other intellectual property rights) to use all material Information and other materials (including any formulations and manufacturing processes and procedures) developed or delivered by any Third Party under any agreements between Harpoon and any such Third Party that is necessary or reasonably useful for the Development or Commercialization of Licensed Compounds, and Harpoon has the rights under each such agreement to license and transfer such Information or other materials to AbbVie and its designees and to grant AbbVie the right to use such Information or other materials in the Development or Commercialization of the Licensed Compounds or the Licensed Products as set forth in this Agreement.\n\n- 56 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n10.2.11 Harpoon has made (and will make) available to AbbVie, as set forth in Section 3.5.1, all Regulatory Documentation and Harpoon Know-How and all such Regulatory Documentation and Harpoon Know-How are (and, if made available after the Effective Date, will be), to Harpoon's Knowledge, true, complete, and correct. Neither Harpoon nor any of its Affiliates has any Knowledge of [***] that has not been disclosed to AbbVie as of the Effective Date. [***] of a Licensed Product.\n\n10.2.12 Neither Harpoon nor any of its Affiliates, nor any of its or their respective officers, employees, or, to Harpoon's Knowledge, agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of the Licensed Compounds or the Licensed Products, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of the Licensed Compounds or the Licensed Products, or committed an act, made a statement, or failed to make a statement with respect to the Development of the Licensed Compounds or the Licensed Products that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting \"Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities\", set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in the Territory.\n\n10.2.13 There are no amounts that will be required to be paid to a Third Party as a result of the Development or Commercialization of the Licensed Compounds or Licensed Products that arise out of any agreement to which Harpoon or any of its Affiliates is a party.\n\n10.2.14 Neither Harpoon nor any of its employees nor, to Harpoon's Knowledge, agents performing hereunder, have ever been, are currently, or are the subject of a proceeding that could lead to it or such employees or agents becoming, as applicable, a Debarred Entity or Debarred Individual, an Excluded Entity or Excluded Individual or a Convicted Entity or Convicted Individual or added to the FDA's Disqualified/Restricted List. If, during the Term, Harpoon, or any of its employees or agents performing hereunder, become or are the subject of a proceeding that could lead to a Person becoming, as applicable, a Debarred Entity or Debarred Individual, an Excluded Entity or Excluded Individual or a Convicted Entity or Convicted Individual or added to the FDA's Disqualified/Restricted List, Harpoon shall immediately notify AbbVie, and AbbVie shall have the right, exercisable upon written notice given by AbbVie to terminate this Agreement. For purposes of this Agreement, the following definitions shall apply:\n\n(a) A \"Debarred Individual\" is an individual who has been debarred by the FDA pursuant to 21 U.S.C. \u00a7335a (a) or (b) from providing services in any capacity to a Person that has an approved or pending drug or biological product application.\n\n(b) A \"Debarred Entity\" is a corporation, partnership or association that has been debarred by the FDA pursuant to 21 U.S.C. \u00a7335a (a) or (b) from submitting or assisting in the submission of any Drug Approval Application, or a subsidiary or affiliate of a Debarred Entity.\n\n(c) An \"Excluded Individual\" or \"Excluded Entity\" is (A) an individual or entity, as applicable, who has been excluded, debarred, suspended or is otherwise ineligible to participate in federal health care programs such as Medicare or Medicaid by the Office of the Inspector General (OIG/HHS) of the U.S. Department of Health and Human Services, or (B) is an individual or entity, as applicable, who has been excluded, debarred, suspended or is otherwise ineligible to participate in federal procurement and non-procurement programs, including those produced by the U.S. General Services Administration (GSA).\n\n- 57 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n(d) A \"Convicted Individual\" or \"Convicted Entity\" is an individual or entity, as applicable, who has been convicted of a criminal offense that falls within the ambit of 21 U.S.C. \u00a7335a (a) or 42 U.S.C. \u00a71320a - 7(a), but has not yet been excluded, debarred, suspended or otherwise declared ineligible.\n\n(e) \"FDA's Disqualified/Restricted List\" is the list of clinical investigators restricted from receiving investigational drugs, biologics, or devices if the FDA has determined that the investigators have repeatedly or deliberately failed to comply with regulatory requirements for studies or have submitted false Information to the study sponsor or the FDA..\n\n10.2.15 The inventions claimed or covered by the Existing Patents (a) were not conceived, discovered, developed, or otherwise made in connection with any research activities funded, in whole or in part, by the federal government of the United States or any agency thereof, and (b) are not a \"subject invention\" as that term is described in 35 U.S.C. Section 201(f).\n\n10.3 Covenants of Harpoon. Harpoon covenants to AbbVie as follows:\n\n10.3.1 During the Term, neither Harpoon nor any of its Affiliates shall encumber or diminish the rights granted to AbbVie hereunder with respect to the Harpoon Patents, including by not (a) committing any acts or knowingly permitting the occurrence of any omissions that would cause the breach or termination of any Harpoon In-License Agreement, or (b) amending or otherwise modifying or permitting to be amended or modified, any Harpoon In-License Agreement, where such amendment or modification would adversely affect the rights granted to AbbVie hereunder. Harpoon shall promptly provide AbbVie with notice of any alleged, threatened, or actual breach of any Harpoon In-License Agreement.\n\n10.3.2 At any time following the [***] and prior to the expiration of the Option Period (as[***]), at AbbVie's request, Harpoon shall, at its sole cost and expense, exercise its option to acquire the Commercial License [***] for Licensed Products pursuant to [***]. Harpoon shall exercise such Commercial License promptly following written notice of such election by AbbVie to Harpoon. For clarity, Harpoon shall not be responsible for any payment of any financial obligations resulting from any agreement AbbVie elects to enter into with a Third Party in connection with the Manufacture of a Licensed Compound or Licensed Product under [***].\n\n10.3.3 Harpoon and its Affiliates will employ Persons with appropriate knowledge, expertise and experience to conduct and to oversee the Initial Development Activities.\n\n10.3.4 Harpoon shall have obtained from each of its Affiliates, sublicensees, employees and agents who are participating in the Exploitation of the Licensed Compounds or Licensed Products or who otherwise have access to any AbbVie Information or other Confidential Information of AbbVie in connection with activities under this Agreement, rights to any and all Information that arises from or relates to such participation and is necessary or reasonably useful for the Development or Commercialization of Licensed Compounds or Licensed Products, in each case prior to the performance of or participation in such activities, such that AbbVie shall, by virtue of this Agreement, receive from Harpoon, without payments beyond those required by Article 6, the licenses and other rights granted to AbbVie hereunder.\n\n10.4 Covenants of AbbVie. AbbVie covenants to Harpoon as follows:\n\n10.4.1 AbbVie shall have obtained from each of its Affiliates, Sublicensees, employees and agents who are participating in the Exploitation of the Licensed Compounds or Licensed Products or who otherwise have access to any Harpoon Information or other Confidential Information of Harpoon in connection with activities under this Agreement, rights to any and all Information that arises from\n\n- 58 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nor relates to such participation or access and is necessary or reasonably useful for the Development or Commercialization of Licensed Compounds or Licensed Products, in each case prior to the performance of or participation in such activities, such that Harpoon shall, by virtue of this Agreement, receive from AbbVie, without additional consideration, the licenses specified in Section 5.2.\n\n10.5 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.\n\nARTICLE 11 INDEMNITY\n\n11.1 Indemnification of Harpoon. AbbVie shall indemnify Harpoon, its Affiliates and its and their respective directors, officers, employees, and agents (the \"Harpoon Indemnitees\") and defend and save each of them harmless, from and against any and all losses, damages, liabilities, penalties, costs, taxes (including penalties and interest) and expenses (including reasonable attorneys' fees and expenses) (collectively, \"Losses\") in connection with any and all suits, investigations, claims, or demands of Third Parties (collectively, \"Third Party Claims\") incurred by or rendered against the Harpoon Indemnitees arising from or occurring as a result of: [***]\n\n11.2 Indemnification of AbbVie. Harpoon shall indemnify AbbVie, its Affiliates and its and their respective directors, officers, employees, and agents (the \"AbbVie Indemnitees\"), and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims incurred by or rendered against the AbbVie Indemnitees arising from or occurring as a result of: [***]\n\n11.3 Notice of Claim. All indemnification claims in respect of a Party, its Affiliates, or their respective directors, officers, employees and agents shall be made solely by such Party to this Agreement (the \"Indemnified Party\"). The Indemnified Party shall give the indemnifying Party prompt written notice (an \"Indemnification Claim Notice\") of any Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under this Article 11, but in no event shall the indemnifying Party be liable for any Losses to the extent resulting from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent\n\n- 59 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nthat the nature and amount of such Loss is known at such time). The Indemnified Party shall furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any Losses and Third Party Claims.\n\n11.4 Control of Defense.\n\n11.4.1 In General. Subject to the provisions of Sections 7.4 (if applicable), 7.5 and 7.6, at its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within [***] after the indemnifying Party's receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against the Indemnified Party's claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party which shall be reasonably acceptable to the Indemnified Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall promptly deliver to the indemnifying Party all original notices and documents (including court papers) received by the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 11.4.2, the indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim unless specifically requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless the Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any Losses incurred by the indemnifying Party in its defense of the Third Party Claim.\n\n11.4.2 Right to Participate in Defense. Without limiting Section 11.4.1, any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided that such employment shall be at the Indemnified Party's own expense unless (a) the employment thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized by the indemnifying Party in writing, (b) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 (in which case the Indemnified Party shall control the defense), or (c) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case the Indemnifying Party shall control its defense and the Indemnified Party shall control the defense of the Indemnified Party).\n\n11.4.3 Settlement. With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that shall not result in the Indemnified Party's becoming subject to injunctive or other relief, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 11.4.1, the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). If the indemnifying Party does not assume and conduct the defense of a Third Party Claim as provided above, the Indemnified Party may defend against such Third Party Claim. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party shall admit any liability with respect to, or settle, compromise or dispose of, any Third Party Claim without\n\n- 60 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nthe prior written consent of the indemnifying Party. The indemnifying Party shall not be liable for any settlement, compromise or other disposition of a Loss by an Indemnified Party that is reached without the written consent of the indemnifying Party.\n\n11.4.4 Cooperation. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party shall, and shall cause each indemnitee to, cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access [***] afforded to the indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith, subject to refund if the Indemnifying Party is ultimately held not to be obligated to indemnify the Indemnified Party.\n\n11.4.5 Expenses. Except as provided above, the reasonable and verifiable costs and expenses, including fees and disbursements of counsel, incurred by the Indemnified Party in connection with any Third Party Claim shall be reimbursed on a [***] basis in arrears by the indemnifying Party, without prejudice to the indemnifying Party's right to contest the Indemnified Party's right to indemnification and subject to refund in the event the indemnifying Party is ultimately held not to be obligated to indemnify the Indemnified Party.\n\n11.5 Special, Indirect, and Other Losses. EXCEPT (A) FOR FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (B) FOR A PARTY'S BREACH OF ITS OBLIGATIONS UNDER [ARTICLE 9 OR SECTION 5.8], (C) AS PROVIDED UNDER [***] AND (D) 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 11, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE IN CONNECTION WITH OR ARISING IN ANY WAY OUT OF THE TERMS OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE USE OF THE LICENSED COMPOUNDS OR LICENSED PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.\n\n11.6 Insurance. Each Party shall obtain and carry in full force and effect the minimum insurance requirements set forth herein. Such insurance (a) shall be primary insurance with respect to each Party's own participation under this Agreement, (b) shall be issued by a recognized insurer rated by A.M. Best \"A-VII\" (or its equivalent) or better, or an insurer pre- approved in writing by the other Party, and (c) shall list the other Party as an additional insured under the General Liability Policy.\n\n11.6.1 Types and Minimum Limits. The types of insurance, and minimum limits shall be:\n\n(a) Worker's Compensation with statutory limits in compliance with the Worker's Compensation laws of the state or states in which the Party has employees in the United States (excluding Puerto Rico).\n\n(b) Employer's Liability coverage with a minimum limit of [***] provided that a Party has employees in the United States (excluding Puerto Rico).\n\n- 61 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n(c) General Liability Insurance with a minimum limit of [***] and [***] in the aggregate. General Liability Insurance shall include Clinical Trial Insurance. The limits may be met with a combination of primary and commercial umbrella insurance.\n\n11.6.2 Certificates of Insurance. Upon request by a Party, the other Party shall provide Certificates of Insurance evidencing compliance with this Section. 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.\n\n11.6.3 Self-Insurance. Notwithstanding the foregoing, AbbVie may self-insure, in whole or in part, the insurance requirements described above.\n\nARTICLE 12 TERM AND TERMINATION\n\n12.1 Term.\n\n12.1.1 Term. 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\").\n\n12.1.2 Effect of Expiration of the Term. 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.\n\n12.2 Termination for Material Breach.\n\n12.2.1 Material Breach. If either Party (the \"Non-Breaching Party\") believes that the other Party (the \"Breaching Party\") has materially breached one (1) or more of its material obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party (a \"Default Notice\"). If the Breaching Party does not dispute that it has committed a material breach of one (1) or more of its material obligations under this Agreement, then if the Breaching Party fails to cure such breach within ninety (90) days after receipt of the Default Notice, or if such compliance cannot be fully achieved within such ninety- (90-) day period and the Breaching Party has failed to commence compliance or has failed to use diligent efforts to achieve full compliance as soon thereafter as is reasonably possible, the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party. If the Breaching Party disputes that it has materially breached one (1) or more of its material obligations under this Agreement, the dispute shall be resolved pursuant to Section 13.7. If, as a result of the application of such dispute resolution procedures, the Breaching Party is determined to be in material breach of one (1) or more of its material obligations under this Agreement (an \"Adverse Ruling\"), then if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [***] after such ruling, or if such compliance cannot be fully achieved within such [***] period and the Breaching Party has failed to commence diligent efforts to achieve full compliance as soon thereafter as is reasonably possible or as prescribed by the Arbitrator, then the Non-Breaching Party may terminate this Agreement upon written notice to the Breaching Party.\n\n12.2.2 Material Breach Related to Diligence in a Major Market. Notwithstanding Section 12.2.1, if the material breach and failure to cure contemplated by Section 12.2.1 is\n\n- 62 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nwith respect to AbbVie's Commercialization diligence obligations under Section 4.2 with respect to any Major Market, [***].\n\n12.2.3 Invocation of Material Breach. Notwithstanding the foregoing, the Parties agree that termination pursuant to this Section 12.2 is a remedy to be invoked only if the breach is not (a) cured in accordance with Section 12.2.1 (including the timeframes set forth therein), (b) remedied through the payment of money damages determined in accordance with Section 13.7 or (c) adequately remedied through a combination of (a) and (b).\n\n12.3 Additional Termination Rights by AbbVie. 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.\n\n12.4 Termination for Insolvency. In the event that either Party (a) files for protection under bankruptcy or insolvency laws, (b) makes an assignment for the benefit of creditors, (c) appoints or suffers appointment of a receiver or trustee over substantially all of its property that is not discharged within [***] after such filing, (d) is a party to any dissolution or liquidation, (e) files a petition under any bankruptcy or insolvency act or has any such petition filed against it that is not discharged within [***] of the filing thereof, or (f) admits in writing its inability generally to meet its obligations as they fall due in the general course, then the other Party may terminate this Agreement in its entirety effective immediately upon written notice to such Party.\n\n12.5 Rights in Bankruptcy.\n\n12.5.1 Applicability of 11 U.S.C. \u00a7 365(n). All rights and licenses (collectively, the \"Intellectual Property\") granted under or pursuant to this Agreement, including all rights and licenses to use improvements or enhancements developed during the Term, are intended to be, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the \"Bankruptcy Code\") or any analogous provisions in any other country or jurisdiction, licenses of rights to \"intellectual property\" as defined under Section 101(35A) of the Bankruptcy Code. The Parties agree that the licensee of such Intellectual Property under this Agreement shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code, including Section 365(n) of the Bankruptcy Code, or any analogous provisions in any other country or jurisdiction. All of the rights granted to either Party under this Agreement shall be deemed to exist immediately before the occurrence of any bankruptcy case in which the other Party is the debtor.\n\n12.5.2 Rights of non-Debtor Party in Bankruptcy. If a bankruptcy proceeding is commenced by or against either Party under the Bankruptcy Code or any analogous provisions in any other country or jurisdiction, the non-debtor Party shall be entitled to a complete duplicate of (or complete access to, as appropriate) any Intellectual Property and all embodiments of such Intellectual Property, which, if not already in the non-debtor Party's possession, shall be delivered to the non- debtor Party within [***] of such request; provided that the debtor Party is excused from its obligation to deliver the Intellectual Property to the extent the debtor Party continues to perform all of its obligations under this Agreement and the Agreement has not been rejected pursuant to the Bankruptcy Code or any analogous provision in any other country or jurisdiction.\n\n12.6 Termination in Entirety.\n\n12.6.1 In the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3, or by Harpoon pursuant to Section 12.2.1 or 12.4:\n\n(a) all rights and licenses granted by Harpoon hereunder shall immediately terminate;\n\n- 63 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n(b) all rights and licenses granted by AbbVie hereunder shall immediately terminate;\n\n(c) subject to Section 12.10.2 and Section 12.7 (solely following the License Option Exercise Closing Date), AbbVie shall cease any and all Exploitation of Licensed Compounds and Licensed Products and transfer to Harpoon, or destroy (at Harpoon's sole election), copies of all data and Information generated by AbbVie in connection with the Exploitation of Licensed Compounds or Licensed Products, and all rights in such Licensed Compounds and Licensed Products shall revert back to Harpoon; and\n\n(d) if such termination occurs following the License Option Exercise Closing Date, Section 12.7 shall apply with respect to Licensed Compounds and Licensed Products that revert to Harpoon (the \"Harpoon Reversion Products\").\n\n12.6.2 If AbbVie terminates this Agreement in its entirety pursuant to Section 12.2.1 (subject to Section 12.6.3 and Section 12.6.4) or 12.4:\n\n(a) all rights and licenses granted by Harpoon hereunder shall immediately terminate, and AbbVie shall have no further rights in connection with Licensed Compounds and Licensed Products; and\n\n(b) all rights and licenses granted by AbbVie hereunder shall immediately terminate.\n\n12.6.3 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:\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n(d) [***]\n\n(e) [***]\n\n(f) [***]\n\n- 64 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n(g) Following the License Exercise Option Closing Date, all provisions of this Agreement with respect to AbbVie's rights and obligations following the exercise of the License Option shall apply, provided that [***]; and\n\n(h) If the Post CSR Option Period expires without AbbVie delivering a License Option Exercise Notice, then all rights and licenses granted by Harpoon hereunder shall immediately terminate, and AbbVie shall have no further rights in connection with Licensed Compounds and Licensed Products.\n\n12.6.4 Following the License Option Exercise Closing Date, 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 12.6.4, in which case, effective as of the date AbbVie delivers notice of such election to Harpoon :\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n(d) [***]\n\n12.6.5 Following the License Option Exercise Closing Date, if AbbVie has the right to terminate this Agreement in its entirety pursuant to Section 12.4, but elects to retain its rights and licenses pursuant to Section 12.5:\n\n(a) [***]\n\n(b) [***]\n\n(c) [***]\n\n- 65 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n(d) [***].\n\n12.7 Reversion of Harpoon Products. Following the License Option Exercise Closing Date, if this Agreement terminates in its entirety, except for termination by AbbVie pursuant to Section 12.2.1 or Section 12.4, the following shall apply with respect to Harpoon Reversion Products.\n\n12.7.1 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. The foregoing license under the AbbVie Reversion IP shall be payable on a country-by-country basis and [***] (applied mutatis mutandis to Harpoon) by Harpoon, its Affiliates or sublicensees of Harpoon Reversion Products, beginning [***].\n\n12.7.2 AbbVie shall [***], within a reasonable time following the effective date of termination, [***] that was transferred by Harpoon to AbbVie with respect to each Harpoon Reversion Product.\n\n12.7.3 At Harpoon's request, AbbVie shall [***] in connection with Harpoon Reversion Products prior to reversion of such Harpoon Reversion Products.\n\n12.7.4 AbbVie shall [***] pertaining to the applicable Harpoon Reversion Products in its possession or Control.\n\n12.7.5 With respect to any Licensed Product that becomes a Harpoon Reversion Product during any period in which AbbVie is [***] for such Licensed Product, AbbVie shall [***]\n\n- 66 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n[***], provided that Harpoon [***] the foregoing obligations.\n\n12.7.6 If a [***], AbbVie shall [***]. Additionally, upon any Licensed Compound or Licensed Product becoming a Harpoon Reversion Product, AbbVie shall [***]\n\n12.7.7 To the extent that AbbVie [***] for the Commercialization of a Harpoon Reversion Product [***], Harpoon shall have the right to [***]. Harpoon shall exercise such right by written notice to AbbVie within [***] after such Licensed Compound or Licensed Product becomes a Harpoon Reversion Product.\n\n12.7.8 AbbVie shall [***], as may be necessary under, or as Harpoon may reasonably request in connection with Harpoon's rights under this Section 12.7.\n\n12.8 Termination of Terminated Territory. In the event of a termination of this Agreement with respect to a country or other jurisdiction by AbbVie pursuant to Section 12.3 or with respect to a Terminated Territory by Harpoon pursuant to Section 12.2.2 (but not in the case of any termination of this Agreement in its entirety), the term \"Territory\" shall be automatically amended to exclude the Terminated Territory and all rights and licenses granted by Harpoon hereunder (a) shall automatically be deemed to be amended to exclude, if applicable, the right to market, promote, detail, distribute, import, sell, offer for sale, file any Drug Approval Application for, or seek any Regulatory Approval for Licensed Compound or Licensed Products in such Terminated Territory, and (b) shall otherwise survive and continue in effect in such Terminated Territory solely for the purpose of furthering any Commercialization of the Licensed Compounds or Licensed Products in the Territory other than the Terminated Territory or any Development or Manufacturing in support thereof.\n\n12.9 Remedies. Except as otherwise expressly provided herein, termination of this Agreement (either in its entirety or with respect to one (1) or more country(ies) or other jurisdiction(s)) in accordance with the provisions hereof shall not limit remedies that may otherwise be available in law or equity.\n\n12.10 Accrued Rights; Surviving Obligations.\n\n12.10.1 Termination or expiration of this Agreement (either in its entirety or with respect to one (1) or more country(ies) or other jurisdiction(s)) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, Sections 3.6 [***]; 3.8.5 (solely for the purposes, and in accordance with the time periods, set forth therein); 4.6.1 (with respect to any amounts incurred prior to the effective date of termination and subject to reimbursement by AbbVie); 6.2 through 6.6 (with respect to payments for milestone events or Net Sales occurring prior to the effective date of termination); Sections 6.7 through 6.13; Sections 7.1.1 through 7.1.4 (with respect to Patents and Know-How conceived, discovered, developed, or otherwise made prior to expiration or termination of this\n\n- 67 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nAgreement); Section 7.9 (with respect to information exchanged prior to the effective date of termination); Sections 11.1 through 11.5; 12.1.2 and the grants referenced therein (with respect to expiration, but not termination, of this Agreement), 12.5 through 12.8 (with respect to termination, but not expiration, of this Agreement and in accordance with the time periods set forth therein), 12.10, 13.2, 13.3 through 13.13, and 13.15 through 13.20 of this Agreement shall survive the termination or expiration of this Agreement for any reason (unless the reason is expressly limited therein), and Articles 1 (to the extent used in other surviving provisions) and 9 of this Agreement shall survive the termination or expiration of this Agreement for any reason. If this Agreement is terminated with respect to the Terminated Territory but not in its entirety, then following such termination the foregoing provisions of this Agreement shall remain in effect with respect to the Terminated Territory (to the extent they would survive and apply in the event the Agreement expires or is terminated in its entirety), and all provisions not surviving in accordance with the foregoing shall terminate upon termination of this Agreement with respect to the Terminated Territory and be of no further force and effect (and, for purposes of clarity, all provisions of this Agreement shall remain in effect with respect to all countries in the Territory other than the Terminated Territory).\n\n12.10.2 If AbbVie terminates this Agreement with respect to a country or other jurisdiction, or in its entirety pursuant to Section 12.3, AbbVie shall have the right for at least [***] and no more than [***], which period shall be determined by Harpoon in its sole discretion, after the effective date of such termination with respect to such country or other jurisdiction to sell or otherwise dispose of all Licensed Compound or Licensed Product then in its inventory and any in-progress inventory, in each case that is intended for sale or disposition in such country or other jurisdiction, as though this Agreement had not terminated with respect to such country or other jurisdiction, and such sale or disposition shall not constitute infringement of Harpoon's or its Affiliates' Patent or other intellectual property or other proprietary rights. Within [***] from the expiration from this period, AbbVie shall furnish Harpoon a statement showing the quantities of Licensed Products then in AbbVie's inventory and any in- progress inventory. For purposes of clarity, AbbVie shall continue to make payments thereon as provided in Article 6 (as if this Agreement had not terminated with respect to such Major Market or country or other jurisdiction).\n\nARTICLE 13 MISCELLANEOUS\n\n13.1 Force Majeure. Neither Party shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from events beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, hurricanes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), terrorist acts, insurrections, riots, civil commotion, acts of God or acts, omissions or delays in acting by any governmental authority (except to the extent such delay results from the breach by the non-performing Party or any of its Affiliates of any term or condition of this Agreement). The non-performing Party shall notify the other Party of such force majeure within [***] after such occurrence by giving written notice to the other Party stating the nature of the event, its anticipated duration, and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform.\n\n13.2 Change in Control of Harpoon.\n\n13.2.1 Harpoon (or its successor) shall provide AbbVie with written notice of any Change in Control of Harpoon or Acquisition by Harpoon within [***] following the closing date of such transaction.\n\n13.2.2 In the event of [***]\n\n- 68 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n13.3 Export Control. This Agreement is made subject to any restrictions concerning the export of products or technical information from the United States or other countries that may be imposed on the Parties from time to time. Each Party agrees that it will not export, directly or indirectly, any technical information acquired from the other Party under this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity in accordance with Applicable Law.\n\n13.4 Assignment.\n\n13.4.1 Without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned, or delayed, neither Party shall sell, transfer, assign, delegate, pledge, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided that either Party may make such an assignment without the other Party's consent to its Affiliate or to a successor, whether in a merger, sale of stock, sale of assets or any other transaction, of the business to which this Agreement relates. With respect to an assignment to an Affiliate, the assigning Party shall remain responsible for the performance by such Affiliate of the rights and obligations hereunder. Any attempted assignment or delegation in violation of this Section 13.4 shall be void and of no effect. All validly assigned and delegated rights and obligations of the Parties hereunder shall be binding upon and inure to the benefit of and be enforceable by and against the successors and permitted assigns of Harpoon or AbbVie, as the case may be. The permitted assignee or transferee shall assume all obligations of its assignor or transferor under this Agreement. Without limiting the foregoing, the grant of rights set forth in this Agreement shall be binding upon any successor or permitted assignee of Harpoon, and the obligations of AbbVie, including the payment obligations, shall run in favor of any such successor or permitted assignee of Harpoon's benefits under this Agreement.\n\n13.4.2 [***]\n\n- 69 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n13.5 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations of either Party under this Agreement will not be materially and adversely affected thereby, (a) such provision shall be fully severable, (b) this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom, and (d) in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid, and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and reasonably acceptable to the Parties. To the fullest extent permitted by Applicable Law, each Party hereby waives any provision of law that would render any provision hereof illegal, invalid, or unenforceable in any respect.\n\n13.6 Governing Law, Jurisdiction and Service.\n\n13.6.1 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. The Parties agree to exclude the application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods.\n\n13.6.2 Service. Each Party further agrees that service of any process, summons, notice or document by registered mail to its address set forth in Section 13.8.2 shall be effective service of process for any action, suit, or proceeding brought against it under this Agreement in any such court.\n\n13.7 Dispute Resolution. Except for disputes resolved by the procedures set forth in Sections 2.2.3, 3.1.2, 6.12 or 13.11, if a dispute arises between the Parties in connection with or relating to this Agreement, including the determination of the scope or applicability of this Section 13.7 and the agreement to arbitrate, or any document or instrument delivered in connection herewith (a \"Dispute\"), it shall be resolved pursuant to this Section 13.7.\n\n13.7.1 General. Any Dispute shall first be referred to the Senior Officers of the Parties, who shall confer in good faith on the resolution of the issue. Any final decision mutually agreed to by the Senior Officers shall be conclusive and binding on the Parties. If the Senior Officers are not able to agree on the resolution of any such issue within [***] (or such other period of time as mutually agreed by the Senior Officers) after such issue was first referred to them, then, except as otherwise set forth in Section 13.7.2, either Party may, by written notice to the other Party, elect to initiate an arbitration proceeding pursuant to the procedures set forth in Section 13.7.3, which shall fully and finally settle the Dispute.\n\n13.7.2 Intellectual Property Disputes. In the event that a Dispute arises with respect the validity, enforceability, or patentability of any Patent, Trademark or other intellectual property rights, and such Dispute cannot be resolved in accordance with Section 13.7.1, unless otherwise agreed by the Parties in writing, such Dispute shall not be submitted to an arbitration proceeding in accordance with Section 13.7.3 and instead, either Party may initiate litigation in a court of competent jurisdiction, notwithstanding Section 13.6, in any country or other jurisdiction in which such rights apply. In case of a Dispute between the Parties with respect to inventorship, the Parties shall jointly select a patent attorney registered before the United States Patent and Trademark Office and submit such Dispute to the mutually-selected patent attorney for resolution under the United States patent law. The decision of such patent attorney with respect to inventorship shall be final, and the Parties agree to be bound by the decision and share equally the expenses of such patent attorney.\n\n- 70 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n13.7.3 Arbitration. Any arbitration proceeding under this Agreement shall take place pursuant to the procedures set forth in Schedule 13.7.3.\n\n13.7.4 Adverse Ruling. Any determination pursuant to this Section 13.7 that a Party is in material breach of its material obligations hereunder shall specify a (nonexclusive) set of actions to be taken to cure such material breach, if feasible.\n\n13.7.5 Interim Relief. Notwithstanding anything herein to the contrary, nothing in this Section 13.7 shall preclude either Party from seeking interim or provisional relief, including a temporary restraining order, preliminary injunction or other interim equitable relief concerning a Dispute, if necessary to protect the interests of such Party. This Section shall be specifically enforceable.\n\n13.8 Notices.\n\n13.8.1 Notice Requirements. Any notice, request, demand, waiver, consent, approval, or other communication permitted or required under this Agreement shall be in writing, shall refer specifically to this Agreement and shall be deemed given only if (a) delivered by hand, (b) sent by facsimile transmission (with transmission confirmed), or (c) by internationally recognized overnight delivery service that maintains records of delivery, addressed to the Parties at their respective addresses specified in Section 13.8.2 or to such other address as the Party to whom notice is to be given may have provided to the other Party in accordance with this Section 13.8.1. Such notice shall be deemed to have been given as of the date delivered by hand or transmitted by facsimile (with transmission confirmed) or on the [***] (at the place of delivery) after deposit with an internationally recognized overnight delivery service. Any notice delivered by facsimile shall be confirmed by a hard copy delivered as soon as practicable thereafter. This Section 13.8.1 is not intended to govern the day-to-day business communications necessary between the Parties in performing their obligations under the terms of this Agreement.\n\n13.8.2 Address for Notice.\n\nIf to AbbVie, to:\n\nAbbVie Biotechnology LTD c/o Conyers, Dill & Pearman, Clarendon House, 2 Church Street, Hamilton HM 11 Bermuda with a copy (which shall not constitute notice) to:\n\nAbbVie Inc. 1 North Waukegan Road North Chicago, Illinois 60064 United States Attention: [***] Facsimile: [***] If to Harpoon, to: Harpoon Therapeutics, Inc. 131 Oyster Point Blvd, Suite 300 South San Francisco, CA 94080 Attention: [***]\n\n- 71 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nwith a copy (which shall not constitute notice) to:\n\nCooley LLP 3175 Hanover Street Palo Alto, CA 94304 Attention: [***] Email: [***]\n\n13.9 Entire Agreement; Amendments. This Agreement, together with the Schedules attached hereto, sets forth and constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and all prior agreements, understandings, promises, and representations, whether written or oral, with respect thereto are superseded hereby (including that certain Mutual Confidentiality Disclosure Agreement between the Parties or their respective Affiliates dated [***] (the \"Prior NDA\"). The foregoing shall not be interpreted as a waiver of any remedies available to either Party as a result of any breach, prior to the Effective Date, by the other Party (or its Affiliates) of its obligations under the Prior NDA. Each Party confirms that it is not relying on any representations or warranties of the other Party except as specifically set forth in this Agreement. No amendment, modification, release, or discharge with respect to this Agreement shall be binding upon the Parties unless in writing and duly executed by authorized representatives of both Parties.\n\n13.10 English Language. This Agreement shall be written and executed in, and all other communications under or in connection with this Agreement shall be in, the English language. Any translation into any other language shall not be an official version thereof, and in the event of any conflict in interpretation between the English version and such translation, the English version shall control.\n\n13.11 Equitable Relief. Each Party acknowledges and agrees that the restrictions set forth in Section 5.8 and Articles 7 and 9 are reasonable and necessary to protect the legitimate interests of the other Party and that such other Party would not have entered into this Agreement in the absence of such restrictions, and that any breach or threatened breach of any provision of such Section or Articles may result in irreparable injury to such other Party for which there may be no adequate remedy at law. In the event of a breach or threatened breach of any provision of such Section or Articles, the non-breaching Party shall be authorized and entitled to seek from any court of competent jurisdiction injunctive relief, whether preliminary or permanent, specific performance, and an equitable accounting of all earnings, profits, and other benefits arising from such breach, which rights shall be cumulative and in addition to any other rights or remedies to which such non-breaching Party may be entitled in law or equity. Both Parties agree to waive any requirement that the other (a) post a bond or other security as a condition for obtaining any such relief, and (b) show irreparable harm, balancing of harms, consideration of the public interest, or inadequacy of monetary damages as a remedy. Nothing in this Section 13.11 is intended, or should be construed, to limit either Party's right to equitable relief or any other remedy for a breach of any other provision of this Agreement.\n\n13.12 Waiver and Non-Exclusion of Remedies. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party hereto of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by such other Party whether of a similar nature or otherwise. The rights and remedies provided herein are cumulative and do not exclude any other right or remedy provided by Applicable Law or otherwise available except as expressly set forth herein.\n\n13.13 No Benefit to Third Parties. Except as provided in Article 11, covenants and agreements set forth in this Agreement are for the sole benefit of the Parties hereto and their successors and permitted assigns, and they shall not be construed as conferring any rights on any other Persons.\n\n- 72 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\n13.14 Further Assurance. Each Party shall duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including the filing of such assignments, agreements, documents, and instruments, as may be necessary or as the other Party may reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes hereof, or to better assure and confirm unto such other Party its rights and remedies under this Agreement.\n\n13.15 Relationship of the Parties. It is expressly agreed that Harpoon, on the one hand, and AbbVie, on the other hand, shall be independent contractors and that the relationship between the Parties shall not constitute a partnership, joint venture, or agency, including for all tax purposes. Further, the Parties (and any successor, assignee, transferee, or Affiliate of a Party) shall not treat or report the relationship between the Parties arising under this Agreement as a partnership for United States tax purposes, without the prior written consent of the other Party unless required by a final \"determination\" as defined in Section 1313 of the United States Internal Revenue Code of 1986, as amended. Neither Harpoon, on the one hand, nor AbbVie, on the other hand, shall have the authority to make any statements, representations, or commitments of any kind, or to take any action, which shall be binding on the other, without the prior written consent of the other Party to do so. All persons employed by a Party shall be employees of such Party and not of the other Party and all costs and obligations incurred by reason of any such employment shall be for the account and expense of such Party.\n\n13.16 Performance by Affiliates. AbbVie may use one (1) or more of its Affiliates to perform its obligations and duties hereunder and such AbbVie Affiliates are expressly granted certain rights herein; provided that each such Affiliate shall be bound by the corresponding obligations of AbbVie and, subject to an assignment to such Affiliate pursuant to Section 13.4, AbbVie shall remain liable hereunder for the prompt payment and performance of all their respective obligations hereunder.\n\n13.17 Counterparts; Facsimile Execution. This Agreement may be executed in two (2) counterparts, each of which shall be deemed an original, but all of which together shall constitute one (1) and the same instrument. This Agreement may be executed by facsimile or electronically transmitted signatures and such signatures shall be deemed to bind each Party hereto as if they were original signatures.\n\n13.18 References. Unless otherwise specified, (a) references in this Agreement to any Article, Section or Schedule shall mean references to such Article, Section or Schedule of this Agreement, (b) references in any Section to any clause are references to such clause of such Section, and (c) references to any agreement, instrument, or other document in this Agreement refer to such agreement, instrument, or other document as originally executed or, if subsequently amended, replaced, or supplemented from time to time, as so amended, replaced, or supplemented and in effect at the relevant time of reference thereto.\n\n13.19 Schedules. In the event of any inconsistencies between this Agreement and any schedules or other attachments hereto, the terms of this Agreement shall control.\n\n13.20 Construction. Except where the context otherwise requires, wherever used, the singular shall include the plural, the plural the singular, the use of any gender shall be applicable to all genders and the word \"or\" is used in the inclusive sense (and/or). Whenever this Agreement refers to a number of days, unless otherwise specified, such number refers to calendar days. The captions of this Agreement are for convenience of reference only and in no way define, describe, extend, or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. The term \"including,\" \"include,\" or \"includes\" as used herein shall mean \"including, but not limited to,\" and shall not limit the generality of any description preceding such term. The language of this Agreement shall be deemed to be the language mutually chosen by the Parties and no rule of strict construction shall be applied against either Party hereto. Each Party represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of this\n\n- 73 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nAgreement, the Parties agree that no presumption will apply against the Party which drafted such terms and provisions.\n\n[SIGNATURE PAGE FOLLOWS]\n\n- 74 -\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nTHIS AGREEMENT IS EXECUTED by the authorized representatives of the Parties as of the Effective Date. HARPOON THERAPEUTICS, INC. ABBVIE BIOTECHNOLOGY LTD By: /s/ Gerald McMahon Name: Gerald McMahon Title: President and CEO\n\nBy: /s/ Robert Michael Name: Robert Michael Title: Director\n\n[SIGNATURE PAGE TO DEVELOPMENT AND OPTION AGREEMENT]\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nSchedule 1.84\n\nInitial Development Plan\n\n[***]\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nSchedule 1.99\n\nLicensed Compound\n\n[***]\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nSchedule 3.7\n\nPre-Approved Third Party Providers\n\n[***]\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nSchedule 10.2\n\nDisclosure Schedules\n\n[***]\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nSchedule 10.2.1\n\nExisting Patents [***]\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020\n\n\n\n\n\nSchedule 13.7.3\n\nArbitration\n\n[***]\n\nSource: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020"}]}, {"title": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3", "paragraphs": [{"qas": [{"answers": [{"text": "SCHEDULE TO Software License, Customization and Maintenance Agreement", "answer_start": 0}], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Cardlytics, Inc.", "answer_start": 89}, {"text": "Bank of America, N. A", "answer_start": 505}, {"text": "Bank of America", "answer_start": 505}, {"text": "Supplier", "answer_start": 73}], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "3/4/11", "answer_start": 1638}], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "March 3, 2011", "answer_start": 297}], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "CardlyticsInc_20180112_S-1_EX-10.16_11002987_EX-10.16_Maintenance Agreement3__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "SCHEDULE TO Software License, Customization and Maintenance Agreement    Supplier Name:  Cardlytics, Inc.  Agreement Number:  CW251207\n\nSupplier Address:\n\n\n\n621 North Avenue NE Suite C-30 Atlanta, GA 30308\n\nAddendum Number:\n\n\n\nCW255039\n\nSupplier Telephone:  888.798.5802  Addendum Effective Date  March 3, 2011\n\nThis Schedule (\"Schedule\") is made as of the effective date set forth above to that Software License, Customization, and Maintenance Agreement, by and between Cardlytics, Inc. (\"Supplier\") and Bank of America, N. A, (\"Bank of America\"), dated November 5, 2010, as amended (\"SLCMA\"). Each capitalized term used but not defined herein shall have the meaning assigned in the SLCMA.\n\nWHEREAS, Bank of America and Supplier entered into the SLCMA in order to set forth the terms and conditions pursuant to which Supplier provides certain Software to Bank of America,\n\nWHEREAS, the parties desire to add to the SLCMA the Supplier Offer Placement System Software;\n\nNOW THEREFORE, in consideration of the promises and accords made herein, and the exchange of such good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Bank of America and Supplier agree as follows:\n\nThe attached Schedule [A] is hereby incorporated into the SLCMA describing the Offer Placement System Software for use by Bank of America.\n\nTHE FOREGOING IS UNDERSTOOD AND AGREED TO BY:   Cardlytics, Inc. (\"Supplier\")   Bank of America, N.A. (\"Bank of America\")\n\nBy:  /s/ Scott Grimes  By:  /s/ Chandra Torrence\n\nName: Scott Grimes  Name: Chandra Torrence\n\nTitle:  Chief Executive Officer  Title:  V.P., Sourcing Manager\n\nDate:  3/4/11  Date:  3/3/11    1.\n\nSource: CARDLYTICS, INC., S-1, 1/12/2018"}]}, {"title": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "Distributor Agreement", "answer_start": 395}], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Airspan", "answer_start": 526}, {"text": "Distributor", "answer_start": 316}, {"text": "GLS LLC", "answer_start": 729}, {"text": "Airspan Networks Incorporated", "answer_start": 526}], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "31st day of March, 2000", "answer_start": 463}], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "31st day of March, 2000", "answer_start": 463}], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "This Agreement shall remain in effect for sixty (60) months from the Effective Date (the \"Initial Term\").", "answer_start": 42233}], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "South Dakota", "answer_start": 826}, {"text": "This Agreement shall be construed in accordance with and governed by the laws of the State of South Dakota.", "answer_start": 64901}], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 18050}], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 12860}, {"text": "During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers", "answer_start": 37858}, {"text": "Distributor will give Airspan thirty (30) days' prior, written notice of each new potential representation role being considered by Distributor, and Distributor will not undertake such representation without Airspan's prior, written consent, such consent not to be unreasonably withheld.", "answer_start": 4687}, {"text": "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.", "answer_start": 4148}, {"text": "Except as\n\n\n\n\n\nprovided above, in no event will Airspan consent to Distributor's consultation for or representation of a manufacturer or supplier, which is directly or indirectly, a competitor of Airspan.", "answer_start": 4975}], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 2046}], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 64547}], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 58840}], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": false}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the", "answer_start": 2343}, {"text": "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.", "answer_start": 38370}, {"text": "Airspan Products to Distributor's customers in the Territory, and does not transfer any right, title, or interest in any of the Airspan Software to Distributor.", "answer_start": 2553}], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 38370}], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 16653}, {"text": "Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.", "answer_start": 45333}], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 16653}], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "In any event, Airspan shall not be liable      for any direct, indirect, consequential, or special losses or damages      (including, but not limited to, loss of income or profit and loss of data)      that may be suffered by the Distributor or by any other person for failure      to deliver or for any delay or error in delivery of Equipment or Software      for any reason whatsoever.", "answer_start": 26476}, {"text": "Airspan shall not be liable to Distributor on account of termination or expiration of this Agreement for reimbursement or damages for loss of goodwill, prospective profits, or anticipated orders, or on account of any expenditures, investments, leases, or commitments made by either party, or for any other reason whatsoever based upon or growing out of such termination or expiration.", "answer_start": 44947}, {"text": "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\n\n\n\n\n\narising 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", "answer_start": 51323}, {"text": "WITHOUT PREJUDICE TO SECTION 16.4, NEITHER Airspan, NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SHAREHOLDERS, OR AFFILIATES (Airspan AND SUCH OTHER PERSONS, THE \"Airspan PARTIES\"), SHALL HAVE ANY LIABILITY TO DISTRIBUTOR FOR LOSS OF PROFITS, INCOME, REVENUE OR DATA, OR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES OR LOSSES, ARISING FROM 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 THE 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.", "answer_start": 50465}, {"text": "Airspan shall not be liable to Distributor for damages of any kind, including incidental or consequential damages, on account of the termination of this agreement in accordance with this section 13.", "answer_start": 44747}, {"text": "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.", "answer_start": 47419}, {"text": "the Equipment or Software which gave rise to the loss or damage or in connection with which the loss or damage was incurred.", "answer_start": 52179}, {"text": "And Distributor, taken as a whole, shall be liable for physical damage to Airspan's property resulting from Distributor's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "answer_start": 52563}, {"text": "Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).", "answer_start": 52311}], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 47419}, {"text": "Subject to the provisions of this warranty clause, defective parts or components must be returned by Distributor to Airspan's designated facility located within the contiguous 48 states in the United States, freight prepaid, within the Initial Warranty Period, and said defective parts will be repaired or replaced by Airspan at no charge to Distributor.", "answer_start": 48376}, {"text": "The warranty period for any item of Equipment and related Software shall be twelve (12) months from the date of delivery of such Equipment and related Software to Distributor as set forth in Paragraph 8.1 (hereinafter, this period of time shall be referred to as the \"Initial Warranty Period.\")", "answer_start": 47118}, {"text": "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.", "answer_start": 50002}], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": false}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [{"text": "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).", "answer_start": 30946}, {"text": "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.", "answer_start": 26903}, {"text": "In connection with any reference to the Trademarks, Distributor shall not in any manner represent that it has an ownership interest in the Trademarks or registration(s) thereof, and Distributor acknowledges that no action by it or on its behalf shall create in Distributor's favor any right, title, or interest in or to the Trademarks.", "answer_start": 27341}, {"text": "Distributor recognizes the validity of Airspan's copyright in any written material to which Airspan shall have made a claim to copyright protection, and Distributor specifically recognizes Airspan's exclusive right to copyright protection and/or registration of any translation of any advertising, promotional, or descriptive material furnished to Distributor by Airspan.", "answer_start": 27683}], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.5\n\nNote: Portions of this exhibit indicated by\"[*]\" are subject to a confidential treatment request, and have been omitted from this exhibit. Complete, unredacted copies of this exhibit have been filed with the Securities and Exchange Commission as part of this Company's confidential treatment request.\n\nDistributor Agreement                              ---------------------\n\nThis Distributor Agreement (the \"Agreement\") is made effective as of the 31st day of March, 2000 (the \"Effective Date\"), by and between Airspan Networks Incorporated, a company incorporated under the laws of the State of Washington having its principal office at 777 108th Avenue NE, Suite 1895, Bellevue, Washington 98004 (\"Airspan\") and GLS LLC, (\"Distributor\") a limited liability company incorporated under the laws of the State of South Dakota having its principal office at 501 Fourth Street, Sergeant Bluff, IA 51054.\n\nWITNESSETH:\n\nWHEREAS, Airspan is engaged in the design and manufacture of various telecommunications product lines, including, among others, those product lines more completely described in Schedule I hereto (the product lines described in Schedule I, as from time to time amended in accordance with the provisions of this Agreement, are hereinafter called the \"Airspan Products\") the hardware components thereof are sometimes referred to separately as \"Equipment,\" the software components thereof are sometimes referred to separately as \"Software\" as defined in Section 11.1, and an arrangement of Equipment which, when interfaced with Software, is operable to perform predetermined functions, is referred to as a \"System\");\n\nWHEREAS, Distributor is engaged in the promotion of sales of telecommunications products; and\n\nWHEREAS, Airspan desires to appoint Distributor as a Distributor for the Airspan Products for the territory described in Schedule II hereto (the \"Territory\").\n\nNOW, THEREFORE, in consideration of the mutual promises herein contained, it is hereby agreed as follows:\n\n1.   APPOINTMENT.      -----------\n\n1.1  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. Distributor's appointment as a distributor of the Airspan Products grants to Distributor only a license to resell the\n\n- -------------------------------------------------------------------------------\n\nPage 1\n\nAirspan Products to Distributor's customers in the Territory, and does not transfer any right, title, or interest in any of the Airspan Software to Distributor.\n\n1.2  Distributor's relationship to Airspan is that of an independent contractor, and nothing in this Agreement shall constitute Distributor as the agent or employee of Airspan.  Distributor shall have no authority to accept any order or make any offer (except as herein stated), or execute any instrument or make any commitment on behalf of Airspan.  Specifically, without in any way limiting the generality of the foregoing, Distributor agrees not to make any representation, guarantee, or warranty on Airspan's behalf concerning the Airspan Products, but will refer customers to Airspan's printed literature. Nothing contained in this Agreement is to be construed as a limitation or restriction upon Airspan in the sale or other disposition of any of its products to any person, firm, or corporation inside or outside of the Territory. Airspan will pay no commissions under this Agreement.  Distributor's compensation is to be obtained solely by the difference between the price Distributor pays to Airspan and the price Distributor charges its customers. The parties also acknowledge that this Agreement is not intended to create a joint venture or partnership between Airspan and Distributor.\n\n1.3  Distributor will use its best efforts to maintain and support the Airspan Products within the Territory by devoting such attention, time, and effort as may be reasonably necessary to fully develop the available market potential.  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. Distributor will give Airspan thirty (30) days' prior, written notice of each new potential representation role being considered by Distributor, and Distributor will not undertake such representation without Airspan's prior, written consent, such consent not to be unreasonably withheld. Except as\n\n\n\n\n\nprovided above, in no event will Airspan consent to Distributor's consultation for or representation of a manufacturer or supplier, which is directly or indirectly, a competitor of Airspan.\n\n1.4  Distributor shall maintain a place of business at the location specified in Section 21.10 where Distributor can be contacted by Airspan, customers, and prospective customers during regular business hours with a permanent mailing address and an accessible cellular telephone, and will provide Airspan with written notice promptly upon any change in address.  Distributor agrees to assume all of the expenses of this place of business, including rent, stenographic services, and all other expenses except as specifically assumed in writing by Airspan.\n\n- --------------------------------------------------------------------------------\n\nPage 2\n\n1.5  Airspan will provide Distributor with such commercial and technical assistance and training as may reasonably be necessary, in Airspan's sole judgment, to enable Distributor to effectively carry out its activities under this Agreement and, in connection therewith, to provide such sales promotional materials, as Airspan may deem appropriate.  Airspan will provide such technical support as is reasonable and necessary to maintain the product line as a viable competitor in the market.\n\n2.  REPRESENTATIONS AND WARRANTIES.\n\nDistributor hereby represents and warrants as follows:\n\na.   Distributor has been duly registered in accordance with any and all relevant legislation, has received any and all necessary governmental authorizations to enter into and perform its obligations under this Agreement, and that its entry into and performance under this Agreement will not violate applicable legislation;\n\nb.   Distributor is duly registered with all necessary tax authorities and is in compliance with all payment obligations in accordance with applicable legislation.  No claims against or investigations of Distributor with respect to its tax obligations exist;\n\nc.   Distributor is not currently involved in any litigation, arbitration, or other legal proceedings in which claims are being asserted against Distributor which might affect its ability to perform its obligations under this Agreement, nor is Distributor aware of any unasserted claims against Distributor of this nature; and\n\nd.   Distributor's bank accounts have been established and operated in accordance with applicable legislation.  All transactions of Distributor required to be carried out through authorized banks have been so carried out. Distributor is not, has not, and warrants that it will not breach any currency regulation or currency control legislation.  Distributor further warrants that it is not, has not, and will not breach any bank secrecy act, rules or regulations.\n\n3.  SERVICES.\n\n3.1  In addition to the above, the Distributor will perform the following      services under this Agreement:\n\na. In cooperation with Airspan, identify potential customers and project      opportunities within the Territory that will lead to sales/licenses of      Airspan Products and services;\n\nb. Prepare reports on the opportunities that will include:  (1) description      of the project; (2) assessment of the appropriate fit to Airspan Products      and\n\n- --------------------------------------------------------------------------------\n\nPage 3\n\nservices; (3) dollar size and timing of the project; (4) competitive      assessment; and (5) identification of key decision makers and other      technical and commercial contacts;\n\nc. Assist and advise Airspan in the preparation and delivery of appropriate      marketing and sales programs;\n\nd. Initiate and coordinate meetings at all levels for the appropriate      Airspan employees to evaluate the identified projects;\n\ne. Initiate and assist in the preparation of sales and technical meetings      with customers, and where appropriate, attend these meetings with Airspan      personnel and provide administrative support and translation services;\n\n3.2  Distributor will use its best efforts to vigorously and aggressively      promote the sale of Airspan Products within the Territory.  Such efforts      shall include, but shall not be limited to, that advertising within the      Territory which is reasonably necessary.  All such advertising shall follow      the general statements made in advertising prepared by Airspan.  All      advertising shall contain a prominent reference to Airspan, indicating the      actual commercial origin of Airspan Products so advertised.  Distributor      shall not make any claims in its advertising which exceed or contradict\n\n\n\n\n\nclaims made by Airspan in its printed materials.\n\n3.3  Distributor will train and maintain a sufficient number of technical      and sales personnel in order to: (a) serve the demands and needs of its      customers for Airspan Products, service, and support; and (b) carry out the      obligations of Distributor under this Agreement.\n\n3.4  Distributor and its staff will be conversant with the technical      language related to Airspan Products and will develop sufficient knowledge      of the industry, Airspan Products, and products competitive with Airspan      Products (including specifications, features, and benefits) so as to be      able to explain in detail to customers the differences between Airspan      Products and competitive products.  Distributor will conduct or provide for      any training of its personnel which may be necessary to impart such      knowledge.\n\n3.5  Distributor and its staff will research the technical requirements and      specifications of the market for Airspan Products in the Territory and make      information known to Airspan such that Airspan may, at its discretion,      implement appropriate technical changes to the Products to enable them to      be sold in the Territory. Airspan acknowledges that, subject to a further      and separate Agreement, such changes may be implemented in the future by      Distributor, with the assistance of Airspan.\n\n- ------------------------------------------------------------------------------\n\nPage 4\n\n3.6  Distributor agrees to purchase and stock a comprehensive inventory of      spare parts based upon the recommended list set forth in Schedule III to      this Agreement.\n\n3.7  Distributor agrees to provide to its customers' installation services      for all Airspan Products.  All such installation services shall be      performed by Distributor in accordance with Airspan's latest installation      standards as provided by Airspan.\n\n3.8  Distributor agrees to train and have readily available a maintenance      staff to efficiently and expeditiously maintain or upgrade all Airspan      Products purchased or licensed by Distributor from Airspan.  Maintenance      shall be performed in accordance with Airspan's latest maintenance      standards for Airspan Products, as provided by Airspan, by Distributor's      own personnel and may not be subcontracted or delegated to any other person      or entity without Airspan's prior, written authorization.\n\n3.9  Distributor agrees to provide and maintain those facilities adequate      to meet the obligations set forth in this section and of the Agreement.      Distributor further agrees to provide all of the sales and support      functions set forth in this section at no charge to Airspan.\n\n3.10 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.\n\n3.11 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.\n\n3.12 The parties mutually agree that by April 30, 2000, the parties will      negotiate and execute a National Accounts Consulting Agreement whereby the      Distributor will receive consulting fees and commissions for the sale and      deployment of Airspan's products on a national basis. 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.\n\n- --------------------------------------------------------------------------------\n\nPage 5\n\n4.   ORDERING PROCEDURE.\n\n4.1  The following procedures shall be followed with respect to each      purchase order issued by Distributor:\n\na. During the Term, Distributor will inform Airspan of its intent to      purchase Equipment and Installation Services (but only if Airspan expressly      agrees to perform such Installation Services) and to license Software, by      sending to Airspan a written order.  This written order (the \"Purchase      Order\") will state the type of Equipment, System, or Installation Services      that Distributor wants to purchase and the Software Distributor wants to      license, the price of the ordered items (the \"Contract Price\") as set forth      in Schedule IV, \"Price List\" (which is hereby incorporated by reference)      and the proposed delivery and installation dates, if applicable.\n\nb. Each Purchase Order shall specifically incorporate by reference the      terms and conditions of this Agreement, and no additional or different      terms and conditions stated in a Purchase Order, any letter, or otherwise\n\n\n\n\n\nshall be binding unless expressly referred and agreed to by Airspan in      writing. In the event of a conflict between the terms and conditions of      this Agreement and of any Purchase Order issued hereunder, or if the      Purchase Order does not reference the terms and conditions of this      Agreement, the terms and conditions of this Agreement shall control.\n\n4.2  If a Purchase Order is accepted by Airspan, Airspan will issue an      order acknowledgment to Distributor within five (5) business days of      Airspan's receipt of the written Purchase Order from Distributor.\n\n5.   RECORDS AND REPORTING.\n\n5.1  At Airspan's request, within fifteen (15) days of the end of each      calendar month, Distributor will provide to Airspan a written report      showing, for the just-ended calendar month: (a) Distributor's shipments of      Airspan Products by dollar volume, both in the aggregate and for such      categories as Airspan may designate from time to time; (b) forecasts of      Distributor's anticipated orders by product; (c) Distributor's current      inventory levels of Airspan Products, in the aggregate and by product; and      (d) any other information which Airspan may reasonably request.\n\n5.2  Distributor will promptly advise Airspan concerning any market      information which comes to Distributor's attention regarding Airspan,      Airspan Products, Airspan's market position, or the continued      competitiveness of Airspan Products in the marketplace.  Distributor will      confer with Airspan from\n\n- --------------------------------------------------------------------------------\n\nPage 6\n\ntime to time, at Airspan's request, on matters relating to market      conditions, distribution forecasting, and product planning.\n\n5.3  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.\n\n6.   CONTRACT PRICE\n\n6.1  The Contract Price for each item of Equipment, Installation Services,      or Software is as specified in Schedule IV and shall be paid to Airspan in      US Dollars (US$) free of any withholding tax and of any currency controls      or other restrictions.  The Contract Price includes:\n\na.   The price of the Equipment;\n\nb.   The fee for the licensing of the Software;\n\nc.   If Installation Services are ordered and such order is accepted                by Airspan, the charges for installing and testing each unit of                Equipment or Software;\n\nd.   The charges for the warranty of the Equipment and Software in                accordance with Sections 14 and 15; and\n\ne.   Costs in accordance with delivery obligations set forth in                Sections 8.1 and 8.2.\n\n[*]\n\n[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.\n\n- -------------------------------------------------------------------------------\n\nPage 7\n\nAirspan 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.  Products      shall only be deemed similar if they provide like functionality.  The terms      and conditions shall only be deemed similar if the product is supplied      pursuant to an agreement or arrangement of similar duration and commitment,      provides for similar warranties and after service commitments, involves      similar spare part and support commitments, has the same payment and other      financial terms, and otherwise has similar terms and conditions.\n\n6.2  The Contract Price is shown in Schedule IV and shall include      applicable duties, taxes or imposts, including all export or import duties.      Sales taxes and contractor's excise taxes shall be itemized on all Purchase      Orders.  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. After the above period of twenty-four (24) months, Exhibit B may be      revised by Airspan giving thirty (30) days written notice to Distributor.\n\n7.  PAYMENT TERMS.\n\n\n\n\n\n7.1  Airspan will issue an invoice (the \"Invoice\") to Distributor in      accordance with the payment terms below. The Invoice specifically will      identify the Equipment, Software, or other items shipped, and the Contract      Price of such items.  Any Installation Services or other services provided      by Airspan will be invoiced separately following completion of such      services.  The Invoice also shall state the total due to Airspan from      Distributor (the \"Invoice Total\"), which shall include the Contract Price,      and any applicable taxes, duties, and other fees due pursuant to Section 6      of this Agreement. Payment of the Invoice Total is due (without any right      of set-off) Net forty-five (45) days after the date of invoice.\n\n7.2  If Distributor disputes any invoice or part thereof, Distributor      must notify Airspan in writing within twenty-five (25) days of the invoice      date giving details of the reason for such dispute.\n\n- -------------------------------------------------------------------------------\n\nPage 8\n\nDistributor and Airspan agree to work together in good faith to resolve the      dispute as quickly as possible. Distributor may withhold payment of such      disputed amounts until resolution of the dispute. Any parts of the invoice      not under dispute shall be paid net forty-five (45) days after the date of      invoice. On resolution of the dispute, Distributor shall immediately pay      any amounts due in full.\n\n7.3  Distributor will make payment by wire or telegraphic transfer to      the bank account set forth below or, on receipt of written notification      from Airspan, to another designated bank within the United States.\n\nBank:            Seafirst Bank, 10555 N.E. 8th, Bellevue, WA98004, USA.      Account name:    Airspan Networks Inc.      Account number:  68777507      Routing Number:  125 - 0000 - 24      Further instructions: \"Reference (Distributor's name), Purchase Order      number, Payment of Invoice number\"\n\nPayment will be deemed to have been made upon receipt of funds in Airspan's      bank.\n\n7.4  If the cost to Airspan of performing this Agreement increases as a      result of any change to the law or increase in import duty or freight duty,      Airspan may, at any time, add such increase to the Contract Price by      notifying Distributor in writing of such increase.\n\n8.   DELIVERY, TITLE AND RISK OF LOSS.\n\n8.1  All Equipment and Software will be delivered by Airspan CIP (as      defined in Incoterms 2000) to an airport in South Dakota that completes      international customs clearances and shipped to a location within the city      limits of the above arrival airport, such airport and delivery location are      to be agreed upon in writing by the parties for each Purchase Order.      Airspan will be responsible for and pay all packing, shipping, freight, and      insurance charges to the agreed upon location within the city limits. If      requested by Distributor, Airspan may arrange for shipment to be made to      Distributor's identified warehouse facilities or freight forwarder outside      of the city limits, subject to approval in writing by Airspan and agreement      to any additional charges in advance of shipment.  Unless specified in the      Purchase Order, Airspan will select the mode of shipment and the carrier.\n\nIn this Agreement, \"Incoterms\" means the most recent international rules      for the interpretation of trade terms published by the International      Chamber of Commerce as in force on the Effective Date.  Unless the context      otherwise requires, any term or expression which is defined in or given a      particular meaning by the provisions of the Incoterms shall have the same      meaning in this\n\n- --------------------------------------------------------------------------------\n\nPage 9\n\nAgreement, but if there is any conflict between the provisions of the      Incoterms and this Agreement, the latter shall prevail.\n\n8.2 All risk of loss or damage to the Equipment and Software will pass to      Distributor on collection by the freight forwarder from Airspan. However,      Airspan will insure the Equipment against loss or damage in transit to the      agreed to location as set forth in the Purchase Order within the city      limits of the arrival airport as set forth in Paragraph 8.1.\n\n8.3 Title to the Equipment shall pass to Distributor on collection by the      freight forwarder from Airspan.\n\n8.4  If Distributor has any Airspan owned Equipment in its possession:\n\na.   Distributor shall ensure that Equipment is clearly marked as the      property of Airspan, and if asked, shall inform any third parties that the      Equipment is the property of Airspan;\n\nb.   Distributor shall not purport to create any security, mortgage, lien      or pledge over the Equipment, or otherwise deal with the Equipment without      Airspan's written consent;\n\n\n\n\n\nc.   In the event of any threatened seizure of the Equipment by any third      parties, and on termination or expiration of this Agreement, or any      Contract made pursuant to it, Airspan shall have the right, without      prejudice to any other remedy, to enter without prior notice any premises      and to repossess and take away or otherwise deal with the Equipment.\n\n8.5  The Software shall at all times remain the exclusive property of      Airspan, subject to the uses provided herein.\n\n8.6  Unless Distributor clearly advises Airspan to the contrary in      writing, Airspan may make partial deliveries on account of Purchase Orders.      Delay in delivery of any installment shall not relieve Distributor of its      obligation to accept said installment, provided that said delay does not      exceed sixty (60) days from Airspan's scheduled ship date and unless      Distributor has clearly advised Airspan to cancel the delayed installment      in writing at least fifteen (15) days prior to its revised planned shipment      date or its actual shipment date by Airspan.\n\n8.7  Airspan will use reasonable efforts to meet Distributor's requested      delivery schedules for Equipment and Software, but Airspan reserves the      right to refuse, or delay delivery to Distributor when Distributor's credit      is impaired,\n\n- --------------------------------------------------------------------------------\n\nPage 10\n\nwhen Distributor is delinquent in payments or fails to meet other credit or      financial requirements reasonably established by Airspan, or when      Distributor has failed to perform its obligations under this Agreement.\n\n8.8  Should orders for Equipment and Software exceed Airspan's available      inventory, Airspan will allocate its available inventory and make      deliveries on a basis that Airspan deems equitable, in its sole discretion,      and without liability to Distributor on account of the method of allocation      chosen or its implementation.  In any event, Airspan shall not be liable      for any direct, indirect, consequential, or special losses or damages      (including, but not limited to, loss of income or profit and loss of data)      that may be suffered by the Distributor or by any other person for failure      to deliver or for any delay or error in delivery of Equipment or Software      for any reason whatsoever.\n\n9.   TRADEMARKS AND COPYRIGHTS.\n\n9.1  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.  In connection with any reference to the Trademarks, Distributor shall not in any manner represent that it has an ownership interest in the Trademarks or registration(s) thereof, and Distributor acknowledges that no action by it or on its behalf shall create in Distributor's favor any right, title, or interest in or to the Trademarks.\n\n9.2  Distributor recognizes the validity of Airspan's copyright in any written material to which Airspan shall have made a claim to copyright protection, and Distributor specifically recognizes Airspan's exclusive right to copyright protection and/or registration of any translation of any advertising, promotional, or descriptive material furnished to Distributor by Airspan.\n\n9.3  Whenever Distributor refers to the Trademarks in advertising or in any other manner to identify the products, Distributor shall clearly indicate Airspan's ownership of the Trademarks and before distributing or publishing any advertising, descriptive, or promotional materials, Distributor shall affirmatively provide Airspan with an opportunity to inspect and approve such materials.\n\n9.4  Distributor agrees that when referring to the Trademarks, it shall diligently comply with all laws pertaining to the Trademarks at any time in force in the Territory.\n\n- --------------------------------------------------------------------------------\n\nPage 11\n\n9.5  Distributor shall promptly notify Airspan of any and all infringements, imitations, illegal uses, or misuses of the Trademarks which come to Distributor's attention.  Distributor also agrees that it shall not at any time take any action in the courts or before the administrative agencies of the Territory or otherwise to prevent the infringement, imitation, illegal use, or misuse of the Trademarks, it being clearly understood by Distributor that such action falls wholly within the authority of Airspan as sole owner of the Trademarks.\n\n9.6  Distributor agrees to render to Airspan all assistance in connection with any matter pertaining to the protection of the Trademarks, whether in the courts or before the administrative agencies of the Territory or otherwise, and to make promptly available to Airspan, its Distributors, and attorneys all of Distributor's files, records, and other information pertaining to the\n\n\n\n\n\nadvertising, promotion, and sale of the Airspan Products.  All assistance requested by Distributor in this paragraph shall be at AIRSPAN's expense.  This Expense includes costs, attorneys' and consultants' fees, and reimbursement of time spent by officers, agents and employees of Distributor.\n\n9.7  Distributor agrees and undertakes that it will not at any time, whether during the term of this Agreement or after its expiration or termination, adopt, use, or register without Airspan's prior, written consent any work or symbol or combination thereof which is similar to any of the Trademarks.\n\n9.8 In the advertising and sale of Airspan Products, Distributor may use the Trademarks in relation to those Airspan Products.  Distributor will not make or permit the alteration or removal of any tags, labels, or other identifying marks placed by Airspan on Airspan Products.  Distributor will not use or give any third party permission to use the Trademarks. Distributor will not use, or give any third party permission to use, the names \"Airspan Communications Ltd.\", \"Airspan Networks Incorporated\", \"ACL\", \"ANI\" or abbreviations or derivations thereof in Distributor's corporate titles, or in any way which might result in confusion as to Airspan and Distributor being separate and distinct entities. 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).  Distributor shall not take any action inconsistent with Airspan's ownership of such Trademarks; therefore, Distributor shall treat all of Airspan's items distinctively (as to typography) and shall only use exact reproductions of all Airspan's symbols (including Airspan's logo).   Distributor shall not adopt or use any Trademark or product name which may be confusingly similar to any Airspan Trademark.  Distributor may use the Airspan logo as it appears on Airspan's letterhead.\n\n10.  CONFIDENTIAL INFORMATION AND TRADE SECRETS.\n\n- -------------------------------------------------------------------------------\n\nPage 12\n\n10.1  In this Agreement, the term \"Confidential Information\" shall mean the information of Airspan disclosed to Distributor in connection with its performance under this Agreement, which is in written, recorded, photographic, machine-readable, or other physical form or oral information reduced to writing as soon as practicable after disclosure to Distributor, and which is conspicuously marked \"Confidential\", \"Proprietary\", \"Private\", or in any other manner indicating its confidential and/or proprietary nature.  Without limitation, Confidential Information includes:  (1) Airspan's software products, materials, data reports, programs, documentation, diagrams, and all related technical information; (2) all information relating to Airspan's business and products which is critical to Airspan's position in the marketplace, including future plans of Airspan relating to the fields of endeavor in which Distributor performs services for Airspan, the nature of certain work projects to which Distributor is exposed, and the identity of persons working on those projects; and (3) any improvements, enhancements, or modifications to the above made by or on behalf of Airspan during the performance under this Agreement which are provided, made available, or disclosed by or on behalf of Airspan to Distributor, or used by Airspan or any of Airspan's other Distributors in connection with their own sales activities.\n\n10.2  Trade secrets are confidential information that includes ideas, concepts, techniques, processes, inventions, knowledge, and know-how developed by Airspan which:  (1) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (2) is subject to the efforts of Airspan that are reasonable under the circumstances to maintain its secrecy.  (This \"trade secret\" language comes from the Uniform Trade Secrets Act.)\n\n10.3  Distributor covenants and agrees that it will use the Confidential Information solely for the performance of services under this Agreement, and shall not disclose such Confidential Information to any other person (including Airspan employees in any other division, group, or entity), firm, or corporation.\n\n10.4  Distributor shall use the same degree of care in safeguarding the Confidential Information as it uses for its own confidential information of like importance, but no less than reasonable care.  Upon discovery of any disclosure or misuse of Confidential Information, Distributor shall endeavor to prevent any further disclosure or misuse.\n\n10.5  All Confidential Information shall remain the property of Airspan, and such Confidential Information and all copies thereof shall promptly be returned to Airspan upon request or, at Airspan 's option, destroyed, in which case Airspan shall be notified in writing when it has been destroyed.\n\n- --------------------------------------------------------------------------------\n\nPage 13\n\n10.6  Nothing contained in this Agreement shall be construed as granting to or conferring upon Distributor any rights, by license or otherwise, express or implied, in Airspan's Confidential Information, other than the right to use the Confidential Information for the purpose of this Agreement.\n\n\n\n\n\n10.7  Any copies of the Confidential Information made by Distributor shall reproduce proprietary marking and legends included therein, but the provisions of this Agreement supersede any provisions of such legends inconsistent herewith.\n\n10.8  The terms and conditions of this Agreement shall not be disclosed by Distributor to others, except with the prior, written consent of Airspan, or as may be required by law or as necessary to establish its rights hereunder.\n\n10.9  If, in connection with its performance, Distributor discloses to Airspan any ideas, developments, or inventions conceived or actually reduced to practice by Distributor prior to its performance hereunder, no relationship, confidential or otherwise, express or implied, is established with Airspan by the disclosure thereof.  With respect to any such disclosure, no obligation of any kind is assumed by nor may be implied against Airspan, its subsidiary, or associated companies unless a formal, separate, written contract regarding the subject of disclosure is consummated by the parties, and then the obligation shall be only as expressed in the separate contract.\n\n10.10  Distributor agrees that any breach of the provisions of this Section by Distributor or Distributor's personnel, agents, or subcontractors, or any third party providing products or services to Distributor will cause immediate and irreparable injury to Airspan and that, in the event of such breach, Airspan shall be entitled to injunctive relief and any and all other remedies available at law or in equity.\n\n10.11  After Distributor has received Airspan's Confidential Information and know-how, it will be impossible to segregate Airspan's knowledge and know- how from other knowledge acquired independently by Distributor.  Accordingly, during the performance of this Agreement and for three (3) months after termination of services under this Agreement, Distributor will not offer services to third parties which compete with the services provided by Airspan under this Agreement, or otherwise use the knowledge acquired from Airspan in order to compete with Airspan or its customers.  Notwithstanding anything to the contrary above, Distributor is not precluded from any activities which concern product sectors or industries other than those that concern products or services similar to those offered by Airspan in connection with this Agreement.  Nothing in this paragraph will be construed to prevent Distributor from providing service to existing customers of Distributor which would result in their interruption of service to the public.\n\n- --------------------------------------------------------------------------------\n\nPage 14\n\n10.12 During the performance of this Agreement and for three (3) months after termination of services under this Agreement, Airspan will not offer products or services to third parties which compete with the products or services provided by Distributor under this Agreement, or otherwise use the knowledge acquired from Distributor in order to compete with Distributor its customers\n\n10.13 The obligations of this Section 10 shall survive the expiration or termination of this Agreement.\n\n11.  SOFTWARE LICENSE.\n\n11.1 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.  No license is granted to use the Software on multiple Systems or in conjunction with Equipment furnished by a party other than Airspan, unless specifically agreed to in writing by Airspan.  Software licensed under this Agreement is defined as: (a) any digital instruction sequence or control data contained on any media, including but not limited to, any magnetic-, electronic-, optical-, or organic device, and the term Software shall include any enhancement, modification, extension, part, portion or expansion thereof or implementation or downloading from network of any of the foregoing, for use exclusively on a System or a unit of Equipment; and (b) all associated documentation used to describe, maintain and use the Software.\n\n11.2 Any Software provided to Distributor by Airspan will be treated as the exclusive property of Airspan, and Distributor will:  (a) treat such Software as Confidential Information under Section 10 of this Agreement; (b) utilize such Software or any portions or aspects thereof (including any methods or concepts utilized therein) solely on Systems or Equipment provided by Airspan; (c) forthwith return to Airspan all memory media, documentation and/or other material that has been modified, updated or replaced; (d) except to the extent permitted by applicable law not modify, disassemble or decompile such Software, or reverse engineer any portion of the Software or functioning of Systems or Equipment, or permit others to do so, without Airspan's prior written consent; (e) except to the extent permitted by applicable law not reproduce or copy such Software in whole or in part except for backup and archival purposes or as otherwise permitted in writing by Airspan; (f) not perform or release benchmarks or other comparisons of the Software; and (g) not remove any trademark, tradename, copyright, notice or other proprietary notice from the Software and Distributor shall be responsible for the conservation of the same on any back-up copy of the Software.\n\n- --------------------------------------------------------------------------------\n\nPage 15\n\n\n\n\n\n11.3 In the event of a breach of this license by Distributor, then Airspan may, in its discretion, terminate the license with immediate effect, whereupon Distributor shall return to Airspan all Software and copies thereof within ten (10) days.\n\n12        EXCUSABLE DELAY.\n\nAirspan shall not suffer any liability for non-performance, defective performance, or late performance under this Agreement due to causes beyond its control and without its fault or negligence such as, but not limited to, acts of God, war (including civil war), civil unrest, acts of government, fire, floods, explosions, the elements, epidemics, quarantine, restrictions, strikes, lock- outs, plant shutdown, material shortages, or delays in transportation or delays of its suppliers or subcontractors for like cause.\n\nIn the event of excusable delay as defined in the preceding sentence, then Airspan, upon giving prompt written notice to Distributor, shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction, or interference (and Distributor shall likewise be excused from performance of its obligations on a day-to-day basis to the extent Distributor's obligations relate to the performance so prevented, restricted, or interfered with), provided that Airspan shall use its best endeavors to avoid or remove such causes of non-performance and both parties shall proceed to perform with dispatch whenever such causes are removed or cease to exist.\n\n13.  TERM AND TERMINATION.\n\n13.1  This Agreement shall remain in effect for sixty (60) months from the Effective Date (the \"Initial Term\"). After the Initial Term, the term of the Agreement may be extended by a further period of five (5) years by mutual written agreement by the parties in the form of an amendment to this Agreement. 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. However, nothing contained herein shall be interpreted as requiring either party to renew or extend this Agreement.  Notwithstanding the provisions of this section or of any other provisions of this Agreement, this Agreement may be terminated prior to the expiration of its stated term as set forth below.\n\n13.2  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. Either party's right to terminate this Agreement under this Section 13.2 may not be exercised unless said\n\n- --------------------------------------------------------------------------------\n\nPage 16\n\nparty shall have given the other party written notice of the failure, and the other party has not cured the failure within the thirty (30) day period following notice from said party.\n\n13.3  This Agreement terminates automatically for just cause, with no further act or action of either party if:  (a) a receiver is appointed for Distributor or its property; (b) Distributor&sbsp;makes an assignment for the benefit of its creditors; (c) any proceedings are commenced by, for, or against Distributor under any bankruptcy, insolvency, or debtor's relief law; or (d) Distributor is liquidated, dissolved, or otherwise terminates its activities.\n\n13.4 In the event of termination by either party for any reason, Distributor shall provide Airspan with lists of existing customers as well as other information necessary for an orderly changeover of representation in the Territory.\n\n13.5  Upon termination, Distributor shall immediately return to Airspan all Confidential Information, and Distributor agrees that neither it nor any company or organization controlled or directed by it shall divulge the contents of such material to any person at any time, notwithstanding the termination of this Agreement.\n\n13.6 Airspan shall not be liable to Distributor for damages of any kind, including incidental or consequential damages, on account of the termination of this agreement in accordance with this section 13.  Airspan shall not be liable to Distributor on account of termination or expiration of this Agreement for reimbursement or damages for loss of goodwill, prospective profits, or anticipated orders, or on account of any expenditures, investments, leases, or commitments made by either party, or for any other reason whatsoever based upon or growing out of such termination or expiration.  Airspan will recognize payments due to Distributor for orders received up to ninety (90) days after the termination or expiration of this Agreement.\n\n13.7  Distributor acknowledges and agrees that: (a) Distributor has no expectation and has received no assurances that its business relationship with Airspan will continue beyond the states term of this agreement or its earlier termination in accordance with this section, that any investment by Distributor in the promotion of Airspan's Products will be recovered or recouped, or that Distributor shall obtain any anticipated amount of profits by virtue of this Agreement; and (b) Distributor shall not have or acquire by virtue of this Agreement or otherwise any vested, proprietary, or other right in the promotion of Airspan's Products or in any goodwill created by its efforts hereunder.\n\n\n\n\n\n13.8  This Section 13.8, as well as the provisions of Sections 9, 10, 11, 16, 17 and 18, shall survive the termination of this Agreement.\n\n- -------------------------------------------------------------------------------\n\nPage 17\n\n14.  WARRANTY.\n\n14.1 THE WARRANTIES SET FORTH IN SECTIONS 14 AND 15 OF THIS AGREEMENT ARE IN LIEU OF, AND Airspan HEREBY DISCLAIMS, ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED TERMS AND WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.\n\n14.2 Subject to Sections 14.3 and 14.4, Airspan warrants that the Equipment sold to Distributor under this Agreement shall, under normal use and service, be free from defects in materials and faulty workmanship, and that the Software licensed to Distributor under this Agreement shall conform in all material respects to Airspan's published specifications therefor. The warranty period for any item of Equipment and related Software shall be twelve (12) months from the date of delivery of such Equipment and related Software to Distributor as set forth in Paragraph 8.1 (hereinafter, this period of time shall be referred to as the \"Initial Warranty Period.\")\n\n14.3 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. Airspan shall have no obligation to remedy any such defect if it can be shown that: (a) the Equipment or Software was altered, repaired, or reworked by any party other than Airspan without Airspan's prior written consent; (b) such defects were the result of Distributor's or a third party's improper storage, mishandling, abuse, or misuse of the Equipment or Software; (c) such defects were the result of Distributor's or a third party's use of the Equipment or Software in conjunction with equipment electronically or mechanically incompatible or of an inferior quality; or (d) the defect was the result of damage by fire, explosion, power failure, or any act of nature.\n\n14.4  In no event shall Airspan be obliged to provide on-site maintenance. Subject to the provisions of this warranty clause, defective parts or components must be returned by Distributor to Airspan's designated facility located within the contiguous 48 states in the United States, freight prepaid, within the Initial Warranty Period, and said defective parts will be repaired or replaced by Airspan at no charge to Distributor.  In connection with such return by Distributor, Distributor shall comply with Airspan's Return Material Authorization (RMA) procedures.  Risk of loss or damage to Equipment or Software returned to Airspan for repair or replacement shall be borne by Distributor until delivery to Airspan.  Upon delivery of such Equipment or Software, Airspan shall assume the risk of loss or damage until that time that the Equipment or Software being repaired or replaced is returned and delivered to Distributor. Distributor will pay all transportation costs for Equipment or Software shipped to Airspan for repair or replacement.  Airspan shall pay all transportation costs associated\n\n- -------------------------------------------------------------------------------\n\nPage 18\n\nwith returning repaired or replaced Equipment or Software to Distributor unless there was no fault found (NFF), in which event, the Distributor shall pay such transportation costs, along with Airspan's then prevailing standard NFF charge.\n\n14.5  Airspan will charge Distributor for any maintenance carried out which is not covered by the warranties contained in Section 14.2 or Section 15 at Airspan's then prevailing standard rates for such services.\n\n15.  WARRANTY ON REPAIRED AND REPLACEMENT MATERIALS.\n\nAirspan 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.\n\n16.  LIMITATION OF LIABILITY.\n\n16.1  WITHOUT PREJUDICE TO SECTION 16.4, NEITHER Airspan, NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SHAREHOLDERS, OR AFFILIATES (Airspan AND SUCH OTHER PERSONS, THE \"Airspan PARTIES\"), SHALL HAVE ANY LIABILITY TO DISTRIBUTOR FOR LOSS OF PROFITS, INCOME, REVENUE OR DATA, OR INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES OR LOSSES, ARISING FROM 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 THE 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.\n\n16.2  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\n\n\n\n\n\narising 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\n\n- -------------------------------------------------------------------------------\n\nPage 19\n\nthe Equipment or Software which gave rise to the loss or damage or in connection with which the loss or damage was incurred.\n\n16.3  Airspan Parties, taken as a whole, shall be liable for physical damage to Distributor's property resulting from Airspan's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).  And Distributor, taken as a whole, shall be liable for physical damage to Airspan's property resulting from Distributor's negligence under or in connection with this Agreement up to a maximum aggregate amount of one million US Dollars (US$1,000,000).\n\n16.4  Nothing in this Agreement shall exclude or in any way limit Airspan liability for death or personal injury caused by its negligence.\n\n16.5  Save as provided for in Section 17 Distributor shall indemnify and hold harmless and defend the Airspan Parties from and against all claims, demands, actions, suits, proceedings, writs, judgments, orders and decrees brought, made or rendered against them or any of them and all damages, losses and expenses suffered or incurred by them or any of them howsoever arising out of or related to the breach by Distributor of any of the terms of this Agreement. Airspan shall notify Distributor forthwith of any claim, demand, action, suit, proceeding, writ, judgment, order or decree falling within the scope of this Section 16.5 and shall permit Distributor sole conduct of the same and shall provide reasonable assistance in relation thereto, subject to appropriate defense by Distributor and the payment by Distributor of Airspan's reasonable costs and expenses.\n\n16.6  Distributor shall include, in its agreements with its customers pursuant to which Distributor supplies Equipment or Software, provisions pursuant to which such customers agree that the Airspan Parties shall have no liability for any of the types of damages referred to at Section 16.1 in connection with or arising from 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 causes.\n\n17.  INTELLECTUAL PROPERTY RIGHTS INDEMNITY.\n\n17.1 Airspan agrees to indemnify and hold Distributor harmless with respect to any suit, claim, or proceeding brought against Distributor by a third party alleging that Distributor's use of the Equipment or the Software, separately or in combination, as a whole or in part, constitutes an infringement of any patent or copyright or misuse of proprietary or trade secret information.  Airspan agrees to defend Distributor against any such claims and to pay all litigation costs, reasonable attorney's fees, settlement payments, and any damages awarded or resulting from any such claim.\n\n- -------------------------------------------------------------------------------\n\nPage 20\n\n17.2 Distributor shall promptly advise Airspan of any such suit, claim, or proceeding and shall co-operate with Airspan in the defense or settlement thereof.  Airspan shall have sole control of the defense of any action involving such a claim and of all negotiations for its settlement or compromise.\n\n17.3 In the event that an injunction is obtained against Distributor's use of the Equipment and/or the Software, in whole or in part, as a result of any such claim, Airspan shall use its best efforts to either: (a) procure for Distributor the right to continue using the portions of the Equipment or the Software enjoined from use; or (b) replace or modify the same with functionally equivalent or better Equipment and/or Software so that Distributor's use is not subject to any such injunction.  In the event that Airspan cannot perform the remedies set forth in Sections 17.3(a) or 17.3(b), then Distributor shall have the right to return such Equipment and the Software to Airspan.  In the event of such return, Airspan shall refund the depreciated value of the Equipment and the license to use the Software within thirty (30) days of the receipt by Airspan of the Equipment and the Software.\n\n17.4 This indemnity shall not apply to claims arising in respect to the use of the Equipment or Software supplied by Airspan or manufactured by its suppliers in accordance with any design or any special instruction furnished by Distributor, or which is used by Distributor in a manner or for a purpose not contemplated by this Agreement.\n\n17.5 The provisions of this Section 17 set forth the entire obligation of Airspan with respect to any claim of patent infringement, copyright infringement, or misuse of proprietary or trade secret information.\n\n18.  EXPORT CONTROLS AND LEGAL COMPLIANCE.\n\n\n\n\n\n18.1 If any approval with respect to this Agreement, or the registration thereof, shall be required at any time during the term of this Agreement, with respect to giving legal effect to this Agreement in the Territory, or with respect to compliance with exchange regulations or other requirements so as to assure the right of remittance abroad of United States dollars pursuant to Section 6 hereof, Distributor shall immediately take whatever steps may be necessary in this respect, and any charges incurred in connection therewith shall be for the account of Distributor.  Distributor shall keep Airspan currently informed of its efforts in this connection.  Airspan shall be under no obligation to ship Airspan Products to Distributor hereunder until Distributor has provided Airspan with satisfactory evidence that such approval or registration is not required or that it has been obtained.\n\n18.2 In the performance of its obligations under this Agreement, Distributor shall at all times strictly comply with all export laws, regulations, and orders of the\n\n- -------------------------------------------------------------------------------\n\nPage 21\n\nUnited Kingdom and the United States of America. Distributor specifically acknowledges that Equipment, Software or technology supplied or licensed by Airspan under this Agreement are subject to U.K. and U.S. trade sanctions and export control laws and regulations including, but not limited to, the various Foreign Assets Control Regulations, the Export Administration Regulations, and the International Traffic in Arms Regulations. Distributor specifically acknowledges that Equipment, Software, or technology obtained from Airspan pursuant to this Agreement shall not be exported, re-exported, transshipped, disclosed, diverted, or transferred, directly or indirectly, contrary to U.K. and U.S. laws, orders or regulations. The provisions of this section shall survive any termination of this Agreement.\n\n19.  TRAINING AND DOCUMENTATION.\n\n19.1 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.  The training course so developed by Airspan shall be used to familiarize Distributor's technicians with the use and maintenance of Airspan Products.  Training will be conducted at Airspan's facilities in Uxbridge, UK, unless otherwise agreed to by Airspan.  The necessary instructors and training facilities will be provided by Airspan at no charge to Distributor. Distributor will pay all additional expenses of training including, but not limited to, travel and room and board.  Additional training courses may be requested by Distributor at Airspan's then current rates for such courses.\n\n19.2 Airspan agrees to provide Distributor at no additional charge with its standard package of documentation related to the use, maintenance, and installation of Airspan Products.  In the event that such documentation is modified during the term of this Agreement, Airspan agrees to provide to Distributor at no additional charge all such modifications.  In addition to the documentation described above, Airspan agrees to provide at no additional charge reasonable amounts of sales materials such as brochures, press releases, and fact sheets.  All documentation provided by Airspan to Distributor shall be in the English language.  All translation of such documentation provided by Airspan will be at Distributor's sole expense.  All such translations and advertising material not supplied by Airspan relating to Airspan Products and services will be submitted to Airspan for approval before publication or dissemination.\n\n20.  CONFLICT OF INTEREST.\n\nDistributor confirms that it has revealed all information pertaining to possible conflicts of interest created by the sale of competing products or services or arising from other positions or contracts held by Distributor, and represents that no conflict of interest exists.  Any future circumstances which could create possible conflicts of interest will be revealed to Airspan as soon as they become known by informing Airspan of any business relationships, circumstances, or situations which could prejudice in any way\n\n- --------------------------------------------------------------------------------\n\nPage 22\n\nthe conduct of Airspan marketing activities according to the highest ethical and business standards, or place Airspan or Distributor in any kind of embarrassing situation.\n\n21.  MISCELLANEOUS.\n\n21.1  Pursuant to the Foreign Corrupt Practices Act of the United States of America, directors, officers, or employees of Distributor shall not offer or pay any bribe to any individual or corporation in connection with the provision or support of any Airspan Products obtained under this Agreement. When other individuals or organizations are required to participate in the sales program covered by this Agreement, they shall be compensated fairly based on the tasks performed.  In no circumstances are public servants or holders of public office to be offered or paid any bribe or other benefit, direct or indirect.  No contribution in any way related to Airspan shall be made to candidates for public office or to political parties or other political organizations, regardless of whether such contributions are permitted by the laws of the Territory.  The parties agree that both parties will comply fully with all of the terms, conditions, rules, regulations and statutes of the Foreign Corrupt Practices Act.  The parties further agree that if either party violates any of\n\n\n\n\n\nthe provisions of said Act, the party violating the Act will indemnify the other party from any and all liability thereunder, including costs, expenses, fines or legal fees.\n\n21.2  In performing this Agreement,  the parties shall comply with all applicable laws, rules, and regulations, and shall indemnify, defend and save each other harmless from  said party's failure to do so.  Furthermore, if this Agreement, the relationship created hereby or the performance hereof is determined by either party to be contrary either to (a) the laws, rules or regulations applicable to the parties; or (b) the parties' representations as set forth herein, this Agreement will be null and void from its inception. The parties have entered into this Agreement in material reliance on the following representations made by each party that:\n\na. Neither this Agreement, the relationship created hereby nor the      performance hereof is contrary to any applicable law, rule or regulation;\n\nb. The parties have not refunded and will not refund either directly      or indirectly, any funds to any director, officer, employee or other      representative of either party (or of any subsidiary controlled by or      affiliated with either party) or to such party's family; and\n\nc.  The parties represent and covenant that they have not made and      will not commit themselves to make, nor will they directly or indirectly      make, any payments in connection with the business of the parties to any      director, officer, official, employee or shareholder of any governmental or      private\n\n- --------------------------------------------------------------------------------\n\nPage 23\n\ncustomer, or prospective customer, or of any political party, or to such      party's family, or that are otherwise illegal under applicable law.\n\nDistributor understands and agrees that Airspan will comply with any legal provision requiring disclosure of, or request from a government or governmental or private customer to disclose, by affidavit or otherwise, the identity of payments made or to be made to Distributor.\n\n21.3  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.  The parties agree that if said assignment is to a subsidiary or affiliate organization, said consent to assignment will not be unreasonably withheld.\n\n21.4 This Agreement shall be construed in accordance with and governed by the laws of the State of South Dakota.\n\n21.5  Any dispute, controversy or claim between the parties arising out of, or in connection with, this Agreement, or the breach, termination or validity thereof will be resolved by mutual agreement of the parties, provided that this shall not limit the ability of the parties to seek temporary or interim injunctive relief in the event of any breach or threatened or impending breach of the confidentiality provisions of this Agreement.  If any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof is unable to be resolved by mutual agreement of the parties, each of the parties hereby (i) agrees that any action, suit or proceeding with respect to this Agreement against it or its properties or revenues must be brought exclusively in the federal and state courts siting in Minneapolis, MN, and (ii) irrevocably submits to the exclusive jurisdiction of any such court and any appellate court from any order or judgment thereof in any such action, suit or proceeding.  The parties hereby irrevocably agree that all claims in respect of such action, suit or proceeding may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding.  The parties agree that a final judgment in any such action, suit, or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.\n\n21.6  The parties' failure to enforce at any time any of the provisions of this Agreement or any right with respect thereto, or to exercise any option herein provided shall in no way be construed to be a waiver of such provision, rights, or options, or in any way to affect the validity of this Agreement.  The parties' exercise of any of their rights hereunder or of any options hereunder under the terms or covenants herein shall not preclude or prejudice the parties from thereafter exercising the same or any right\n\n- --------------------------------------------------------------------------------\n\nPage 24\n\nwhich they may have under this Agreement, irrespective of any previous action or proceeding taken by either party hereunder.\n\n21.7  In the advertising and sale of Airspan products, Distributor will utilize Airspan's regular trade names and trademarks only as permitted or directed by Airspan, will not make or permit alteration or removal of any tags, labels, or other identifying marks placed by Airspan on its products, and will not use the name \"Airspan Communications Corporation\" or abbreviations thereof in Distributor's corporate titles or in any other way which might result in confusion as to Airspan and Distributor being separate and distinct entities.\n\n\n\n\n\nDistributor will not register any Airspan trademark.\n\n21.8  This Agreement shall be binding upon the parties, their heirs, successors in interest and permitted assigns.\n\n21.9  This Agreement and any attachment hereto shall be modified only by an instrument in writing and signed by duly-authorized officers or agents of the parties.\n\n21.10  All notices, requests, consents, and other communications hereunder must be in writing and will be deemed to have been properly given when actually received by the party to whom sent, at the following addresses:\n\nTo:  Airspan                    To: Distributor\n\nAirspan Networks Inc.           GLS LLC      777 108 Th. Avenue NE           501 Fourth Street      Suite 1895                      PO Box 67      Bellevue, Washington            Sergeant Bluff, IA      98004                           51054      Attn:  Peter Stanway            Attn: Jon Winkel      Contracts Manager      Fax No. 919-319-0106\n\n21.11  The provisions of this Agreement are severable, and if any provision is held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability will affect only such provision or part thereof in such\n\n- ------------------------------------------------------------------------------\n\nPage 25\n\njurisdiction, and will not in any manner affect the provision in any other jurisdiction, or any other provision in this Agreement in any other jurisdiction.\n\n21.12  Distributor agrees not to publish any press releases or otherwise publicize the existence, or any of the terms, of this Agreement without the prior written consent of Airspan, such consent not unreasonably to be withheld or delayed.\n\n22.  This document constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the parties or any official or Distributor thereof with respect to the subject matter hereof.\n\n- --------------------------------------------------------------------------------\n\nPage 26\n\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Effective Date, such parties acting by their officers, being thereunto duly authorized.\n\nAirspan Networks Inc.                GLS LLC\n\nBy:  _______________________________   By:  ______________________________\n\nName: ______________________________   Name: _____________________________\n\nTitle: ______________________________  Title: ____________________________\n\nPage 27"}]}, {"title": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT", "paragraphs": [{"qas": [{"answers": [{"text": "TRANSPORTATION CONTRACT  GENERAL CONDITIONS", "answer_start": 3964}], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "SHIPPER", "answer_start": 324}, {"text": "ECOPETROL", "answer_start": 332}, {"text": "SOLANA PETROLEUM EXPLORATION  COLOMBIA LIMITED", "answer_start": 254}, {"text": "ECOPETROL S.A.", "answer_start": 332}, {"text": "SENDER", "answer_start": 247}], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "January 30, 2012", "answer_start": 202}], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "January 30, 2012", "answer_start": 202}], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "TERM OF EXECUTION From January 30, 2012 until July 29, 2012", "answer_start": 1053}], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "This Manual is governed in all its parts by the applicable regulations of the Republic of Colombia.", "answer_start": 139506}], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "c) The unauthorized assignment of the Contract by the SENDER.", "answer_start": 27739}, {"text": "The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.", "answer_start": 32092}, {"text": "The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:\n\n  a) The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3)  more years.    b) The assignee has an adequate financial capacity to meet the obligations derived from the Contract assigned.    c) The assignee has Crude of its own/production.    d) The assignee provides and adequate and acceptable Bond payment to ECOPETROL for the fulfillment of the obligations derived from the  Contract.", "answer_start": 32320}, {"text": "The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the  SENDER in the following events:", "answer_start": 27385}], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "Sender with Contracted Capacity in Firm:     22.2.1 If by any reason the delivery is less than 95% or more than 105% of their Scheduled Capacity, the Sender shall Pay:     22.2.1.1.1 The Transportation fee for volumes delivered when they are higher than the Contracted Capacity in firm. When they are equal or less the  Sender shall Pay Transportation fee on the Contracted Capacity in firm.     22.2.1.1.2 The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.\n\n\n\n   22.2.1.2 If by any reason, delivery is between 95% and up to 105% of its scheduled Capacity, the Transporter shall charge the Transportation fee  for volumes delivered when these are above the Contracted Capacity in firm. When they are equal or less the Sender shall pay the Transportation  fee on the Contracted Capacity in firm. In this case there shall not be any sanction, without prejudice of the application of other types of sanctions.     22.2.2 Sender without Contracted Capacity in firm:     22.2.2.1 If by any reason, the delivery is less than 95% or more than 105% of its scheduled Capacity, the Sender shall Pay:     22.2.2.1.1 The Transportation fee for volumes delivered     22.2.2.1.1 The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.     22.2.2.2 If by any reason, delivery is between 95% and up to 105% of its scheduled Capacity, the Transporter shall charge the Transportation fee  for volumes delivered. In this case there shall not be any sanction, without prejudice of the application of other types of sanctions.", "answer_start": 124050}, {"text": "MINIMUM SPECIFICATIONS OF QUALITY PER SYSTEM", "answer_start": 47043}, {"text": "The minimum values of quality that the Crude delivered by the Senders must have to be accepted for Transportation in the Pipeline are:\n\n   For specific systems the Transporter defines minimum parameters for quality which are listed in Annex 4 Minimum Quality Specifications by  System.", "answer_start": 91100}, {"text": "The basket of Crude Oil to be used shall always include a minimum of ten (10) Crude Oils.", "answer_start": 145738}, {"text": "The Sender shall notify the Transporter as soon as possible, if it is found that: (i) its deliveries during a month of Operation at a Point of  Entrance will be less than 95% of the Scheduled Capacity or (ii) its withdrawals at any Point of Exit shall be less than 95% of the Scheduled  Capacity.", "answer_start": 84172}, {"text": "The Transporter and the Sender may agree on the delivery of Hydrocarbons with lower characteristics than the minimum required, in which  case the Sender shall pay all costs and expenses to improve the Hydrocarbon and to bring it to acceptable Transportation specifications for the  Transporter.", "answer_start": 92192}, {"text": "The Transporter reserves the right to reject any Transportation request in addition to the reasons mentioned during the nomination process  and the Transportation schedule, those coming from a Sender who has breached a Transportation contract, this Manual or any applicable  regulations, including but without being limited to:     11.1.1 Delivery of Hydrocarbons without the minimum quality specifications indicated in this Manual.     11.1.2 Failing to deliver sufficient Hydrocarbons to fill in the line in the proportion that corresponds,", "answer_start": 89966}, {"text": "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.", "answer_start": 109190}, {"text": "The minimum characteristics of the Hydrocarbon which must be included in the certificate are: Viscosity cST and SSU at 86\u00b0F, 100\u00b0F and  140\u00b0F, gravity API at 60\u00b0F, sulfur content, salt content, BSW, Acidity and Point of fluidity.", "answer_start": 91930}], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 1444}, {"text": "Contracted Capacity: means the Capacity of the Pipeline committed through Transportation Contracts.", "answer_start": 51471}], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": false}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 20069}, {"text": "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.", "answer_start": 21872}], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 24803}, {"text": "The Transporter shall only accept extemporary nominations as long as the Pipeline  has available Capacity. If the nomination is accepted, the Third Party or Sender shall Pay to the Transporter as a penalty, two (2%) of the  applicable rate to the volumes in barrels delivered in the Pipeline in the respective month.", "answer_start": 84905}], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": false}, {"answers": [{"text": "For claims regarding the quantity or quality of Hydrocarbons, these shall be presented in writing at the latest within fifteen (15) calendar days  after the date of delivery or withdrawal of the Hydrocarbon or the date in which the report for the Volumetric Compensation for Quality is issued.", "answer_start": 122824}], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": false}, {"answers": [{"text": "Performance Insurance Policy Four thousand forty seven millions of Colombian pesos ($4.047.000.000)", "answer_start": 3001}, {"text": "Bonds and 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.", "answer_start": 133483}, {"text": "The policy hereof shall not expire by failure of payment of the premium and said premium shall not be revocable in a unilateral manner neither by  the insurance company nor by the contractor.", "answer_start": 222290}], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "EXHIBIT 10.6    TRANSPORTATION CONTRACT  SPECIFIC CONDITIONS\n\n\n\n\n\n\n\n\n\n   PURPOSE\n\n  ECONOMIC CONDITIONS\n\n  CONTRACTED CAPACITY\n\n\n\n   POINTS OF ENTRANCE AND EXIT     MANSOY\u00c1 - TUMACO\n\n\n\nDate Bogota D.C. January 30, 2012\n\nContract No. VIT-005-2012\n\nSENDER SOLANA PETROLEUM EXPLORATION  COLOMBIA LIMITED\n\nTAX ID 830.051.027-8\n\nSHIPPER ECOPETROL S.A.   TAX ID 899.999.068-1\n\nT Y P E  O F   CRUDE  OWN PRODUCTION x  PROPERTY\n\nTransportation Service of liquid hydrocarbons through the \"Trasandino\" Pipeline(OTA) and Mansoy\u00e1-Orito (OMO) pipeline.\n\nEstimated Value of the Contract Six millions seven hundred forty five thousand dollars of The United States of  America (USD$6.745.000).  Rate \"Mansoy\u00e1-Orito\" Pipeline (OMO) Cero point five one nine two dollars of The Untied States of America (USD$0,5192) per Barrel  Rate \"Trasandino\" Pipeline (OTA) Three dollars eleven forty three cents of dollars of The Untied States of America (USD$3,1143) per Barrel.\n\nPRODUCT Daily Average  (Barrels/calendar day)  Monthly average  (Barrels/month)  Crude 10.000 300.000\n\nTERM OF EXECUTION From January 30, 2012 until July 29, 2012\n\nPoint   #  Type of Point    Name of Point  Distance  (km)\n\n1 Point of Entrance  Entrance bridle to the srapers tramp in the PK 35+400 of  OMO 377,3  2 Point of Exit Exit bridle to the main tanks of Tumaco Plant.\n\n\n\n\n\n\n\n   SPECIFICATIONS OF PRODUCTS TO BE SHIPPED    PRODUCT CHARACTERISTICS\n\n   Quality Specifications of Crude:    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.    The indicated Quality Specifications correspond to those which the final mix of crude delivered by the SENDER shall have. In the event in which  the Crude delivered by the SENDER fails to meet the Quality Specification and if the buying of dissolvent is required to make mixes, the SENDER  shall request approval from ECOPETROL before its delivery for transportation by ECOPETROL.    It is the SENDER's responsibility to ensure its possession, control and entitlement to deliver or make deliver on its behalf the crude received by  ECOPETROL at the Entrance Point. The SENDER shall hold ECOPETROL harmless against any claim, action or damages which may result from  suits, claims or administrative, judicial or extrajudicial actions from any third persons alleging ownership or possession on the crude to be shipped.    BONDS\n\n   In witness whereof, and accepting the General Conditions and the Specific Conditions this Contract is subscribed in two (2) duplicates of the same  content in the city of Bogot\u00e1 on the thirtieth (30th) day of the month of January, 2012.\n\n\n\nCharacteristics Lower Limit Upper Limit  Temperature   120\u00b0F  Viscosity   300 cSt 30\u00baC.  Water and sediments (BSW)   0,5 % in volume  Salt   20 PTB  Steam pressure   Eleven (11) psi at 100\u00b0F  Gravity in API degrees 18 degrees 50 degrees\n\nTYPE OF BOND AMOUNT  Performance Insurance Policy Four thousand forty seven millions of Colombian pesos ($4.047.000.000)\n\n  1\n\n\n\n\n\n\n\n   All notifications and communications to be delivered to the Parties as a result of the execution of the Contract hereof shall be made to the  addresses indicated as follows:    ECOPETROL\n\n  THE SENDER\n\n\n\n\n\nBY THE SENDER: BY ECOPETROL S.A.:  Signature \"/s/ Duncan Nightingale\" Signature \"/s/ Rafael Espinosa Rozo\"          Name: DUNCAN NIGHTINGALE Name: RAFAEL ESPINOSA ROZO  Title: Legal Representative  Pasaporte No. BA386341  Title: Pipelines Manager  C.C. No. 79.432.773 de Bogot\u00e1 D.C.          Signature \"/s/ Hugo Rodriguez\"             Name: HUGO RODRIGUEZ     Title: Legal Representative  C.C. No. 3.093.980\n\nADDRESS 5.1 Carrera 7 No. 37 - 69 Piso 9 Edificio Teusac\u00e1  TELEPHONE 5.2 2343491 FAX 5.3 2343532 CITY 5.4 Bogot\u00e1 D.C.\n\nADDRESS 5.5 Calle 113 No. 7 - 80 Piso 17  TELEPHONE 5.6 6585757 FAX 5.7 2139327 CITY 5.8 Bogot\u00e1 D.C.\n\n  2\n\n\n\n\n\n   TRANSPORTATION CONTRACT  GENERAL CONDITIONS    The Contract hereof executed between ECOPETROL and the SENDER shall be comprised by these General Clauses and by the Specific Conditions  subscribed by the Parties. All current legal provisions shall apply thereto and therefore the Parties are obliged to fulfill them regardless of whether  or not they are stated in this document or in the Specific Conditions.    PARTIES: The Parties of the Contract shall be: ECOPETROL S A, hereinafter ECOPETROL, a company of mixed economy, authorized by law 1118  of 2006, attached to the Ministry of Mines and Energy, acting pursuant to its by-laws with its main domicile in Bogot\u00e1 D C with Tax ID 899.999.068- 1, represented by whoever subscribes the Specific Conditions of the Contract and the SENDER, identified as indicated in the Specific Conditions,  who is obliged subject to the conditions and terms set forth herein.    ECOPETROL and the SENDER may also be called in this Shipment Contract or \"Contract\", individually as the \"Party\" or jointly as the \"Parties\".    RECITALS:\n\n  By virtue of the above the parties agree:    CLAUSE FIRST  PURPOSE\n\n\n\n\n\n  1. ECOPETROL is the owner of the pipelines of private use indicated in the Specific Conditions (hereinafter, the \"Pipelines\").    2. Currently the Pipelines have Available Capacity for the shipment of crudes from third parties.    3. The SENDER has crude oils of its own/production that wishes to ship through the Pipelines under the conditions established in this  Contract and its annexes, with the quality specifications set forth by ECOPETROL for its shipment through the Pipelines.    4. The Parties have agreed to enter into this Contract under the \"Spot\" shipping contract modality, by virtue of which, the SENDER shall be  obliged to pay the shipping fee applicable for the barrels effectively shipped through the Pipelines during the Month of Operation and  subject to the existence of Available Capacity.    5. The SENDER knows and accepts in all its terms the Manual of the Shipper of the Pipelines, which is an integral part of the Contract hereof  as Annex 1.\n\n  1.1 ECOPETROL is obliged within the terms and conditions set out in this Contract, its annexes and in the applicable regulations, to ship  through the Pipeline, from the Entrance Points agreed and detailed in the Specific Conditions to the Exit Points agreed and detailed in  Specific Conditions, crudes owned/produced by the SENDER and delivered in the Entrance Points pursuant to the instructions and  procedures set out by ECOPETROL (hereinafter, the \"Service\").\n\n  1\n\n\n\n\n\n\n\n  CLAUSE SECOND  DEFINITIONS    2.1 All capitalized terms shall have the meaning as defined in the Clauses of this Contract and/or in Clause 2 of the Manual of the Shipper of  ECOPETROL.    CLAUSE THIRD  TERM    3.1 The Contract shall be in force during the period indicated in the Specific Conditions.    3.2 The term of execution of the Service for the Contracted Capacity being the purpose of the Contract hereof may be extended by common  agreement between the Parties by a document subscribed prior to the date of termination of the Contract, subject to the existence of Available  Capacity in the Pipeline during the month of Operation in which the Service is to be provided.    3.3 the obligation of the monthly payment borne by the SENDER for the Service shall be made during the totality of the term of execution of the  Contract.    CLAUSE FOURTH  AMOUNT OF THE CONTRACT    4.1 The initial estimated amount of the Contract hereof is as indicated in the Specific Conditions. The final amount of the Contract shall correspond  to the total of the actual invoicing by ECOPETROL and shall be established upon termination and final liquidation of the same.\n\n\n\n  1.2 By virtue of this Contract and as indicated in the Specific Conditions, the SENDER shall have a limited capacity for shipment by the  Pipeline of crudes of its own/production, subject to the existence of Available Capacity during the month of operation of the Service  (hereinafter, the \"Contracted Capacity\").    1.3 The scope of the obligations of ECOPETROL is limited to the reception, custody, shipment, decanting, and indispensable storage for the  transportation and shipment of Crude to the SENDER.    1.4 The Contract hereof does not include the provision of the unloading service in unloading areas, the treatment of crudes, the storage in  export terminals, or any terminal services. It is the responsibility of the SENDER to execute or contract these services whenever it may be  necessary. The SENDER shall wave and hold ECOPETROL harmless for any damage or prejudice suffered by ECOPETROL as a result of  failing to receive the Crude in the Exit Point, either by lack of the services before mentioned or by failing to provide the appropriate  facilities for such purpose.\n\n  2\n\n\n\n\n\n   CLAUSE FIFTH  FEES    5.1 The Contract is agreed under the \"Spot\" modality, understanding that the SENDER shall pay for the Barrels effectively transported through the  Pipeline subject to the existence of Available Capacity in the Pipeline during the Month of Operation in which the Service is to be provided.    5.2 The SENDER is obliged irrevocably and unconditionally by subscription of this Contract to the payment of the fee indicated in the Specific  Conditions for each Barrel effectively transported making use of its Contracted Capacity (hereinafter, the \"Fee\").    CLAUSE SIXTH  READJUSTMENTS    6.1 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.    CLAUSE SEVENTH  TERMS OF PAYMENT\n\n\n\n\n\n  7.1 The SENDER undertakes the obligation to pay irrevocably and unconditionally the Service for the Contracted Capacity, twenty (20)  calendar days at the latest, after ECOPETROL files in the offices of the SENDER the invoice for the provision of the Service.    7.2 ECOPETROL shall deliver to the SENDER on the twentieth (20) day of each month at the latest a preliminary account (invoice) with the  amount that the SENDER must pay (corresponding to the current month) based on the Nomination made by the SENDER for the current  month.    7.3 Considering that the charging for the Service is made on the Nomination of the current month, ECOPETROL in order to make the  corresponding adjustment to the nominated volume and the volume of Crude actually shipped, shall generate the corresponding debit  and credit vouchers and shall deliver said debit or credit vouchers together with the invoice(s) of the nominated month to be charged.  The due date of the debit and credit vouchers shall be the same as for the invoice (with the nominated volume) of the current month in  order to facilitate the SENDER the making of only one net payment for both items.    7.4 Payments shall be made in Colombian pesos using the arithmetic average of the representative market exchange rate certified by the  Superintendence of Finance or the entity replacing it, of the days of the month corresponding to the Service invoiced.    7.5 The SENDER shall make the payment by means of making a deposit in any of the bank accounts as indicated by ECOPETROL. In case  ECOPETROL requires any changes in the bank account, it shall be informed in writing to the SENDER.    7.6 The SENDER is obliged to receive the invoice once ECOPETROL has filed it. Any objections to the invoicing will not interrupt the term  for the payment respect to the sums that are not objected by the SENDER, pursuant to the term established in this clause. ECOPETROL  shall issue the note credit or equivalent document respect to the sums objected by the SENDER, in order to rectify the inaccuracy.\n\n  3\n\n\n\n\n\n\n\n  CLAUSE EIGHTH  BONDS     8.1 The SENDER may pay in advance the Service for the Contracted Capacity, in which case the corresponding invoice shall be adjusted pursuant  to the provisions in the Clause of Terms of Payment as it may apply.    8.2 Otherwise, In order to guarantee compliance with all and each of the obligations of the SENDER under the Contract hereof, including but  without being limited to the payment of the Fee, the SENDER is obliged to constitute in favor of ECOPETROL and to deliver within ten (10)  business days after the subscription of the Contract hereof for the amount indicated in the Specific Conditions (hereinafter, the \"Bond\"):    a) A performance policy for the payment of Services issued by an insurance policy legally established in the country, governed by the  General Clauses of ECOPETROL indicated in Annex 3; or    b) An irrevocable stand-by letter of credit at first requirement, issued by (i) a banking establishment authorized to operate in Colombia  with AAA credit rating for its long-term debt in pesos, o (ii) a foreign financial entity with representation or a confirming and payment  bank in Colombia, with risk credit of long term debt in dollars no less than the rating for the foreign sovereign debt of Colombia issued  pursuant to the International Standby Practices (ISP98) of the International Chamber of Commerce, for which, it may be used the form  contained in Annex 4 of the Contract hereof.    8.3 The Bond shall be valid during all the term of execution of the Contract plus one hundred twenty (120) calendar days.\n\n\n\n  7.7 ECOPETROL, in order to facilitate and expedite the verification of the invoices by the SENDER shall deliver via e-mail the same day of its  preparation and in PDF format, to the account of institutional e-mail registered by the SENDER, a copy of the invoices and corresponding  debit and credit vouchers.    7.8 The SENDER shall pay late interests on any unpaid amounts pursuant to the provisions set out by ECOPETROL in the Guidelines for  Administration of Service Receivables ECP-UTE-G-008 or a document that modifies or supersedes it, which is an integral part of the  Contract hereto as Annex 2.    7.9 The shipment tax shall be invoiced in Colombian pesos upon obtaining the corresponding liquidation from the Ministry of Mines and  Energy and shall be paid to ECOPETROL by the SENDER, within the fifteen (15) calendar days after ECOPETROL files in the offices of the  SENDER the corresponding bills or invoices.    7.10 The amounts deposited by the SENDER in any of the bank accounts of ECOPETROL must come from the accounts owned by the  SENDER, who by means of written communication before the subscription of the Contract will certify the origin of funds. This in  accordance with the Policy for the Prevention and Control of Asset Laundering of ECOPETROL.\n\n  4\n\n\n\n\n\n   8.4 In the case of local financial institutions, the bond shall expressly state that the issuer waves the benefit of excussio stipulated in article 2383 of  the Colombian Civil Code.    8.5 The issuance and validity of the Bond shall be an indispensable condition for the provision of the Service. As a consequence, ECOPETROL  may suspend the provision of the Service or terminate the Contract in advance, when the Bond is not in force, without this waiving the SENDER  from its payment obligations and all other obligations derived from the Contract hereof.    CLAUSE NINTH  OBLIGATIONS OF THE SHIPPER    9.1 In addition to the obligations set forth in the Manual of the Shipper and those established in the law, ECOPETROL is obliged in a special  manner to:\n\n  CLAUSE TENTH  OBLIGATIONS OF THE SENDER    10.1 In addition to the obligations set out in the Manual of the Shipper and those in the law, the SENDER is obliged particularly to:\n\n\n\n  a) Receive in the Entrance Point agreed in the Pipeline, the Crude owned by the SENDER up to the volume corresponding to the Contracted  Capacity, subject to the Available Capacity of the Pipeline in the Month of Operation in which the Service is to be provided.    b) Maintain in custody the Crude delivered from the Point of Entrance until the time of delivery to the SENDER in the Exit Point.  Notwithstanding the foregoing, in the event in which the SENDER does not receive the Crude in the Point of Exit pursuant to the  agreement, the responsibility by the ECOPETROL to maintain the Crude in custody shall cease.    c) Shipping and decanting through the Pipeline the Crude delivered by the SENDER from the Point of Entrance until the Exit Point.    d) 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.    e) Deliver the Crudes shipped to the SENDER or whoever is designated as receiver of the same in the Point of Exit, in accordance with the  instructions received by the SENDER and with the conditions of the Manual of the Shipper.    f) ECOPETROL shall not be obliged to receive Crude: (a) when the same fails to fulfill the Specifications of Quality agreed in the Contract  hereof; (b) when the SENDER does not have an accepted nomination in the Shipment Schedule of the Pipeline, or (c) when there are not  valid agreements of the SENDER that allow the delivery of Crude in the Point of Exit.    g) Execute all other obligations derived from the nature of the Contract.\n\n  5\n\n\n\n\n\n\n\n  CLAUSE ELEVENTH  RISKS AND RESPONSIBILITY    11.1 Each Party shall be responsible for any damage caused to the other Party as a result of failing to fulfill its obligations under the Contract  hereof, in the terms set out in the clause hereof.    11.2 Responsibility of ECOPETROL:\n\n\n\n\n\n  a) Undertake the nomination of the Crudes to be shipped, pursuant to the procedure established in the Manual of the Shipper.    b) Deliver at the Point of Entrance the Crudes of its own/production included in the Shipment Schedule as a result of the nomination  process.    c) Receive in the Point of Exit the Crudes transported as established in the Manual of the Shipper and the procedures set forth by  ECOPETROL, or if a receiver different than the SENDER has been designated, this shall take al necessary measures so that the Crude is  received in accordance with the stipulations in the Manual of the Shipper and the procedures set out by ECOPETROL, the SENDER is  any case responsible for the reception of the Crude. In case the Crude is not received at the Point of Exit, the provisions established in the  Manual of the Shipper shall be applied.    d) Enter into the contracts with other shippers or terminal operators required to ensure the delivery of crudes at the Point of Exit without  affecting the operation of the Pipeline.    e) Make the Fee payment and all other items as they may apply in the terms and conditions established in the Contract hereof.    f) Execute the bond in favor of ECOPETROL.    g) Make the payment of the shipping tax under the conditions set out in this Contract and the law.    h) Execute all other obligations derived from the nature of the Contract.\n\n  a) In addition to the provisions in the Manual of the Shipper, ECOPETROL shall not be responsible for any faults in the Service, or the  loses, damage or deterioration the Crude may suffer, if the fault in the Service, the loss, damage or deterioration of the Crude are due to (i)  events of force majeure or acts of nature, (ii) Acts from third parties, (iii) vice inherent to the Crude, or (iv) fault attributable to the Sender  (hereinafter, the \"Excusable Events\").    b) ECOPETROL shall only be responsible for the faults in the Service or loses, damage or deterioration the Crude may suffer to the extent it  does not demonstrate that (i) no Excusable Event has occurred, and also, (ii) ECOPETROL failed to adopt the reasonable measures any  shipper would have taken according to the requirements of operation of a pipeline with similar characteristics to the Pipeline, to avoid the  damage or its aggravation.    c) In all other events, different than those in connection with the provision of the Service, ECOPETROL shall be liable to the extent in incurs  in gross negligence.    d) 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.\n\n  6\n\n\n\n\n\n\n\n  11.3 Crude Assessment:    In order to determine the value of the Crude for liability purposes based on the previous numeral, ECOPETROL shall establish the following rules:    a) For those Pipelines using the mechanism of Volumetric Compensation for Quality and pursuant to the indications in the Manual of the Shipper,  the value of the Crude shall be determined based on the result generated by the application of said mechanism defined for the Pipeline for the  month in which the loss or damage of Crude occurs.    b) For intermediate Pipelines and/or ending in Sea Terminals and not using the mechanism of Volumetric Compensation for Quality, the assessment  of the Crude shall be made taking the price of reference of export of Crude in the respective Sea Terminal, reported for the month in which the loss  or damage of Crude occurs, based on the commercial balance of ECOPETROL for the export mix of which the Crude was part, discounting the  applicable monthly fee for the Services, and including but not limited to, the handling services in plant, storage, terminal services, etc., up to the  Point of Entrance of the Pipeline in which the loss or damage of the Crude has occurred.    11.4 Responsibility of the SENDER:\n\n  11.5 In those events in which the SENDER may be involved, the technical procedures defined for these occasions by ECOPETROL shall be  followed:    11.6 Procedure under an Excusable Event: In the event of occurrence of an Excusable Event:\n\n\n\n\n\n  e) 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.\n\n  a) The SENDER shall be liable for any damage caused to ECOPETROL for the default of its obligations under the Contract hereof and shall  be responsible for any damage derived from or as a consequence of the actions or omissions of the SENDER, its workers, subordinates,  contractors and subcontractors, except in cases of (i) gross negligence or willful misconduct by ECOPETROL, or (ii) a force majeure or  unforeseen circumstances.    b) The SENDER shall not be waved from its responsibility to pay the Fee agreed in this Contract, save the Service is not provided by causes  exclusively attributable to ECOPETROL as indicated in numeral 11.2 b).\n\n  a) ECOPETROL shall notify the SENDER within twenty four hours (24) following the moment of occurrence, making the commitment to  submit all details within the following five (5) business days.\n\n  7\n\n\n\n\n\n\n\n  11.7 The fulfillment of all legal obligations corresponding to each of the Parties, among them and including, those in connection with its personnel,  compliance with environmental standards, those related with the legality of intellectual property rights, tax provisions or any other similar  obligation, shall be borne and will be the exclusive responsibility of the Party to whom said obligation corresponds and its failure to perform it shall  only affect said Party.    11.8 The fact that any of the Parties fails to enforce to the other Party any of the stipulations hereof at any time, shall not be considered a waiver  for the performance of said stipulation, unless the other Party notifies it in writing.  No waiver to allege a violation of this Contract shall be considered as a waiver to allege any other violation.    11.9 The Parties state to be aware of the public order and security conditions of the areas in which the purpose of the Contract shall be developed,  and each Party assumes its own and exclusive responsibility for the risks derived from such conditions, and therefore, shall not take any claim or  action against the other Party due to any damage or injuries suffered by said Party on its property, personnel, its agents, contractors or  subcontractors (including its employees or subordinates) resulting from public order or security conditions.    11.10 Each Party shall be exclusively responsible for any damage caused to third parties as a result of its proved and exclusive fault. In particular,  each Party shall be responsible for all loss or damage to the property of third parties or injury, illness or death of all third parties as a result of its  acts or omission or those from its personnel.    CLAUSE TWELFTH  PENAL PECUNIARY CLAUSE    12.1 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.    12.2 Said sum shall be charged to the amount of damage suffered by ECOPETROL, and its value may be taken directly from the balance in favor of  the SENDER if there is any, or else from the Bond. If this is not possible, the penal pecuniary clause shall be collected by means of execution for  which the Contract shall be a writ of execution.    12.3 The application of the penal pecuniary clause does not include the indemnification for any damages borne by the SENDER if the amounts of  these are higher, under the criteria of ECOPETROL, to the amount of the penal pecuniary clause agreed hereof, nor it releases the SENDER from its  payment obligation of the totality of the value of the Contract pursuant to the conditions agreed.\n\n\n\n  b) ECOPETROL shall carry out all reasonable procedures as required to resume as soon as possible the performance of the obligations of  the Contract. Likewise, it shall make efforts to minimize or mitigate any delay or additional costs that may be generated.\n\n  8\n\n\n\n\n\n   CLAUSE THIRTEENTH  SUSPENSION DUE TO NON-PERFORMANCE OF THE SENDER    13.1 ECOPETROL shall be entitled to suspend the Service in case of any events that may represent a serious default on any of the obligations of  the SENDER. For this purpose, a communication from ECOPETROL addressed to the SENDER shall be sufficient, notifying the serious default.  ECOPETROL may, based on the seriousness and the effects of the default, grant the SENDER a reasonable term to fix the default (the \"Grace  Period\"), which under no circumstance may be granted if the default is due to the non-payment of the Fee in the terms set out in the Contract  hereof. If, upon expiration of the Grace Period the SENDER has not resolved the default, ECOPETROL may suspend the Service and the SENDER  shall not be entitled to any indemnification under no circumstance. The reestablishment of the provision of Services shall be subject to previous  approval in writing by ECOPETROL.    13.2 The suspension of the Contract is not a waiver or a release for the SENDER on its responsibility to pay the Fee and all other concepts that  may be applicable under the Contract hereof.    CLAUSE FOURTEENTH  TERMINATION OF THE CONTRACT    14.1 The Contract hereof shall terminate upon expiration of the term of validity agreed.    14.2 The Parties agree that ECOPETROL may declare the termination in advance of the Contract at any time, without any indemnity in favor of the  SENDER in the following events:\n\n\n\n\n\n  a) Serious default of the obligations of the SENDER without solving them within the Grace Period, when it may apply.    b) The dissolution of the SENDER as a legal person.    c) The unauthorized assignment of the Contract by the SENDER.    d) Due to changes in regulations making more costly the fulfillment of obligations undertaken by ECOPETROL.    e) As a consequence of any of the following causes: (i) fraud of the SENDER; or (ii) the SENDER incurs in acts or conducts that may  endanger the operational and/or technical stability of the Pipelines.    f) 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. Upon fulfillment of this procedure the SENDER shall not: (i) request any justifications or extensions to the motives explained  by ECOPETROL, or (ii) request or demand any kind of compensation or damages derived from the decision to terminate the Contract.    g) The termination shall not release the Parties from its corresponding obligations and responsibilities attributable to periods before the date  of termination of the Contract.\n\n  9\n\n\n\n\n\n\n\n  14.3 It shall not be necessary any previous private or judicial requirement for purposes of enforcement of this clause.    CLAUSE FIFTEENTH  TAXES    15.1 All taxes, contributions, rates, surcharges and any other national, departmental, district or municipal taxes caused by the entering into,  execution and liquidation of the Contract hereof, shall be borne by the Party that has to assume said payment pursuant to the law.    15.2 The collection and payment of the shipment tax shall be assumed by ECOPETROL before the Ministry of Mines and Energy, and therefore the  SENDER shall pay the same to ECOPETROL pursuant to the provisions hereto.    CLAUSE SIXTEENTH  LIQUIDATION OF THE CONTRACT    16.1 Upon expiration of the Term of Validity, the Parties shall subscribe the minutes of termination of the execution.    16.2 The Parties shall make the liquidation of the Contract by mutual agreement within three (3) months following the expiration of the date of  termination of the Contract.    16.3 In case the SENDER fails to appear to the liquidation, or if there is not an agreement of the same within the term previously mentioned, the  SENDER expressly authorizes ECOPETROL to proceed with the liquidation in one (1) month term.    16.4 The following shall be expressly stated in the minutes of liquidation:\n\n  16.5 Upon liquidation of the Contract, the SENDER shall pay ECOPETROL any Fees or any amount of money owed or resulting from the final  liquidation of the same, after making any deduction that may be applicable.\n\n\n\n  h) The termination in advance of this Contract shall not release the SENDER from the obligations that survive the termination of the  Contract, especially that related with the payment of the Fee pending of payment and the payment of the penal clause. In the event of  termination in advance of the Contract, the SENDER shall have a sixty (60) day term following the issuance of the corresponding invoice  by ECOPETROL to pay the amount of any overdue fees.\n\n  a) The statement regarding the performance of the obligation undertaken by each of the Parties (or from ECOPETROL if the liquidation is  unilateral) derived from the execution of the Contract; and    b) Any agreements, settlements and transactions reached by the Parties to settle any differences that may have arisen and to obtain the  good standing and release of any obligations.\n\n  10\n\n\n\n\n\n   CLAUSE SEVENTEENTH  AUTHORIZED REPRESENTATIVES FROM THE PARTIES    17.1 Each of the Parties shall notify to the other in writing, before the commencement of the execution of this Contract the name, position,  addresses, institutional electronic mails and telephone numbers of the person(s) authorized to represent it. Likewise, any change of these  representatives shall be notified in writing.    17.2 Any instruction or notification addressed to the representative designated in the manner previously established shall be considered as  addressed to the respective Party.    CLAUSE EIGHTEENTH  AMENDMENTS    18.1 Any amendment, clarification or addition to the conditions stipulated in the Contract hereof, shall be in writing, in documents subscribed by  the authorized representatives by the Parties.    CLAUSE NINETEENTH  ASSIGNMENT    19.1 The SENDER shall not assign totally or partially the Contract hereof, without the previous written consent by ECOPETROL.    19.2 The assignee shall assume all rights and obligations in the same terms established hereto.    19.3 The assignment may be authorized by ECOPETROL, when the SENDER sufficiently demonstrates to ECOPETROL that:\n\n  a) The assignee is a legal person duly organized and the duration of the same shall not be less that the term of the Contract and three (3)  more years.    b) The assignee has an adequate financial capacity to meet the obligations derived from the Contract assigned.    c) The assignee has Crude of its own/production.    d) The assignee provides and adequate and acceptable Bond payment to ECOPETROL for the fulfillment of the obligations derived from the  Contract.\n\n  19.4 ECOPETROL may assign the Contract without the authorization from the SENDER.     \n\n\n  CLAUSE TWENTIETH  LICENSES, PERMITS AND AUTHORIZATIONS    20.1 The Parties are obliged to have or obtain all required licenses, permits and authorizations for the execution of the purpose of the Contract.  Each Party shall be individually liable for all those risks, fines, sanctions or damage caused as a result of the absence of any license, permit or  authorization that is obliged to obtain and therefore shall defend and hold the other Party harmless before any authorities, judges and third parties.\n\n\n  11\n\n\n\n\n\n   CLAUSE TWENTY-FIRST  EXCLUSION OF THE LABOR RELATION    21.1 The Parties do not assume any labor relationship with personnel that, by virtue of the Contract, are assigned to the other Party for the  appropriate execution of the same. All future or present obligations resulting from the relations of the Parties with its personnel shall be exclusively  borne by the Party involved, and therefore, each Party assumes full responsibility concerning compliance with labor regulations and social  security and shall hold the other Party harmless against any claim in connection with any violation to the mentioned regulations.    CLAUSE TWENTY-SECOND  INDEMNITY    22.1 ECOPETROL is obliged to protect, indemnify and hold the SENDER harmless against any loss, cost or damage to be caused or derived from,  or related with the breaching of the Contract by ECOPETROL, save the same are caused by Excusable Events.    22.2 The SENDER is obliged to protect, indemnify and hold ECOPETROL harmless and its parent, affiliates and subsidiaries, and the directors,  employees, agents and representatives of ECOPETROL, and of its affiliates and subsidiaries against any loss, cost or damage to be caused or  derived from or related with the execution of the Contract, except (i) by causes exclusively attributable to ECOPETROL or (ii) force majeure or  unforeseen circumstances and acts of third parties.    CLAUSE TWENTY-THIRD  CONFIDENTIALITY    23.1 The Parties make the commitment to keep strict confidentiality and not to disclose to any person any information considered as confidential  (the \"Information\"), which has been provided through the development of the Contract hereof, and through the development of the activities  inherent to ECOPETROL and/or the SENDER.    23.2 Without prejudice of the foregoing, only in the following cases information may be disclosed:\n\n  23.3 For any information to be disclosed, that must be or wished to be disclosed as established in previous numerals, only the disclosure in  question shall proceed after consulting, if the period granted by law or the authority ordaining the disclosure of the information allows it, with the  Party that has provided the information.\n\n\n\n  a) When the disclosure of information is mandatory by law;    b) When the disclosure of information is ordered by a competent authority;    c) When the information in question is of public domain, without any action or omission from the Parties; or    d) When the entity providing the information authorizes it, in each case, previously and in writing;\n\n  12\n\n\n\n\n\n   23.4 Furthermore, it shall be understood that the Information may be disclosed to employees, advisors and officers of the Parties, as well as  employees, advisors, officers, auditors and insurance companies of the shareholders of ECOPETROL or the SENDER (including parents, affiliates  and subordinates).    23.5 In any case, the Parties shall ensure that persons to whom the Information is disclosed hold, in turn, said Information as confidential and  refrain from disclosing it. The Parties shall be responsible for any disclosure of Information to any of its employees, advisors and officers. If the  Parties become aware of any unauthorized disclosure of confidential Information, it shall be notified immediately to the other Party and jointly shall  take all measures necessary and/or convenient to prevent other disclosures of Information in the future.    23.6 The SENDER shall solely use or permit the use of the Confidential Information disclosed under the execution of this Contract to perform it.  The disclosure of Confidential Information under this Contract shall not grant any other right.    23.7 The SENDER shall be responsible for ensuring that all persons to whom the Confidential Information is revealed under the execution of this  Contract maintain said Information as Confidential and without disclosing it to any unauthorized persons. The SENDER shall be liable for any  damage caused to ECOPETROL in case of breaching the Contract hereto, or if through negligent actions or omissions, discloses or makes public  any Confidential Information outside the terms set out herein in accordance with law.    23.8 ECOPETROL may request the return of the Information at any time after notifying in writing to the other Party. Within thirty (30) days  following the reception of said notification, the SENDER shall return all original Information and destroy or make to be destroyed all copies and  reproductions (in any manner, including but without being limited to electronic means) in its possession and in possession of persons to whom it  was disclosed pursuant with the Contract hereof. In any case, upon expiration of the term of execution of the Contract, the SENDER shall return all  original Information and destroy or make to be destroyed all copies and reproductions (in any manner, including but without being limited to  electronic means) in its possession and in possession of persons to whom it was disclosed pursuant with the Contract hereof.    23.9 During the term of execution of the Contract, ECOPETROL is obliged to keep in reserve and not to disclose the information expressly  identified and in writing by the SENDER that is protected by copyrights or industrial secret pursuant to the regulations in force, that is directly  delivered by the SENDER as a result of the execution of the Contract, and makes the commitment not to deliver said information to any third  parties, except as ordered by the judicial or administrative authorities or in events required by the legal provisions in force.    23.10 This confidentiality clause shall keep its validity, inclusively after the date of termination of the Contract hereto, until the date in which all  obligations set out in this clause are fulfilled.\n\n\n\n  13\n\n\n\n\n\n   CLAUSE TWENTY-FOURTH  SOCIAL CORPORATE RESPONSIBILITY    24.1 The SENDER undertakes the commitment to:    a) Respect and obey the Good Governance Code and Policies of Integral Responsibility and Social Corporate Responsibility of ECOPETROL.    b) Make the best efforts to establish and maintain, as best as possible, good relations with the institutions (authorities) and communities settled in  the region and in the area where the Contract shall be executed.    c) Report to ECOPETROL or whoever replaces it, any incidents or new actions that may affect its image and/or the image of ECOPETROL, within  three (3) business days after the occurrence of said incidents, in order to have consensus in the handling of said incidents.    CLAUSE TWENTY-FIFTH  COMMITMENT WITH TRANSPARENCY    25.1 The SENDER undertakes the obligation to:\n\n  25.2 The SENDER states to be aware of and accepts the Code of Ethics of ECOPETROL found in the following website: www.ecopetrol.com.co,  and the provisions on conflict of interest existing in the by-laws of ECOPETROL found in the same website. In case ECOPETROL determines that  the SENDER has incurred in conducts that violate the clause hereof, ECOPETROL may terminate the Contract.\n\n\n\n  a) Maintain conducts and appropriate controls to ensure an ethical conduct and in accordance with regulations in force.    b) Refrain from making (directly or indirectly, or through employees, representatives, affiliates or contractors) payments, loans, gifts,  gratifications, commissions, to employees, managers, administrators, contractors or suppliers of ECOPETROL, public officials, members of  corporations of popular election or political parties, in order to induce such persons to conduct any action or make any decision or use  their influence in order to contribute to obtain or retain businesses in connection with the Contract.    c) Refrain from originating records or inaccurate information, or publish information that affects the image of the other Party when based on  assumptions that have not been demonstrated.    d) Avoid any situation which may generate a conflict of interest.    e) Communicate mutually and reciprocally any deviation from the line of conduct indicated in this clause.\n\n  14\n\n\n\n\n\n   CLAUSE TWENTY-SIXTH  INTEGRITY    26.1 The Contract hereof constitutes a sole and integral agreement regarding the purpose of the same and replaces any previous agreement that  has not been written in this Contract.    26.2 The following documents are an integral part of the Contract:\n\n\n\n\n\n\n\n  26.3 Likewise, all regulations and procedures that ECOPETROL has established for the development of the activities being the purpose hereto are  an integral part of this Contract.    CLAUSE TWENTY-SEVENTH  LEGAL REGIME    27.1 The relation established in the Contract hereof is of commercial nature and therefore is governed by the regulations of Colombian private law.    CLAUSE TWENTY-EIGHTH  NOTIFICATIONS    28.1 All communications and invoices between the SENDER and ECOPETROL delivered as a result of this Contract shall require for its validity to  be in writing, and depending on the will of the Party issuing it, they will have to be:\n\n  28.2 All communications shall deemed as served and valid:\n\n\n\n\n\nANNEX 1 MANUAL OF THE SHIPPER OF THE ECOPETROL S A PIPELINE\n\nANNEX 2 GUIDELINES FOR THE ADMINISTRATION OF RECEIVABLE SERVICES OF ECOPETROL\n\nANNEX 3 GENERAL CLAUSES OF ECOPETROL FOR PERFORMANCE POLICIES\n\nANNEX 4 STAND-BY LETTER OF CREDIT FORM\n\n  a) delivered personally; or    b) transmitted by facsimile, electronic mail or any other means through which it may be proved its delivery and reception (with proved  reception and confirmation by mail).\n\n  a) On the reception date if delivered personally, or    b) Twenty four (24) hours after the transmission date, if transmitted by facsimile, electronic mail or any other means through which its  delivery and reception may be proved; provided however, confirmation is received within the following three (3) days; whatever occurs  first.\n\n  15\n\n\n\n\n\n   28.3 Each Party may change the address for these purposes, with previous written communication to the other Party with fifteen (15) calendar days  in before the expected date for such change.    28.4 All notifications and communications to be made to the Parties as a result of the execution of this Contract shall be delivered to the addresses  indicated in the Specific Conditions.    CLAUSE TWENTY-NINTH  MISCELLANEOUS    29.1 Severability: the voidance, nullity or inefficacy of any provision of this Contract shall not affect the validity, efficacy and enforceability of all  other provisions of the same. In these events the Parties are obliged to negotiate in good faith a clause resulting legally valid, and enforceable,  whose purpose is the same of the provision or provisions having vices of nullity, invalidity or non-enforceability, as the case may be.    29.2 Administration and Inspection: ECOPETROL shall designate an administrator and inspector of the Contract, whose functions shall be  established in the Manual of Administration and Inspection of ECOPETROL.    29.3 Survival: The termination of this Contract shall not relieve the Parties from any obligation towards the other Party pursuant to this Contract, or  any other loss, cost, damage, expense or responsibility which may occur under this Contract before or as a result of said termination.    CLAUSE THIRTEENTH  PERFECTION AND EXECUTION    30.1 The Contract hereof is perfected with the subscription of the same. For its execution the approval of the bond assumed by the SENDER is  required.\n\n\n\n  16\n\n\n\n\n\n  ANNEX 1     MANUAL FOR THE TRANSPORTER OF PIPELINES ECOPETROL S A\n\n\n\n\n\n\n\n\n\n   Operation and Transport Regulations Version 1    MANUAL FOR THE TRANSPORTER OF PIPELINES ECOPETROL S A     TABLE OF CONTENTS\n\n\n\n\n\nCLAUSE 1. PURPOSE 3     CLAUSE 2 DEFINITIONS  3     CLAUSE 3 GENERAL DESCRIPTION OF THE PIPELINE  10     CLAUSE 4 OBLIGATIONS OF THE PARTIES  10     CLAUSE 5 FEES  13     CLAUSE 6 SPECIAL SERVICES  14     CLAUSE 7 ADJUSTMENT OF THE EFFECTIVE CAPACITY OF THE SYSTEM DUE TO VARIATIONS IN THE SPECIFICATIONS OF  HYDROCARBONS   14\n\n    CLAUSE 8 PROJECTIONS, NOMINATION AND TRANSPORTATION SCHEDULE OF THE PIPELINE  15     CLAUSE 9 BALANCE IN EXCESS OR DEFECT  18     CLAUSE 10 PRIORITIES IN THE NOMINATION PROCESS  19     CLAUSE 11 REJECTION OF A TRANSPORTATION REQUEST  20     CLAUSE 12 QUALITY REQUIREMENTS  21     CLAUSE 13 DETERMINATION OF QUANTITIES AND QUALITY  22     CLAUSE 14 VOLUMETRIC COMPENSATION FOR QUALITY  25     CLAUSE 15 BULLETIN OF TRANSORTATION BY THE PIPELINE - BTO  26     CLAUSE 16 SPECIAL TRANSPORTATION CONDITIONS  28     CLAUSE 17 REGULATIONS FOR THE TRANSPORTATION OF SEGREGATED HYDROCARBON  29     CLAUSE 18 RISKS AND RESPONSIBILITY  29     CLAUSE 19 FILLING THE PIPELINE OR FILLING THE LINE  31     CLAUSE 20 HANDLING LOSSES IN THE PIPELINE  31     CLAUSE 21 CLAIMS  33\n\n  1\n\n\n\n\n\n   Operation and Transport Regulations Version 1\n\n\n\n\n\nCLAUSE 22 SANCTIONS TO OPERATING AGENTS FOR NON-PERFORMANCE OF THE TRANSPORTATION SCHEDULE  33     CLAUSE 23 HYDROCARBON AFFECTED BY LITIGATION 34     CLAUSE 24 INVESTMENTS IN THE PIPELINE  35     CLAUSE 25 SOLE RISK PROPOSALS  36     CLAUSE 26 PROCEDURES FOR COORDINATION OF OPERATIONS, COMMUNICATIONS AND EMERGENCY ASSISTANCE  38     CLAUSE 27 SETTLEMENT OF CONTROVERSIES  39     CLAUSE 28 VALIDITY  39     CLAUSE 29 ADDITIONS AND MODIFICATION  39     CLAUSE 30 APPLICABLE LEGISLATION  39     ANNEX 1: MECHANISMS OF QUALITY COMPENSATION FOR THE MIXTURE OF CRUDE OIL  40     ANNEX 2: DEFINITION OF STANDARD BARRELS PER SYSTEM 48     ANNEX 3: DESCRIPTION OF THE SYSTEMS 49     ANNEX 4: MINIMUM SPECIFICATIONS OF QUALITY PER SYSTEM 50\n\n  2\n\n\n\n\n\n   Operation and Transport Regulations Version 1    CLAUSE 1. PURPOSE\n\n\n\n\n\n   CLAUSE 2 DEFINITIONS     2.1 All terms listed hereunder shall have the meaning assigned in this Manual without any difference when the term is used either in singular or  plural, upper or lower case letters.     2.1.1. Transportation Agreement or Transportation Contract: means the agreement between the Transporter and a Sender whose purpose is the  Transportation of Crude Oil through the Pipeline.     2.1.2. Operating agent or agent: means any natural or legal person, public or private person involved the technical and/or commercial relations for  the provision of Transportation services of Crude Oil through Pipelines.     2.1.3. Water and sediment: means any material coexisting with Crude Oil without being part of the same.     2.1.4. Fiscal Year: means the period of time starting at 00:01 hours of January 1st of a year and ending at 24:00 hours of 31 December of the same  year. Always being referred to Colombian time     2.1.5. API: means the American Petroleum Institute.     Also it will have the meaning corresponding to the measuring unit for density (API 141.5/GE-131.5; where GE is defined as specific gravity), known  internationally as one of the sale properties of Hydrocarbons depending on the context used.     2.1.6. ASTM: American Society for Testing Materials.     2.1.7. Provisional Notice: means the notification that the Transporter will deliver to the Sender regarding any damage or additional costs incurred,  or about its intention to withdraw and use the Sender's Crude to pay monies in favor of the Transporter or the owner, borne by the Sender and/or  to avoid any Operational affectations in the Pipeline.\n\n\n\n1.1 The Pipeline is for private use considering its nature and in accordance to the provisions in the Colombian Code of Crude Oils.\n\n1.2 The purpose of this Manual of the Transporter of the Pipeline (hereinafter the \"Transporter's Manual) is to establish the general conditions  for the Transportation of Hydrocarbons of the Owners through the Pipeline.\n\n1.3 Likewise, conditions for the access of Third Parties to the Pipeline are established in those events in which there is Available Capacity in  the Pipeline.\n\n  3\n\n\n\n\n\n   Operation and Transport Regulations Version 1    2.1.8. Balance for the Sender: means the volumetric balance for each of the Senders using the Pipeline.     2.1.9. Volumetric Balance: means the balance of Operations conducted by the Transporter at the end of each month of Operation, in order to  establish the amounts of Crude handled in the Pipeline and to make the determination and distribution of Crude losses.     2.1.10. Barrel: means a volume equal to 42 United States of America gallons. Each gallon is equal to three liters and seven thousand eight hundred  and fifty three ten thousands of liters (3.7853).     2.1.11. Standard Barrel: means the volume of Hydrocarbons including dissolved water, suspended water and suspended sediment but excluding  free water and bottom sediments, calculated at standard conditions (60F and 14.7 lbf/in, or 15C and 1.01325 bares).     2.1.13. Net Standard Barrel: means the volume of Hydrocarbon excluding total water and total sediment, calculated at standard conditions (60F and  14.7 lbf/in, or 15C and 1.01325 bars).     2.1.14 Barrels per Calendar Day (bpdc): means the measuring unit of flow volume referring to the average value of a specific period.     2.1.15 Barrels per Operational Day (bpdo): means the measuring unit of flow volume referring to the average value of days effectively operated.     2.1.16 Bulletin of Transportation by Pipeline: means the website in which the Transporter makes available to agents and all other interested parties,  the information indicated in resolutions No 18-1258 and 12-4386 of 2010, issued by the Ministry of Mines and Energy, which regulates  Transportation through Pipelines and the methodology to set out the rates, as amended or superseded.     2.1.17 Quality of a Hydrocarbon: means a set of characteristics contained in a volume of Hydrocarbon. These characteristics are referred, among  others, to viscosity, API gravity, specific gravity, percentage in weight of sulfur, Point of fluidity, acidity, steam pressure, percentage in volume of  water, percentage in weight of sediments and salt content.     2.1.18 Contracted Capacity: means the Capacity of the Pipeline committed through Transportation Contracts.     2.1.19 Designed Capacity or Transportation Capacity: means the Transportation Capacity for Crude Oil established for the Pipeline, based on the  Crude properties and specifications of the equipment and tubing for the calculation and design of the Pipeline. If the design of the Pipeline is  modified to increase said Capacity, then this will be the new design Capacity.\n\n\n\n  4\n\n\n\n\n\n   Operation and Transport Regulations Version 1    2.1.20 Owners Capacity: means the Transportation Capacity of the Pipeline necessary in a period of time for the Transportation Crude Oil owned  by its owners, its parent companies or subsidiaries.     2.1.21 Available Capacity: means, for a specific period of time, the difference between the effective Capacity and the sum of: i) the owner's  Capacity, ii) the Contracted Capacity and iii) the preferred rights, which shall be available for the Transportation of Third Party's Crude under the  conditions set out in the Manual hereof.     2.1.22 Effective Capacity or Transportation Effective Capacity: means the maximum average Capacity of Transportation, which may be used for  Crude Transportation in a specific period of time. This is calculated as the product of the nominal Capacity by the service factor.     2.1.23 Nominated Capacity: this means the Crude volume that, according to a letter from the Sender or Third-Party delivered to the Transporter in  the respective month of nomination, and in accordance with the procedures established in this Manual, they require it to be transported through  the Pipeline.     2.1.24 Nominal Capacity: means the maximum Transportation Capacity between a pumping station and a Pipeline terminal, or between two pumping  stations, calculated considering the installed equipment in the system and the expected quality of Crude for a specific period of time. It is  expressed in BOPD for a Hydrocarbon of standard barrel characteristics in terms of viscosity in cstks at 30 C and API at 60 F according to the  design Capacity of the Pipeline.     2.1.25 Programmed Capacity: this means the portion of the effective Capacity of Transportation of the Pipeline assigned to each Sender or Third  Party requesting the Transportation service in accordance with the provisions in this Manual.     2.1.26 Volumetric Compensation for Quality or CVC: this means the procedure by which Senders are compensated for the gain or loss in the  discounts of Crude as determined by the difference between the Crude delivered by the Sender at the Point of Entrance compared to the Crude  withdrawn at the Point of Exit.     2.1.27 Monetary Conditions: means the tables or formulas to calculate any extra charge and bonuses for Crude quality and commercial discounts  applied on the Rate for the Line.\n\n\n\n  5\n\n\n\n\n\n   Operation and Transport Regulations Version 1    2.1.28 Connection: this means the installation that allows delivery of Crude to the Pipeline and/or withdrawal of Crude from the Pipeline.     2.1.29 Ship or Pay Transportation Contract: this means the agreement between the Transporter and a Sender that regulates the provision of the  Transportation service of Hydrocarbons for a specific Contracted Capacity in firm, understanding that the Sender has a permanent right for the  Transportation of a specific volume of Hydrocarbons, and that the Payment of the rate is agreed in firm, regardless of the volume effectively  transported or even if no volume is transported.     2.1.30 Spot Transportation Contract: this means the agreement between the Transporter and a Sender that regulates the provision of the  Transportation service of Hydrocarbons for a specific Contracted Capacity in a month of Operations, subject to the available Capacity of the  Pipeline in the process of nomination.     2.1.31 Coordination of Operations: means the set of activities conducted by the Transporter to control the development of the Transportation  program and procure its fulfillment.     2.1.32 Crude Oil or Hydrocarbon: means the natural mix of Hydrocarbons in accordance with the definition through the article 1 of the Petroleum  Code, which exists in underground deposits and remains liquid at atmospheric pressure after going through the separation facilities on surface, as  well as the products necessary to make viable its Transportation such as diluents.     2.1.33 Crude for Transportation: means the inspected Crude Oil delivered to the Pipeline for Crude Transportation. This category includes  inspected Crude Oils both segregated or separated from others as well as those mixed between them, when they may be mixed, in both cases, with  any other substance for Transportation purposes.     2.1.34 Inspected Crude: means the Crude Oil treated, dehydrated, degasified, drained, settled, stabilized and measured at the inspection facilities.     2.1.35 Mixed Crude or Mix: means the combination of different Crude before and/or after delivered to the Pipeline to be transported.     2.1.36 Segregated Crude: means Crude Oil that by agreement between the Transporter and a Sender is decided to be transported through the  Pipeline without being mixed with other Crude.     2.1.37 Preferred Right: means the power that the National Government has through the National Agency of Hydrocarbons (ANH) or whoever  replaces it, on the Design Capacity of the Pipeline for the Transportation of royalty Crude. This preference is limited to Crude Oil coming from  royalties corresponding to production served through the Pipeline. The preferred right shall be up to 20% of the design Capacity.\n\n\n\n  6\n\n\n\n\n\n   Operation and Transport Regulations Version 1    2.1.38 Day: means the period of twenty four (24) hours starting at 00:01 of one day and ends at 24:00 of the same day, always referring to  Colombian time.     2.1.39 Diluent: means the natural or refined product mixed with heavy Oil to facilitate Transportation through the Pipeline.     2.1.40 Delivery: means the action by which the custody of the volume of the Sender's Crude is transferred to the Transporter to be shaped through  the Pipeline.     2.1.41 Reasonable Effort: means the effort that a prudent person makes in handling his own business while protecting his interests.     2.1.42 Initial Pumping Station: means the initial station of the Pipeline.     2.1.43 Final Station: means the final Station on the Pipeline.     2.1.44 Justified Event: means any event or circumstance beyond the Transporter's control such as, including but not limited to, strange cause,  force majeure, acts of nature, acts of a Third-Party or the victim, labor disputes or actions of any kind arising from organized labor, outside war  (whether or not declared), civil war, sabotage, revolution, insurrection, riots, civil unrest, terrorism, illegal actions from Third parties, epidemics,  cyclones, tsunamis, landslides, lightning, earthquakes, floods, rainstorms, fire, adverse atmospheric conditions, expropriation, nationalization,  laws, regulations or orders for any competent authority, distortions, damage or accidents in machinery, equipment, Pipelines, power transmission  lines or other facilities, attachments, impossibility or delays in obtaining equipment or materials, inherent vices of crude oil, among others.     2.1.45 Service Factor: means that percentage effectively uses of the nominal Capacity due to temporary operating and maintenance restrictions of  the Pipeline and its complementary facilities, calculated for a specific period of time in which the effects of unavailability of mechanical equipment,  maintenance programs of the line and the number of days of the period considered must be taken into account.     2.1.46 Line Fill or Pipeline Fill: means the volume of Crude necessary to fill in the lines of the Pipeline between the initial pumping station under  final station, the bottom of the storage tanks that cannot be pumped o that serve the Pipeline, and all installations, lines, pumping and measuring  equipment.\n\n\n\n  7\n\n\n\n\n\n   Operation and Transport Regulations Version 1    2.1.47 Calendar Month: means the period of time starting at 00:01 hours of the first day of the Gregorian month and ends at 24:00 hours of the last  day of the same Gregorian month.     2.1.48 Nomination Month: means the calendar month immediately before a month of Operations.     2.1.49 Operation Month: means the calendar month during which the Transporter executes the Transportation program.     2.1.50 Entrance Node: means the set of facilities located in a determined geographical area where the Sender delivers the Crude and in which a  distance is started.     2.1.51 Exit Node: means the set of facilities located in a determined geographical area where the Sender withdraws the Crude and in which a  distance ends.     2.1.52 Nomination: means that transportation service request formalized by each Sender or Third-Party for the month of Operation, specifying the  required Transportation volume, the Point of Entrance, the Point of Exit and the quality of Crude and the characteristics of Crude required to be  transported.     2.1.53 Pipeline: means all the necessary physical facilities for the Transportation of Crude Oil from the nodes of Entrance to the nodes of Exit  including, among others, pipes, pumping units, measuring units, control systems and tanks used for the Operation of the Pipeline.     2.1.54 Operator: means the Transporter or the natural or legal person that performs the Operation tasks of the Pipeline.     2.1.55 Party: means the Transporter and/or Sender, or there assignees as the case may be.     2.1.56 Identifiable Losses: means the losses of Crude that may be located in a specific Point of the Pipeline and attributable to specific events such  as breakages, spills, attacks, theft, force majeure or acts for nature.     2.1.57 Non-identifiable Losses: means the normal losses inherent to the Operation of Transportation in the Pipeline corresponding, among others,  to what volumetric contractions as a result of the mix, leakages in the equipment, drainages, evaporation and other reasons originated in the  handling of the Pipeline.     2.1.58 Transportation Plan: means the projection of the volumes to be transported through the Pipeline and the available Capacity in the medium  and long term.\n\n\n\n  8\n\n\n\n\n\n   Operation and Transport Regulations Version 1    2.1.59 Transportation Program or Program: means program of Operations of the Pipeline for a month of Operations prepared by the Transporter,  days on the cycle of nomination of Transportation. It specifies the use of the effective Capacity, the volumes of Crude entering at the Points of  Entrance and volumes of Crude coming out from the Pipeline at the Points of Exit.     2.1.60 Owner: means Capacity S.A. as an exporter company and/or refiner of Crude Oil and its parent and/or branches, holders of the goods and  Pipeline's facilities.     2.1.61 Point of Entrance: means the exact Point of the Pipeline, in which the Transporter assumes custody of the Crude delivered by the Sender at  the node of Entrance. This must be specified in the Transportation agreement.     2.1.62 Point of Fluidity: means the temperature at which a Crude Oil ceases to flow.     2.1.63 Point of Exit: means the exact of the Pipeline in which the Sender takes the Crude Oil delivered by the Transporter that the node of Exit and  the ceases custody of the Crude by the Transporter. This must be specified in the Transportation contract.     2.1.64 Sender: means the natural or legal person to whom the Transporter provides Transportation service of Hydrocarbons through the Pipeline. It  shall be understood that the Sender acts as the owner of the Crude to be transported unless specified otherwise. Among the Senders are the ANH  and the owner. Any Third parties and the ANH acquire the Capacity of Senders when enter into a Transportation contract with the Transporter.     2.1.65 Withdrawal: means the act by which he Transporter returns to the Sender or whoever is designated, at the Point of Exit, a volume of  Hydrocarbons ceasing its custody.     2.1.66 Withdrawal by Defect: means the volume of Crude that is Sender is not withdrawn according to the Transportation program.     2.1.67 Withdrawal by Excess: means the volume of Crude that has been withdrawn from a Sender above the limits in the Transportation program.     2.1.68 Transportation Rate or Rate: means the monetary value per barrel charged by the Transporter to the Senders for the Transportation service.  Surcharges, bonuses and discounts shall be applied to this rate as specified in the monetary conditions.     2.1.69 Third Party: means the person that has the ownership title or holding of the Crude Oil and requires from the Transporter the provision of the  Transportation service through the Pipeline, conditioned to the existence of available Capacity.\n\n\n\n  9\n\n\n\n\n\n   Operation and Transport Regulations Version 1    2.1.70 Transporter: means Capacity S A owner of the Pipeline, or the person appointed as a representative or assignee, whose activity is the  provision of the Transportation service.     2.1.71 Distance: means the portion of the Pipeline from a node of Entrance and a node of Exit, which must have a rate.     2.1.72 Volume to Transport: means the Gross Standard Barrels delivered by the Sender to the Transporter at the Point of Entrance.     CLAUSE 3 GENERAL DESCRIPTION OF THE PIPELINE     The descriptions of the systems to which this Transporter Manual applies are published in Annex 3, description of the systems.     CLAUSE 4 OBLIGATIONS OF THE PARTIES     4.1 Obligations of the Senders: The following are obligations of the Sender:     4.1.1 Enter into Transportation Contracts with the Transporter.     4.1.2 Report to the Office of Hydrocarbons of the Ministry of Mines and Energy by communication delivered within ten (10) days following the  contracting of the service its Transportation through the Pipeline and the Distance to be used, the origin (regions, municipalities and fields) of the  Crude Oil to be transported and the term of the Transportation contract.     4.1.3 Provide the Transporter in on a timely basis and in accordance with the time schedule set out for said purpose, the necessary information for  preparation of the Transportation Plan.     4.1.4 Timely present the nomination to the Transporter pursuant to the conditions, specifications, and based on the procedure set out in this  Manual.     4.1.5 Comply with and implement the commercial, Operational and administrative procedures of the Manual hereof.     4.1.6 Comply with the Transportation program defined for the month of Operation for the delivery of Crude to the Pipeline at the Point of Entrance  and implement whatever may be necessary for its reception at the Point of Exit in accordance with the procedures defined in this Manual.     4.1.7 Deliver and withdraw the Crude Oil within the limits of quality, volume, opportunity and all other conditions set out in this Manual.\n\n\n\n  10\n\n\n\n\n\n   Operation and Transport Regulations Version 1    4.1.8 Accountable for the consequences derived for its failure to comply with the obligations agreed in the Transportation contract.     4.1.9 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.     4.1.10 Comply with the regulations set out by the competent authority on environmental protection and preservation.     4.1.11 Comply with the regulations and procedures set out in this Manual for the connection of the Pipeline, as it may be applicable under the  Transporter's judgment.     4.1.12 Pay the rates established for the distances being the purpose of the Transportation service.     4.1.13 Pay to the Transporter, acting as a collector, the Transportation tax established by the legislation for Crude Oil Transportation through  Pipelines.     4.1.14 Provide the information as required by the Office of Hydrocarbons of the Ministry of Mines and Energy in order to exercise adequate control  of the activity.     4.1.15 Refrain from conducting any actions that may affect the normal Operation of the Pipeline and may cause damage to the Transporter or other  Senders.     4.1.16 Contribute and maintain in the Pipeline the quantity of Crude Oil as may be necessary to fill in the line according to the instructions provided  by the Transporter.     4.1.17 Indemnify the Transporter and the owner for any damage which may be caused by, or as a consequence of failing to fulfill its obligations.     4.1.18 all those derived from the Transportation contract of this Manual and any applicable regulations.     4.2 Obligations of the Transporter: The following are obligations of the Transporter:     4.2.1 Maintain the Pipeline in adequate operating conditions.     4.2.2 Allow access to the Pipeline of any Third parties requesting it in those cases in which there is available Capacity, provided they fulfill the  requirements established in this Manual.\n\n\n\n  11\n\n\n\n\n\n   Operation and Transport Regulations Version 1    4.2.3 Enter into Transportation Contracts with Senders and Third parties which comply with the requirements of this Manual.     4.2.4 Prepare, publish and keep the BTO updated.     4.2.5 Submit the Manual to the Office of Hydrocarbons of the Ministry of Mines and Energy, keep it updated and publish it in the BTO.     4.2.6 Report to the Office of Hydrocarbons of the Ministry of Mines and Energy, the Transportation Contracts subscribed with the Senders within  ten (10) days after its execution.     4.2.7 Pursuant to Article 47 of the Petroleum Code of Colombia give notice to the Office of Hydrocarbons of the Ministry of Mines and Energy on  the Transportation requests made by Third parties to use the available Capacity within (30) days following reception of the applications, indicating  the Contracting Party or applicant, the distance and the volumes to be transported.     4.2.8 Conduct its Transportation activity separately from other activities and giving an objective treatment to all agents in connection with the  Pipeline.     4.2.9 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.     4.2.10 Provide suitable facilities to receive the Crude Oil according to their specifications set out in this Manual, control volumes and the quality of  the same and carry out the Transportation according to the industry's specifications.     4.2.11 Attend the Transportation requirements from Third parties and Senders, and implement the nomination process under the terms set out in  this Manual and the applicable regulations.     4.2.12 Provide the Senders the information on volumes at the Point of Entrance, volume withdrawn at the Point of Exit and the inventory of Crude  in the Pipeline.     4.2.13 Establish control and inspection mechanisms to maintain the integrity of the Pipeline, and based on this, schedule maintenance and required  repairs.     4.2.14 Calibrate the measurement and quality control instruments of Crude Oil, according to the procedures and timing required by the producers,  the technical regulations and provisions established for this purpose in this Manual, inviting the Senders or their representatives to provide  support if considered necessary.     4.2.15 Charge the corresponding rates for Transportation services.\n\n\n\n  12\n\n\n\n\n\n   Operation and Transport Regulations Version 1    4.2.16 collect and Pay the Transportation tax pursuant to article 26 of Law 141 of 1994 or any other regulations as amended or superseded.     4.2.17 Publish the Transportation rates in the BTO.     4.2.18 Comply with all regulations set out for the protection and preservation of the environment foreseeing all procedures for closing and  abandonment of the Pipeline.     4.2.19 Submit to the Office of Hydrocarbons of the Ministry of Mines and Energy before March 1 of each year, the special annual report referred to  in article 204 of the Petroleum Code or any other regulations as amended or superseded.     4.2.20 Use the available Capacity if there is any, for the Transportation of Third Party's Crude, upon request, and with the previous subscription of  the respective Transportation contract.     4.2.21 Maintain rules and procedures to attend expansion requests, when the available Capacity is not sufficient to cope with the Transportation  requests of Crude from Third parties     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.     4.2.23 Permit that, in the event there is available Capacity, the Sender or Third Party conduct additional investments as required, to provide access  and Capacity to use that means of Transportation pursuant to the regulations on access and investments indicated in this Manual and other  applicable regulations.     4.2.24 Submit to the Office of Hydrocarbons of the Ministry of Mines and Energy the information on cost, rates on volumes and all other  information as required.     4.2.25 All those derived from the Transportation contract of this Manual and other applicable regulations.     CLAUSE 5 FEES     5.1 The Pipeline fee shall correspond to the rate established according to the methodology to set out rates pursuant to resolution 124386 of 2010  from the Ministry of Mines and Energy as amended or superseded.     5.2 Without prejudice of the foregoing, the Transporter may agree with the Senders the monetary conditions for the Pipeline fee considering the  commercial and technical items listed hereunder, including but without being limited to:     5.2.1 Commercial Conditions\n\n\n\n  13\n\n\n\n\n\n   Operation and Transport Regulations Version 1    5.2.2 Contracted Capacity     5.2.3 Contracted Term     5.2.4 Contracted Type     5.2.5 Payment Terms     5.2.6 Crude Oil Quality     5.2.7 About Utilization     5.3 The corresponding Party shall assume any taxes as indicated by law. The Transportation Tax is the responsibility of the Sender and is not  included in the fee.     CLAUSE 6 SPECIAL SERVICES     6.1 Increases in the Transportation Capacity.     6.1.1 In the event in which the Pipeline falls short in the effective Capacity of Transportation for the Shipment of Hydrocarbons of any of the  Senders and if there is the technical possibility to increase it through the use of any friction reduction agents or other Operational adjustments, the  Transporter may technically assess and approve this option, in which case the Sender may use this alternative under the agreements and  commercial conditions established by the parties. The Sender understands and accepts that any costs resulting from the implementation of this  alternative are additional to the rate agreed, shall be borne by the Sender and shall not be considered as an additional rate for the Transportation  service.     6.2 Transportation of Segregated Hydrocarbon     6.2.1In the event in which any Sender requires to transport Hydrocarbons in a segregated manner, the Transporter may agree with this option if it  is technically and commercially viable, in which case the Sender may use that alternative under the agreements and technical and commercial  conditions established with the Transporter. The Sender understands and accepts that any costs and damage resulting from the implementation of  this alternative are additional to the rate agreed, shall be assumed by the Sender and under no circumstance constitute an additional rate for the  Transportation service.     CLAUSE 7 ADJUSTMENT OF THE EFFECTIVE CAPACITY OF THE SYSTEM DUE TO VARIATIONS IN THE SPECIFICATIONS OF  HYDROCARBONS     7.1 The effective Transportation Capacity may vary as a function of the Hydrocarbon specifications pumped in the Pipeline. The specifications of  the Hydrocarbon delivered by the Senders may vary from this standard, obtaining as a result a variation in the effective Transportation Capacity in  the Pipeline.\n\n\n\n  14\n\n\n\n\n\n   Operation and Transport Regulations Version 1    7.2 In case there is an increase in the effective Transportation Capacity by using a Hydrocarbon of different specifications to those agreed in the  Transportation contract, this Capacity in excess shall be assigned according to the order of priorities established in this Manual.     7.3 If a Sender with a Ship or Pay contract nominates a Hydrocarbon of lower specifications to those agreed in the Transportation contract and this  generates a decrease in the Transportation effective Capacity, the Transporter may accept the delivery of the Hydrocarbon, in which case the  Sender understands and accepts that it will transport a lower equivalent quantity dude to the change in the specification and the economic  conditions of the Ship or Pay contract shall not be modified.     7.4 The Transporter shall be in charge of defining the increases or decreases of Capacity generated by a variation in the specifications of the  Hydrocarbon. This process shall be conducted once a month as part of the nomination process.     CLAUSE 8 PROJECTIONS, NOMINATION AND TRANSPORTATION SCHEDULE OF THE PIPELINE     8.1 Projections.     8.1.1 In the month of October of each year, the Transporter shall prepare the Transportation plan for the following five (5) fiscal years, expressed in  barrels per calendar day (bpdc in Spanish). For the first year volumes per month shall be provided and for subsequent years there will be volumes  per year. As a result of the preparation of this Transportation plan, the estimation of the available Capacity the Transportation of Third Party's  Crude shall be available in compliance with the provisions in article 47 of the petroleum code as amended or superseded. These information and  Transportation Capacity shall be available for consultation in the BTO.     8.1.2 The procedure to be followed shall be as follows:     8.1.2.1 The first day of each September or before, all Senders shall submit to the Transporter the information on the projections of the volumes to  be nominated for the five subsequent fiscal years and for the following fiscal year this information shall be specified monthly. Such information  shall include the following:     8.1.2.1.1 The best estimate of the Sender, the volume to be transported in bpdc, assuming uniform flow rates expressed separately for each  Hydrocarbon to be delivered;     8.1.2.1.2 The quality characteristics of each Hydrocarbon;\n\n\n\n  15\n\n\n\n\n\n   Operation and Transport Regulations Version 1    8.1.2.1.3 The Points of Entrance, expressed separately for each Hydrocarbon, with the delivery program for each of them; and     8.1.2.1.4 The Points of Exit, expressed separately for each Hydrocarbon, with the withdrawal program for each of them.     8.1.2.2 Within the first 15 days of the Third calendar month of each quarter, the Sender shall deliver to the Transporter the update of the volume  projections to be nominated in average per day for the remaining calendar months of the current fiscal year and the average per day for the  following two fiscal years.     8.2 Nomination Scheme and Transportation Schedules     8.2.1 Nominations are accepted and scheduled independently from the incoming restrictions to other systems, upon which there is no  responsibility from the Transporter to make these schedules or to contract Transportation quotas in other Transportation systems.     8.2.2 The following process is established in order to comply with and enforce Transportation schedules:     8.3 Nomination of the ANH, Owners and Senders with Ship or Pay Contract.     8.3.1 At the latest on the Third calendar day of the month of nomination, the ANH or whoever is designated shall carry out the nomination of the  royalties of Crude Oil coming from the fields served by the Pipeline. In this same term, the owners shall nominate the Crude Oils possessed and all  other Senders with Ship or Pay contract shall carry out the nomination of their Transportation requirements for the following month of Operation.  Additionally, the Senders previously mentioned shall deliver their tentative Transportation needs for the following five calendar months. The  Sender shall specify: name of the Hydrocarbon, the requested volume to be transported, quality, regime of deliveries during the month of  Operation, Point of Entrance and Point of Exit, as well as any other specific information as required or requested by the Transporter.     8.3.2 If the nomination of royalties is higher than the preferred right, the nomination shall be adjusted to that value. Royalty Crude Oils are  considered those directly nominated by the ANH in its Capacity as Sender or whoever is designated, except when these are sold to another Sender  or to a Third Party. If the owners buy Crude from royalties, the Transporter shall account for them within the preferred right without affecting the  Capacity of the owner.     8.4 Acceptance and rejection of Nominations and disclosure of Available Capacity.\n\n\n\n  16\n\n\n\n\n\n   Operation and Transport Regulations Version 1    8.4.1At the latest on the seventh calendar day of the month of nomination, the Transporter shall communicate to the ANH, the owners and all  other Senders with Ship or Pay Contracts its acceptance or rejection of the nominations and the final volume accepted, taking into account the  priorities, the overutilization and the generation of additional Capacity due to change in specifications of the Hydrocarbon. Senders with Ship or  Pay contract shall be assigned volumes to be transported up to the volume of their Contracted Capacity. Based on the accepted nominations, the  Transporter shall calculate the available Capacity, which shall be published in the BTO as previous requirement to any additiona nominations of  Senders and of Third parties having any interest and contracting the Transportation service.     8.5 Additional Nominations of Senders and nominations from Third Parties     8.5.1At the latest on the ninth calendar day of the month of nomination, any Third Party may carry out the nominations of their Transportation  requirements under the modality of Spot Contracts for the month of Operation. All Senders may nominate additional volumes at this stage.  Additionally, all Third parties and Senders with additional nominations to their Contracted Capacity shall deliver the tentative Transportation  needs for the following five (5) calendar months. Third parties and Senders shall specify: name of the Hydrocarbon, request for the volume to be  transported, delivery schedules during the month of Operation, Point of Entrance and Point of Exit, as well as any other information as required by  the Transporter.     8.5.2 if nominations exceed the available Capacity of the Pipeline, the assignment of the volumes to be transported shall be at a prorate of the  requests received and up to the available Capacity.     8.6 Closing the Nomination Process     8.6.1At the latest on the twelfth calendar day of the month of nomination the Transporter shall conduct the closing of the nomination process and  shall publish the nominations approved for all Senders and Third parties as well as the Programmed Capacity of the Pipeline. Likewise, it will carry  out the publication of any available Capacity if such is the case.     8.7 Final Scheduled of Transportation     8.7.1 The Transporter shall prepare the final scheduled Transportation for the month of Operation and an estimate for the following five (5)  calendar months and shall submit it to the Senders and Third parties with assigned Capacity at the latest on the twelfth calendar day of each  month of nomination.     8.7.2 This schedule may be modified by the Transporter, among other reasons:     8.7.2.1 Due to justified events that affect the Transportation Capacity\n\n\n\n  17\n\n\n\n\n\n   Operation and Transport Regulations Version 1    8.7.2.2 By request of the Transporter, accepted by the Senders or by request of a Sender accepted by the other Senders and the Transporter.     8.7.2.3 Derived from any other circumstances beyond the control of the Transporter.     8.7.3 Priority criteria for assignment of capacities en case of the aforementioned modifications shall be those established in clause 10 of this  Manual.     8.7.4 The Sender shall notify the Transporter as soon as possible, if it is found that: (i) its deliveries during a month of Operation at a Point of  Entrance will be less than 95% of the Scheduled Capacity or (ii) its withdrawals at any Point of Exit shall be less than 95% of the Scheduled  Capacity. With the reception of the information, the Transporter shall analyze the impact of the acquired commitments for Transportation and will  make decisions at its Sole discretion to mitigate the impact.     8.8 Extemporary Nominations     8.8.1 If any Third Party or the Sender fails to meet the terms set out to nominate in accordance with the procedures contained herein, the  Transporter shall not be obliged to accept such nominations. The Transporter shall only accept extemporary nominations as long as the Pipeline  has available Capacity. If the nomination is accepted, the Third Party or Sender shall Pay to the Transporter as a penalty, two (2%) of the  applicable rate to the volumes in barrels delivered in the Pipeline in the respective month.     8.9 Final Report of Operation     8.9.1 At the end of each month of Operation, the Transporter shall prepare a report which shall be delivered to the Senders at the latest on the  tenth (10) working day of the following calendar month of the month of Operation indicating the volumes in Gross Standard Barrels and Net  Standard Barrels delivered and withdrawn and the average qualities at each Point of Entrance and Point of Exit.     CLAUSE 9 BALANCE IN EXCESS OR DEFECT     9.1 The following procedure for the balance of each Sender is established as follows:     9.1.1 Each Sender shall schedule its withdrawals according to its delivery schedules.     9.1.2 In case that a Sender fails to fulfill or is not meeting its delivery schedule during the month of Operation, the Transporter may adjust the  withdrawal schedule of the Sender in question, to comply at all times with numeral 9.1.1 of this clause. In any case, if the Sender fails to meet its  delivery or withdrawal schedule, the Sender shall Pay the Transporter the full amount of costs associated to such breaching, including but without  being limited to those referred to storage or disposal of the Hydrocarbon, which shall be reported through a provisional notice.\n\n\n\n  18\n\n\n\n\n\n   Operation and Transport Regulations Version 1    9.1.3 In case of withdrawals in excess and in defect it is establish that if a Sender withdraws in excess or fails to withdraw its Hydrocarbon at the  Points of Exit, pursuant to the current schedule, the Transporter may at its Sole judgment start the following procedure:     9.1.3.1 The Transporter shall offer the withdrawal in defect or a portion of it to other Senders in proportion to the assignment of Capacity in the  nomination process in the month of Operation. Each Sender to whom this volume has been offered shall be respond to this offer in the following  forty eight (48) hours.     9.1.3.2 As a result of the responses received, according to the offer of numeral     9.1.3.1, the Transporter may make new offerings or assign the withdrawal in defect.     9.1.3.3 Based on the implementation of the procedure, the Senders who will withdraw the volumes in defect shall be determined.     9.1.3.4 The balance of the withdrawals in excess shall be reflected in the volumetric compensation by quality.     9.1.3.5 In no case the Transporter shall be responsible for the Hydrocarbon that a Sender has not withdrawn and as a result of that, the Pipeline  had to be evacuated. The Sender that has not withdrawn shall have the exclusive responsibility for all damages and costs caused in the  procedures for evacuation that the Transporter has to implement, which shall be informed through provisional notices.     9.1.4 The Transporter shall prepare a monthly balance showing for each Sender, the situation of deliveries and withdrawals in excess or  withdrawals in defect. This balance shall be the result of the process of volumetric compensation for quality (CVC)     CLAUSE 10 PRIORITIES IN THE NOMINATION PROCESS     10.1 For purposes of the nomination process the priorities indicated in this clause shall be followed. In the event in which the sum of the volumes  requested by the Senders exceeds the effective Transportation Capacity, o when due to the events mentioned in numeral 8.7.2 the effective  Transportation Capacity is reduced below the sum of the volumes assigned to the Senders, the Transporter shall calculate the volumes assigned in  the Transportation schedule to each Sender according to the following priorities:\n\n\n\n  19\n\n\n\n\n\n   Operation and Transport Regulations Version 1    10.1.1 First: Crude of royalties of the State coming from the fields served by the Pipeline. This priority makes reference to a preferred right that  Crude Oils from royalties shall have in the nomination process for the preparation of the Transportation schedules. For purposes of this first  priority, Crude Oil sold by the State to a Third Party or Sender non-owner, shall not be considered as Crude of royalties of the State.     10.1.2 Second: Nominations of the owners, its parent and subsidiaries.     10.1.3 Third: Nominations of Senders non-owners with Ship or Pay Transportation Contracts.     10.1.4 Fourth: Nominations of Third Parties.     10.2 For Transportation Contracts different than Ship or Pay Contracts in force prior to the enforcement of this Manual, a transitory priority  between Third and fourth priority shall be applied.     10.3 Within the Third and fourth priority, the assignment of volumes or the reduction of volumes assigned shall be made at prorate of the  capacities of each Sender and the nomination of each Third Party respectively.     CLAUSE 11 REJECTION OF A TRANSPORTATION REQUEST     11.1 The Transporter reserves the right to reject any Transportation request in addition to the reasons mentioned during the nomination process  and the Transportation schedule, those coming from a Sender who has breached a Transportation contract, this Manual or any applicable  regulations, including but without being limited to:     11.1.1 Delivery of Hydrocarbons without the minimum quality specifications indicated in this Manual.     11.1.2 Failing to deliver sufficient Hydrocarbons to fill in the line in the proportion that corresponds,     11.1.3 Late Payment or no Payment of the rate,     11.1.4 Failing to comply with the Transportation schedule either in deliveries and/or withdrawals.     11.2 The rejection of a request due to any justified event by the Transporter shall not be considered as a breaching of the obligations of the same  and this shall be made without prejudice of other actions the Transporter or the owner may have to make effective the any damages that a Sender  or a Third Party may have caused.\n\n\n\n  20\n\n\n\n\n\n   Operation and Transport Regulations Version 1    CLAUSE 12 QUALITY REQUIREMENTS     12.1 The minimum values of quality that the Crude delivered by the Senders must have to be accepted for Transportation in the Pipeline are:\n\n   For specific systems the Transporter defines minimum parameters for quality which are listed in Annex 4 Minimum Quality Specifications by  System.     12.2 Quality Certification.     12.2.1 The Sender shall always provide the Transporter a certificate evidencing the characteristics and quality specifications of the Hydrocarbon,  which shall be delivered to the Transporter. The certificate referred to in this numeral shall be issued by a company specialized in this matter and  independent from the Sender. If the Sender fails to provide the corresponding certificate, the Transporter shall not have the obligation to accept or  transport the Hydrocarbon through the Pipeline.     12.2.2 The minimum characteristics of the Hydrocarbon which must be included in the certificate are: Viscosity cST and SSU at 86\u00b0F, 100\u00b0F and  140\u00b0F, gravity API at 60\u00b0F, sulfur content, salt content, BSW, Acidity and Point of fluidity.     12.3 Extra costs     12.3.1 The Transporter and the Sender may agree on the delivery of Hydrocarbons with lower characteristics than the minimum required, in which  case the Sender shall pay all costs and expenses to improve the Hydrocarbon and to bring it to acceptable Transportation specifications for the  Transporter.     12.3.2 The agreement to make this scheme Operational shall be recorded in writing.\n\n\n\nTEST PARAMETER VALUE OF THE  PARAMETER  TEST   STANDARD  Sediment and water or particles Not to exceed 0.5% in volume Sediments -ASTM D473  Water - Karl Fisher  API at 60 \u00b0F Higher than 18 degrees API but less than 50 degrees API D 1298  V i s c o s i t y  @  t e m p e r a t u r e  o f   reference  Not to exceed 300 cSt at 30 \u00b0C ASTM D445 or D446\n\nVapor pressure Not to exceed 11 lb/square inch  Reid Vapour Pressure  ASTM D323\n\nTemperature of reception Not to exceed 120 \u00b0F   Salt content 20 PTB ASTM D 3230  Point of fluidity Not higher than 12 \u00b0C ASTM D 93\n\n  21\n\n\n\n\n\n   Operation and Transport Regulations Version 1    CLAUSE 13 DETERMINATION OF QUANTITIES AND QUALITY     13.1 Measuring equipment and applicable regulations.     13.1.1 Quantity and quality measurements and Hydrocarbon samples delivered or withdrawn shall be conducted by the Transporter or whoever is  designated through the measurement systems installed at the node of Entrance and node of Exit; each measuring system installed may include  among other things:     13.1.1.1 Calibration unit (Prover) installed and calibrated according to the method \"water-draw\" (for water distillation) as specified in the Manual  API MPMS-4 \"Petroleum Measurement Standards\", Chapter 4 \"Proving Systems\" in the most recent edition.     13.1.1.2 Turbine meters of positive displacement or Coriolis type installed in accordance with Manual API MPM-6 MPMS-4  \"Petroleum  Measurement Standards\", Chapter 6 \"Metering Assemblies Standards\" in its last edition. The meters factors shall be derived by calibration using  the same standards, taking into account correction by temperature and pressure.     13.1.1.3 A device for continuous sampling as specified in Manual API MPMS \"Petroleum Measurement Standards\", Chapter 8 \"Sampling\" in its  last edition. The methods to be used to determine the characteristics of the samples are the following:     - Water (by distillation) ASTM D 4006     - Water by Karl Fisher ASTM D 4377     - Salt content ASTM D 3230     - Sediments (by extraction) ASTM D 473     - Density API 1298     - Sulfur ASTM D 4294     13.1.1.4 A BS&W measuring equipment may also be available by the centrifuge method, following in that case, the proving method ASTM D 4007.  The density of samples shall be determined in the event of damage of the density meter or to validate or calibrate the density meter measurements.     13.1.1.5 A density meter for permanent measurement of density.     13.1.1.6 An electronic system for the measurement of flow adjusted to API MPMS, Chapter 21.2 requirements in the last edition.     13.1.1.7 The volumetric correction factor to be applied shall be the one appearing in the last edition of tables 23 and 24 of the ASTM 1250 method.\n\n\n\n  22\n\n\n\n\n\n   Operation and Transport Regulations Version 1    13.1.1.8 The calculation of the dynamic and static measurements shall be made in accordance with the current API, Chapter 12 or 4 regulations as it  may correspond.     13.1.2 The Transporter shall return to the Sender, measured in those nodes of Exit specified by the Sender, a volume of Crude equivalent to the  volume delivered by the Sender and measured at the nodes of Entrance with the following adjustments:     13.1.2.1 Deductions for Identifiable Losses and Non-identifiable losses. The Identifiable Losses and Non-identifiable losses shall be  distributed among the Senders according to the provisions in the Procedure for Adjustments for Volumetric Compensation for Quality.     13.1.2.2 Increases or reductions necessary to be made as a result of making adjustments for Volumetric Compensation.     13.2 Accounting for losses     13.2.1 The volume of all Crude Oil losses produced in the system shall be calculated by the Transporter using its best Operational and engineering  judgment.     13.3 Process to determine quantities and qualities at the Points of Entrance and Points of Exit.     13.3.1 Quantity measurements and quality sampling of deliveries and withdrawals (including calibration of instruments) shall be the Transporter's  responsibility and shall be made according to the standards and accepted prevailing practices by the API and the ASTM. The installed equipment  to conduct measurements and sampling shall be determined by the Transporter.     13.3.2 The Transporter shall ensure to set out adequate measuring and calibration procedures at the nodes of Entrance and nodes of Exit.  Calibration of the measuring systems shall be made as required by operating circumstances under the Transporter's criteria. The calibration factor  of the meters shall be effective only after the date of the latest calibration except in case of manifest error in which case the last factor of valid  calibration shall be applied.     13.3.3 The Transporter has the responsibility to take two samples of representative Crude Oil according to the API standards and with the  adequate volume for each delivery and withdrawal made. The frequency of such sampling shall be determined occasionally by the Transporter  based on the continuity of the Crude's quality among other factors. Samples shall be used for the following purposes:\n\n\n\n  23\n\n\n\n\n\n   Operation and Transport Regulations Version 1    13.3.3.1 To determine the quality.     13.3.3.2 The Transporter shall retain a sample for each delivery and withdrawal, which shall be used as a counter-sample. The Transporter shall  preserve said sample for a period no longer than 15 calendar days in case there are any claims regarding a specific delivery or withdrawal. After  this lapse of time it will not be possible to make any claims in this sense.     13.3.4 Crude volumes that the Transporter shall be committed to transport shall be determined using the measurement systems of the Pipeline  following the API and ASTM standards. The Transporter shall ensure the filling in of all official forms for each kind of measurement, which shall  contain as a minimum the following information: the date, the readings of the meters or the measures of the storage tank or tanks before starting  and upon completion of the deliveries or withdrawals, the API gravity, densities, temperatures, pressures, sediment and water percentages and any  other necessary characteristic for its identification. The forms above mentioned constitute documents, which shall be used to make calculations for  the Transportation value and the adjustment for volumetric compensation and shall serve as proving documents for any other purpose.     13.3.5 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. The Sender shall bear the cost of said inspection. For this purpose  the respective Sender shall notify the Transporter the name and title of the independent inspector at least five business days before the  measurement of the corresponding Crude.     13.3.6 The calibration of the measurement equipment shall be made as required by the Operational circumstances or by written request received  from a Sender in particular under the Transporter's judgment. The meters factors shall be updated every time this procedure is conducted. Prior to  the calibration of the meters, the Transporter shall notify the Senders the dates in which said calibration shall be carried out so that they if deemed  necessary, may be present in the calibration. The meters calibration factor shall be effective only after the date of the last calibration and the  parties participating in the calibration shall issue a certificate; otherwise this shall be documented in a letter from the Transporter to the Senders.     13.3.7 Pursuant to API recommendations, testers shall be re-calibrated at least once every five years (from the date of the last calibration) o  immediately after any alteration in the measuring section.\n\n\n\n  24\n\n\n\n\n\n   Operation and Transport Regulations Version 1    13.3.8 The Hydrocarbon volumes that the Transporter accepts and schedules for its Transportation shall be determined by meters installed in the  nodes of Entrance and/or Exit. Notwithstanding the foregoing, the Transporter may use alternate methods included in the API standards. If the  static measurement of tanks is used, these must have their measurement approved by the Ministry of Mines and Energy or the competent entity.  The tank measurement shall be determined following the current existing standards for such purpose.     CLAUSE 14 VOLUMETRIC COMPENSATION FOR QUALITY     14.1 The Regulations of Volumetric Compensation for Quality is an integral part of this Manual as annex 1 (MECHANISMS OF COMPENSATION  OF QUALITY FOR THE MIX OF CRUDE OILS).     14.2 Each of the Senders shall deliver to the Transporter at a Point of Entrance a Hydrocarbon volume which, and only for purposes of Volumetric  Compensation for Quality (CVC), shall be valued according to the procedure defined for the Pipeline and in accordance with its particular quality.  This quality shall be determined by an independent quantity and quality inspector accepted and recognized both by the Transporter and the  Sender.     14.3 Considering that as a result of the Transportation the Hydrocarbons delivered in the Pipeline are mixed without distinction, each Sender shall  withdraw at the Point of Exit a volume of Hydrocarbons with a different quality than its Hydrocarbon delivered, except when it has been requested  and has been accepted the Transportation of Hydrocarbons in a segregated manner. The quality of this segregated Hydrocarbon shall also be  determined by an independent quantity and quality inspector accepted and recognized both by the Transporter and the Senders. This  Hydrocarbon shall be assessed only for purposes of Volumetric Compensation for Quality and shall take into account the compensation for  quality due to the interfaces occurring when transported with other Crude Oils.     14.4 The Transporter shall apply the mechanism of Volumetric Compensation for Quality defined by the same for the Pipeline which shall have the  following main characteristics:     14.4.1 The Senders who have delivered to the Transporter Hydrocarbons with a better quality than the mixed Hydrocarbon withdrawn at the Point  of Exit of the Pipeline shall be entitled to compensation in volume, equivalent to the volumes that Senders who have delivered Hydrocarbons of  lower quality than the ones withdrawn at the Point of Exit will have to assume. For such purpose, individual qualities of all volumes delivered and  withdrawn shall be taken into account as well as the final inventories of the preceding month of Operation and the last month of Operation, with its  respective qualities.\n\n\n\n  25\n\n\n\n\n\n   Operation and Transport Regulations Version 1    14.4.2 The Volumetric Compensation for Quality shall be internal between the Senders in such a way that the final volumetric balances equal cero  and the Transporter shall neither charge nor Pay any volume for this purpose and shall only serve as a mediator, regulator, liquidator and  responsible for the volumetric distribution of the compensations.     14.4.3 The Volumetric Compensation for Quality is not part of the Rate and therefore shall not be compensated or will have any variation as a result  of this.     14.5 In each month of Operation the Transporter shall make a balance of the existing volumes and qualities at the beginning of the month delivered  to the Pipeline, lost, withdrawn and existing at the end of the month, both for the total of Hydrocarbons as well as for individual Hydrocarbons of  each Sender.     14.6 The Sender shall hold the Transporter and owner harmless against any cost, action, claim, intended procedures by any Third parties, losses  and all damage and obligations incurred and inherent to the mix of Hydrocarbons in the Transportation process and the Volumetric Compensation  for Quality.     14.7 In any case the Transporter may modify the mechanism of Volumetric Compensation for Quality contained herein, in the respective annexes  and all other documents in connection with the CVC.     14.8 Senders of a specific Hydrocarbon may agree with the Transporter not to apply the Volumetric Compensation for Quality to said  Hydrocarbon. The foregoing shall be applicable as long as the Hydrocarbon of other Senders is not affected negatively.     14.9 By agreement between the totality of Senders and the Transporter, it may be decided not to implement the Volumetric Compensation for  Quality (CVC) for Crude Oils transported through the system. In this case the Transporter may implement any other mechanism validated with the  Senders to carry out the volumetric balances.     CLAUSE 15 BULLETIN OF TRANSORTATION BY THE PIPELINE - BTO     15.1 The Transporter shall implement the Bulletin of Transportation by the Pipeline - BTO - which shall contain as a minimum the following  information:     15.2 Information of public access:     15.2.1 General description of the Pipeline     15.2.2 Current rates for each Distance     15.2.3 Value tables or current calculation formulas of Monetary Conditions     15.2.4 Design Capacity of the Pipeline and Nominal Capacity\n\n\n\n  26\n\n\n\n\n\n   Operation and Transport Regulations Version 1    15.2.5 Monthly available Capacity of the Pipeline estimated for the next (6) months and annual for the next five (5) years.     15.2.6 Excerpts of this Manual corresponding to connection requests, nomination process and minimum quality requirements of Crude Oil     15.3 Information of exclusive access for Senders and Third parties:     15.3.1 This valid Manual.     15.3.2 Discussion on modifications to the Manual     15.3.3 General information on the programmed maintenance schedule of the Pipeline and other programed activities affecting the effective Capacity  during the next six (6) months.     15.3.4 Listing of expansion projects and changes in the Pipeline's infrastructure     15.3.5 Effective Capacity confirmed for each month of Operation and estimated for the following five (5) months and the corresponding available  Capacity for each Distance.     15.3.6 Transportation program for the month of Operation and tentative for the following (5) months for each Distance     15.3.7 Description of the mechanism established by the Transporter and foreseen in the nomination process to assign the available Capacity  equitably     15.3.8 Last volumetric balance prepared for the Pipeline.     15.3.9 Daily statistics for the last month of Operation and monthly statistics since the enforcement of Resolution 181258 of 2010 from the Ministry  of Mines and Energy on the information on Effective Capacity and Volumetric Balances.     15.3.10 The annual rates and the Monetary Conditions for each Distance from the date of enforcement of Resolution 181258 of 2010 from the  Ministry of Mines and Energy.     15.4 The Transporter is no obliged to publish any information of reserved character.     15.5 The Transporter shall provide to Senders and any Third parties interested in transporting Hydrocarbons through the Pipeline as requested,  within the following ten (10) calendar days after the request and with previous verification from the Transporter of their Capacity as Sender or  Third Party an access password to the information of exclusive character referred to in numeral 15.3 of this clause. The access with a password  shall be active while the requestor maintains its Capacity as Sender or Third Party.\n\n\n\n  27\n\n\n\n\n\n   Operation and Transport Regulations Version 1    15.6 The Transporter shall communicate any updates, amendments or additions of relevant information in the BTO by means of electronic mail or  direct communication to the Office of Hydrocarbons of the Ministry of Mines and Energy and to all those with active access to the information of  exclusive character pursuant to the previous numeral.     CLAUSE 16 SPECIAL TRANSPORTATION CONDITIONS     16.1 The Transportation of Hydrocarbons shall be subject to the following conditions:     16.1.1 The Hydrocarbon shall be delivered by the Sender at a Point of Entrance and withdrawn at a Point of Exit.     16.1.2 The Transportation of Hydrocarbon shall be subject to performance of the conditions foreseen in the Transportation Contract, the Manual  hereof, its modifications, additions or updates, including its annexes and the applicable regulations.     16.1.3 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.     16.1.4 The Transporter reserves the right to require, reject or approve the injection at any other Point in the Pipeline of products such as corrosion  inhibitors, depressors of Point of fluidity, friction reducers or any other additive in the Hydrocarbon to be transported. The Sender shall Pay the  Transporter all 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.     16.1.5 The Transporter reserves the right to transport Hydrocarbons delivered by Senders that exceed the limits determined by Transporter for  organic chloride, sand, dust, dirtiness, glues, impurities, other objectionable substances or any other compounds with physical or chemical  characteristics that, under the exclusive determination of the Transporter may cause that the Hydrocarbon would not be easily transported, may  damage the Pipeline or may interfere with the Transportation and the withdrawals. The Sender shall Pay the Transporter all 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.     16.1.6 The Transporter shall be entitled, with a previous provisional notice, to remove and sell the Crude of any Sender that fails to comply with  any of the specifications at its Sole discretion. If the Transporter exercises its right of sale pursuant to this clause, the Transporter shall deduct  from the proceeds of such sale all costs incurred by the Transporter with respect to the storage, removal and sale of such Crude Oil. The  Transporter shall pay the balance to the Sender.\n\n\n\n  28\n\n\n\n\n\n   Operation and Transport Regulations Version 1    16.1.7 The Transporter shall not accept Crude Oil delivered by any Sender if this may cause impairment to the Pipeline of the Crudes or mixtures  transported (without consideration of whether or not the Crude Oil meets the minimum quality specifications).     16.1.8 The Transporter acting reasonably and in good faith, shall be entitled to make any changes to the minimum quality specifications of Crude  Oil in accordance with operating practices, which may be necessary or pertinent, including but without being limited to, prevent material damage or  the material degradation of the effective Capacity of the Pipeline in order to prevent any personal injuries or damage to the property or the  environment.     CLAUSE 17 REGULATIONS FOR THE TRANSPORTATION OF SEGREGATED HYDROCARBON     17.1 With a previous request from the Sender or Third Party, the Transporter may accept the Transportation of segregated Hydrocarbon to the  extent that this is a technical and economically viable alternative. The Transportation of segregated Hydrocarbon cannot change the scheme set  out in clause 10 and shall be conducted pursuant to the provisions in this Manual.     17.2 As a consequence of the foregoing, the Transporter shall inform the Sender its disposition to start the Transportation of segregated  Hydrocarbon. The Transportation of segregated Hydrocarbon shall be subject to the nomination process set forth in this Manual.     17.3 Any additional charges for Transportation of segregated Hydrocarbon shall be borne by the Sender or Third Party requesting the service, and  it will be taken into account, including but without being limited, any costs and damage caused to the Transporter, owner or other Senders.     CLAUSE 18 RISKS AND RESPONSIBILITY     18.1 The Transporter shall exercise custody on the Hydrocarbon from the time the Sender or whoever the Sender designates, delivers it at the Point  of Entrance and until the Point of Exit.     18.2 Neither the Transporter nor the owner shall be responsible for the consequences of failing to comply with the deliveries and withdrawals  generated by the Sender in the Transportation program, commitments of operators and/or Transporters of Transportation systems connected to  the Pipeline.\n\n\n\n  29\n\n\n\n\n\n   Operation and Transport Regulations Version 1    18.3 The Transporter shall not be responsible for any damage or deterioration that a Hydrocarbon delivered by a Sender may suffer, such as  contamination with strange materials, contamination by contact of different types of Hydrocarbons if the damage or deterioration is due to  Justified Events. In the event any of the cases previously mentioned occurs, and one or more Senders are involved, all the Hydrocarbons affected  shall be prorated between the Senders in proportion to the ownership of each of the Hydrocarbons involved, without prejudice of any indemnities  afterwards which may be applicable between the Senders affected. The Transporter shall prepare the information corresponding to the volume of  Hydrocarbon affected and the proportion corresponding to each Sender.     18.4 The Transporter shall be responsible for the Transportation service, for any losses, damage or deterioration that the Hydrocarbon may suffer.  The Transporter shall be released from any responsibility in the Justified Events and the Transporter is not incurring in any gross negligence.     18.5 Any damage or prejudice caused to the Transporter by virtue of failing to comply with the regulations contained in this Manual by any  Sender shall be the responsibility of the Sender who shall indemnify the Transporter for such damage or prejudice.     18.6 Hydrocarbons delivered by each Sender and transported through the Pipeline may vary in their quality as a result of the mix with other  Hydrocarbons. Except for events in which segregated Hydrocarbons are transported, the Transporter shall not have any obligation to return at the  Point of Exit a Hydrocarbon of the same quality as the Hydrocarbon delivered for its Transportation at the Point of Entrance. The adjustments of  Volumetric Compensation for Quality shall be applied to the transported mixed Hydrocarbons.     18.7 In the Transportation of Hydrocarbon mix and Hydrocarbon segregated through the Pipeline, contamination fronts are generated. All Senders  of the Pipeline shall accept as withdrawn volume, a portion of the contamination fronts generated in the Transportation through the Pipeline. If the  Sender requires some special conditions for the Transportation of a Hydrocarbon, these shall be agreed with the Transporter who reserves the  right to accept them and require the Sender to bear all costs associated to such conditions.     18.8 The following shall be considered in the Transportation of Hydrocarbon mix and Hydrocarbon segregated through the Pipeline:     18.8.1 The Hydrocarbon of higher quality with respect to the Hydrocarbon of lower quality shall always be degraded in the contamination fronts.\n\n\n\n  30\n\n\n\n\n\n   Operation and Transport Regulations Version 1    18.8.2 The Transporter shall estimate a maximum volume corresponding to the contamination fronts and shall be responsible to comply with this  value.     18.9 The Transporter is obliged to return the Sender and the latter to withdraw at a Point of Exit, the volume of equivalent Hydrocarbon upon  application of the mechanism of Volumetric Compensation for Quality.     18.10 The Senders and Third parties shall indemnify and hold the Transporter and the owner harmless against any costs, claims, litigations, judicial  or extra-judicial action, and decisions of any kind, which may be brought against the Transporter or owner, and in general by any procedure  intended by any Third parties.     CLAUSE 19 FILLING THE PIPELINE OR FILLING THE LINE     19.1 It is the necessary volume to fill the Pipeline between the initial pumping station and the final station, the non-pumping bottom of the storage  tanks of the Pipeline, and all installations, tubes, equipment, pumping and measuring accessories.     19.2 For the Pipeline Operation, the Transporter may request to each Sender, including the ANH, to deliver to the Transporter the necessary  quantity of Hydrocarbon to fill in the line of the Pipeline. The participation of each Sender in filling in the line shall be determined by the  Transporter based on criteria such as: Ownership of the Pipeline and Contracted Capacity.     19.3 The Transporter shall determine at its judgment the Day in which each Sender shall deliver its proportional participation in filling the line of  the Pipeline, and shall communicate the corresponding volume indicating the date of delivery.     19.4 The Hydrocarbon delivered by the Senders to fill in the line of the Pipeline shall not be withdrawn from the Pipeline without the previous  authorization from the Transporter. Without prejudice of the foregoing, the Sender shall not lose the ownership of the Hydrocarbon remaining in  the Pipeline.     19.5 When segregated Hydrocarbon is transported, it shall be understood that the ownership of the filling of the line of the Pipeline varies  according to the volumes of segregated Hydrocarbon present in the Pipeline at a given time. Without prejudice of the foregoing, the Sender shall  not lose the ownership of the segregated Hydrocarbon remaining in the Pipeline.     CLAUSE 20 HANDLING LOSSES IN THE PIPELINE     20.1 The identification and handling of losses in the Pipeline shall be carried out as follows:\n\n\n\n  31\n\n\n\n\n\n   Operation and Transport Regulations Version 1    20.1.1 All identifiable losses of mix or segregated Hydrocarbon not attributable to the Transporter as per numeral 18.4 shall be assumed by the  Senders of the mix or segregated Hydrocarbon according to the calculation made by the Transporter based on the Operational parameters and  formalized in the CVC. In this sense, the Senders accept the liquidation made by the Transporter.     20.1.2 The report prepared by the Transporter shall be considered as the basis to calculate the identifiable losses, indicating the Operation  conditions of that day, time, place, causes, deliveries, dispatches, withdrawals, mix or segregated Hydrocarbon, recovered and lost and determined  after the filling of the line and the restarting of the pumping.     20.1.3 Non-identifiable loses are understood only those losses during Transportation to which its cause cannot be determined with precision  throughout the process, from the Points of Entrance to the Points of Exit, including but without being limited to the following:\n\n   20.1.4 The Transporter shall calculate these losses each semester in such a manner that the semester calculation reflects the real losses occurring  during each semester. The average semester of all losses shall be up to cero Point five percent (0.5%) of the deliveries of the period. This  calculation shall be made by means of balances that the Transporter shall carry out at the beginning of each calendar month with respect to the  previous calendar month, which shall reflect the deliveries and withdrawals, the inventory movement and the identifiable losses, if there are any, to  be calculated each semester.     20.1.5 In the case of mix Hydrocarbon, the Non-identifiable Losses of the semester shall be assumed by each of the Senders at prorate of the  deliveries of the period.\n\n\n\n  \u00b7 Stops/ starts of the Pipeline    \u00b7 Illegal extractions non-detected    \u00b7 Faults in the meter factors    \u00b7 Volumetric contractions    \u00b7 Leakages/passes in the valves    \u00b7 Evaporation    \u00b7 Escapes    \u00b7 Inherent uncertainties on the measurement systems and associated instrumentation    \u00b7 Inherent uncertainties of laboratory analysis associated to the calculation of volumes    \u00b7 Propagation of inherent uncertainties of the procedures set out at the international level for the calculation of volumes by static and  dynamic measurement.    \u00b7 Handling loses inherent to the Pipeline\n\n  32\n\n\n\n\n\n   Operation and Transport Regulations Version 1    20.1.6 In the case of segregated Hydrocarbon, the Sender of the segregated Hydrocarbon shall assume the Non-identifiable losses of the semester.     20.1.7 In the event that Non-identifiable losses exceed cero Point five percent (0.5%) of the deliveries, calculated each semester, the Transporter  shall inquire on the possible causes in order to take the corrective actions immediately.     20.1.8 The calculation procedure of losses in the Pipeline shall be governed by the provisions in this clause and the current Compensation  Mechanism for Quality for the Mix of Crude Oil.     20.1.9 Non-identifiable losses equal or less than 0.5% monthly shall be distributed according to the value in US dollars of the deliveries by each  Sender of the calendar month in which they were detected or the calendar month in which they are reported.     20.1.10 Identifiable losses are distributed according to the value in US dollars of the deliveries by each Sender on the calendar month in which they  were detected     CLAUSE 21 CLAIMS     21.1 Any claim by a Sender or Third Party in connection with the Transportation service of Hydrocarbons shall be resolved pursuant to the  internal procedures of the Transporter and the applicable regulations. These claims shall be delivered to the Transporter's Operational area and  they shall conduct the respective internal procedure and shall communicate the result to the Sender.     21.2 For claims regarding the quantity or quality of Hydrocarbons, these shall be presented in writing at the latest within fifteen (15) calendar days  after the date of delivery or withdrawal of the Hydrocarbon or the date in which the report for the Volumetric Compensation for Quality is issued.  The claim shall be justified within the following thirty calendar days after being presented.     21.3 If the Sender does not present its claim, or if made extemporaneously, or if it is not duly and timely justified, it shall mean the acceptance by  the Sender of the Hydrocarbon delivered or withdrawn or the Volumetric Compensation by Quality, as the case may be.     CLAUSE 22 SANCTIONS TO OPERATING AGENTS FOR NON-PERFORMANCE OF THE TRANSPORTATION SCHEDULE     22.1 Each of the nominations made by Senders and Third parties shall constitute their commitment to comply with the delivery and withdrawal  schedule with quantities and flow rates previously agreed between the parties.\n\n\n\n  33\n\n\n\n\n\n   Operation and Transport Regulations Version 1    22.2 For the Operation of the Pipeline the following particular provisions shall be taken into account to apply the following sanctions depending  on the type of Sender:     22.2.1 Sender with Contracted Capacity in Firm:     22.2.1 If by any reason the delivery is less than 95% or more than 105% of their Scheduled Capacity, the Sender shall Pay:     22.2.1.1.1 The Transportation fee for volumes delivered when they are higher than the Contracted Capacity in firm. When they are equal or less the  Sender shall Pay Transportation fee on the Contracted Capacity in firm.     22.2.1.1.2 The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.\n\n\n\n   22.2.1.2 If by any reason, delivery is between 95% and up to 105% of its scheduled Capacity, the Transporter shall charge the Transportation fee  for volumes delivered when these are above the Contracted Capacity in firm. When they are equal or less the Sender shall pay the Transportation  fee on the Contracted Capacity in firm. In this case there shall not be any sanction, without prejudice of the application of other types of sanctions.     22.2.2 Sender without Contracted Capacity in firm:     22.2.2.1 If by any reason, the delivery is less than 95% or more than 105% of its scheduled Capacity, the Sender shall Pay:     22.2.2.1.1 The Transportation fee for volumes delivered     22.2.2.1.1 The Transporter may decide to charge the Sender a sanction equivalent to 5% of the Transportation Fee of the Scheduled Capacity.     22.2.2.2 If by any reason, delivery is between 95% and up to 105% of its scheduled Capacity, the Transporter shall charge the Transportation fee  for volumes delivered. In this case there shall not be any sanction, without prejudice of the application of other types of sanctions.     22.3 For the second and all faults thereafter occurring in a twelve month period counted from the date of occurrence of the last fault, sanctions  shall be 10%, without prejudice of other types of sanctions as the may be applicable.     CLAUSE 23 HYDROCARBON AFFECTED BY LITIGATION     23.1 Any Sender or Third Party is in the obligation to notify in writing before delivery to the Transporter, if the Hydrocarbon being the purpose of  the Transportation request is being affected by any encumbrance, claim or litigation both judicial and extra-judicial.       34\n\n\n\n\n\n   Operation and Transport Regulations Version 1    23.2 The Transporter reserves the right to either accept or reject any Hydrocarbon being affected under the terms abovementioned. Without  prejudice or the power mentioned, the Transporter shall coordinate with the Sender possible action plans in order to ensure the rights acquired by  the Senders regarding the Owner's Capacity and/or Contracted Capacity in firm.     23.3 In case of accepting its Transportation, the Transporter may request to the Sender the presentation of a bond at satisfaction of the  Transporter to cover any damage which may be caused to the Transporter, the owner, to other Senders and Third parties as a result of the  Transportation.     23.4 Likewise, the Sender shall indemnify and hold the transported and the owner harmless under the terms set out in the clause of Risks and  responsibility.     CLAUSE 24 INVESTMENTS IN THE PIPELINE     24.1 Regarding any requests made to the Transporter to carry out any works and additional investments to those made in the Pipeline by the  Transporter or the owner, the following provisions shall be considered:     24.1.1 Whoever is interested or needs the execution of works for the construction, adaptation, expansion, connection and/or addition of assets and  facilities required, as a result of the Transportation of Crude Oil through the Pipeline, shall request it (hereinafter the \"Proposal\") to the Transporter  with due justification and indicating the needs and specifications of the works to be carried out.     The Transporter shall indicate whether or not the Proposal meets and/or is in accordance with the safety, and environmental requirements as well  as the technical, commercial, legal and engineering aspects in connection with the Pipeline and the common practices of the industry in general in  Colombia.     24.1.2 The Proposal submitted to the Transporter under the previous terms shall:     Include all relevant details, including but without being limited to, a(1) the necessary additional infrastructure and the modifications to be made on  the existing infrastructure, (2) the estimated costs, (3) the time schedule for construction of the works and start-up of the services associated to  these works, (4) all estimated operating and maintenance costs considered during the service associated to these works and (5) basic engineering;     The Proposal shall be addressed to the Transporter through the legal representative of the person interested, for consideration and analysis of the  Transporter during a lapse not to exceed 60 calendar days counted after the following day of submission of the Proposal with all the information  required.\n\n\n\n  35\n\n\n\n\n\n   Operation and Transport Regulations Version 1    24.1.3 As a result of the analysis conducted, the Transporter shall determine whether or not the Proposal is accepted, or if conditioned totally or  partially, if executed directly, or through a person designated by said Transporter, as well as the scope of the investment and all other aspects  relevant to the Proposal.     24.1.4 If the new infrastructure modifies the Effective Capacity, the Senders or Third parties participating in the Proposal may enter into a Ship or  Pay Transportation Contract to contract a portion of the new Capacity. In the case of the Capacity corresponding to the Transporter or Owner  given the scope of the Proposal, this shall be considered as Owner's Capacity.     24.1.5 No one may carry out any constructions, connections or adaptations in the Pipeline without the previous written agreement duly signed by  the Transporter's representative.     CLAUSE 25 SOLE RISK PROPOSALS     25.1 Proposals made to be carried out at the Sole and exclusive Risk or Senders or Third parties (hereinafter, \"Sole Risk Proposal\") shall only be  executed upon completion of the process indicated in clause 24 with the decision that the Transporter will not participate initially in the Proposal.     25.2 The Sole Risk Proposal shall cover the same aspects as the Proposal presented in accordance with clause 24. In any case, all Sole Risk  Proposals shall meet the technical specifications in terms of measurement, the applicable determinations of quality and safety and the regulations  of this Manual, and shall have the respective licenses, and required permits by the competent authorities as well as compliance with the provisions  that regulate the acquisition of lands and any other applicable regulations.     25.3 For this purpose the following shall be taken into account:     25.3.1 Presentation of the Sole Risk Proposal: The interested Party shall request authorization for the Sole Risk Proposal submitting all the  necessary documentation for its study. The Transporter shall verify compliance with the regulations on these matters and may request any  clarifications or details regarding the information. The response accepting or rejecting the request for the Sole Risk Proposal shall not exceed a  term of three (3) months from its reception, without including in this term the time necessary to submit and respond any clarifications or details  requested by the Transporter.     25.3.2 Participation of the Transporter: At any time during the approval, design, construction and start-up of a Sole Risk Proposal, the Transporter  may express its intention to participate in it. The proportion and conditions in which the Transporter shall participate shall be determined by  common agreement between the parties. If no agreement is reached between the parties, the mechanisms set out in clause 27 (Settlement of  Controversies) shall be applied.\n\n\n\n  36\n\n\n\n\n\n   Operation and Transport Regulations Version 1    25.3.3 Conditions for the Execution: The Transporter may deny the authorization for the implementation of the Sole Risk Proposal duly justified,  including but without being limited to, safety, technical, Operational or Capacity reasons, alleging they may affect the integrity of the Pipeline or  the Operation of other Senders or by disposition of the competent authority. The Transporter shall not be in the obligation to provide the  Transportation service until the execution of the Sole Risk Proposal fulfills the requirements established in the Manual, the applicable engineering  standards, the Transporter's provisions and requirements and any other applicable regulations. In the case of associated systems to the Pipeline,  the Sender shall not modify the facilities or its way of Operation without the Transporter's authorization.     The Transporter reserves the right to carry out the construction, administration, Operation and maintenance totally or partially of the Sole Risk  Proposals and shall define the scope of its participation. The costs implied thereto shall be borne by the Sender or Third Party presenting the Sole  Risk Proposal. The Sender and the Transporter may freely agree on the means for financing and Payment.     25.3.4 Indemnity: Any Sender or Third Party participating in the execution of the Sole Risk Proposal shall indemnify and hold the Transporter and  owner harmless under the terms set forth in the Risks and Responsibilities clause.     25.3.5 Bonds and 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.     25.3.6 Property, financing and Operation of the Sole Risk Proposal: 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. In this case the  Transporter and the Sender or Third Party executing the Sole Risk Proposal, shall agree on the mechanism for amortization.     All funds required to undertake the execution of the Sole Risk Proposal shall be procured, obtained and guaranteed by the Senders or Third parties  participating in the Sole Risk Proposal, and under no circumstances neither the Transporter nor the owners or any other Sender shall be affected  by the financing instruments that the Senders or Third parties participating in the Proposal adopted by, or as a result therefrom.     25.3.6.1 If the new infrastructure modifies the effective Capacity, the Senders or Third parties participating in the Sole Risk Proposal may enter into  a Ship or Pay Transportation contract to contract a portion of the new Capacity. In the case of the Capacity corresponding to the Transporter or  owner given the scope of the Sole Risk Proposal, it shall be considered as an owner's Capacity.\n\n\n\n  37\n\n\n\n\n\n   Operation and Transport Regulations Version 1    25.3.6.2 The Transporter shall facilitate to the Senders or Third parties that will execute or have executed the Sole Risk Proposal the access to their  own infrastructure. Without prejudice of the foregoing, the Senders or Third parties that have executed a Sole Risk Proposal shall ensure to the  Transporter or owner that the Transportation Capacity of the latter shall not be affected by the execution of the Sole Risk Proposals. In any case, if  the Capacity of the owner or Senders is affected as a result of the execution of the Sole Risk Proposal, the Sender(s) and Third parties that have  executed it shall be liable and indemnify the owner and all other Senders.     25.3.7 Information: The Senders and Third parties participating in the Sole Risk Proposal shall provide the Transporter all the information arising  from the design, construction, implementation, adaptation, expansion, connection, addition of assets and facilities, and the start-up of services  associated to the Sole Risk Proposal.     CLAUSE 26 PROCEDURES FOR COORDINATION OF OPERATIONS, COMMUNICATIONS AND EMERGENCY ASSISTANCE     26.1 Communications and all other aspects associated to the coordination of the activities related to the Manual hereof, shall be attended by the  operating area of the Transporter. These communications may be directed through field representatives of the Transporter or processed directly  by personnel of the operating coordination in the Transporter's Offices.     26.2 Meetings shall be held, depending on the requirements from the parties, in which the Transporters and the Senders shall participate in order to  review compliance with the Transportation schedule under execution and review the Transportation plan. In these meetings aspects impacting the  Transporter's Operation shall be reviewed and aspects or interest for the Senders shall be disclosed.     26.3 With a monthly frequency, in the Third week of the calendar month after the month of Operation the exercise of volumetric compensation for  quality shall be conducted.     26.4 The Transporter has available a Contingency Plan that compiles the structure and required procedures to assist in any type of emergencies  which may affect the integrity of people, the environment or the infrastructure. To provide assistance with emergencies the Transporter applies a  System Model Command of Incidents, which contemplates different flows of horizontal and vertical communication required to ensure an effective  notification and response preparation to the event.\n\n\n\n  38\n\n\n\n\n\n   Operation and Transport Regulations Version 1    26.5 In the assistance of emergencies, the Transporter's Operations and maintenance personnel participates, as well as personnel from corporate  support to contribute in the handling of communications and the required logistics support by the assistance group.     26.6 Likewise, the Transporter has agreements with different authorities and emergency assistance bodies at the local, regional and national level  as complement to its internal assistance equipment. This is complemented with agreements established with companies from the sector to provide  support and mutual assistance before any event, in order to mitigate any emergency impact.     CLAUSE 27 SETTLEMENT OF CONTROVERSIES     27.1 In the event of occurrence of any conflict or disagreement in connection with the Manual hereof or the Transportation service, it shall be  initially resolved by a representative duly authorized from each of the parties within thirty (30) days following the notification issued by the Party  who considers the existence of a disagreement and effectively received by the other Party.     27.2 If, after the thirty (30) days abovementioned, the disagreement continues totally or partially, the parties shall rely on any alternative  mechanism to settle conflicts contained in the Colombian legislation.     CLAUSE 28 VALIDITY     28.1 The validity of this Manual is the date of its disclosure which shall be made through a publication in the Transporter's website.     CLAUSE 29 ADDITIONS AND MODIFICATION     29.1 The Transporter may carry out additions or modifications to this Manual, pursuant to the provisions in Resolution 18-1258 of July 14, 2010  from the Ministry of Mines and Energy as substituted or amended.     CLAUSE 30 APPLICABLE LEGISLATION     30.1 This Manual is governed in all its parts by the applicable regulations of the Republic of Colombia.\n\n\n\n  39\n\n\n\n\n\n   Operation and Transport Regulations Version 1   ANNEX 1: MECHANISMS OF QUALITY COMPENSATION FOR THE MIXTURE OF CRUDE OIL     ADJUSTMENT PROCEDURES OR VOLUMETRIC BALANCES     The Transporter shall conduct the volumetric balance with a monthly frequency in order to establish the volumes injected by each Sender to the  Pipeline, the identifiable losses, the Non-identifiable losses, consumptions, inventory variations, and any adjustments for quality if the latter is  applicable.\n\n   For purposes of the procedure hereof, the provisions set out in the Manual of the Transporter for handling Losses in the Pipeline and in the annex  hereof shall be applied.\n\n   The Transporter assumes the totality of costs for consumption of Crude Oil.\n\n\n\n   In order to make equitable adjustments between the Senders of the Pipeline by the differences in value resulting for differences in  quality of Crude Oils delivered I the Pipeline, a procedure of volumetric compensation for quality shall be established (\"CVC\"  in  Spanish).     The purpose of the CVC is to establish a system to compensate Senders for the degradation or improvement of the Crude Oil withdrawn  compared with the Crude delivered. The Sender withdrawing a Crude o lower quality than the Crude delivered shall be compensated  with a higher volume. The Sender withdrawing a Crude with higher quality than the Crude delivered shall compensate others Senders of  better quality accepting a lower volume. At any rate, the sum of debits and credits by CVC for all Senders shall be cero.\n\n\n\n  1. LOSSES\n\n  2. CRUDE OIL CONSUMPTION\n\n  3. VOLUMETRIC COMPENSATION FOR QUALITY - CVC\n\n  3.1 When Crude Oils are delivered to the Pipeline of different quality and from different Senders, the result shall be a Crude Oil with  different characteristics of quality and market value than the Crude Oil delivered to the Pipeline by each of the Senders. Due to different  qualities of Crude Oil delivered to the Pipeline, some Senders shall withdraw Crude of higher value than the Oil delivered while others  shall withdraw Crude Oil with less value than the Oil delivered to the Pipeline.\n\n  40\n\n\n\n\n\n   Operation and Transport Regulations Version 1    At any node of Entrance of the Pipeline where two or more Crude Oil flows merge in order to be transported, a volumetric compensation  for quality shall be established on the resulting mix.\n\n   For purposes of the procedure hereof, the provisions in the Manual of the Transporter shall be applied for measurements in the  Pipeline.\n\n   The Transporter set out detailed procedures for the CVC following the guidelines established hereto.\n\n\n\n\n\n\n\n   For any month of Operation the corresponding quantity of Crude of each Sender shall be:\n\n\n\n\n\n\n\n\n\n  3.2 SAMPLING AND SYSTEM MEASUREMENT\n\n  3.3 CVC PROCEDURES\n\n  3.3.1 The Transporter shall administer the CVC process and the Senders may audit the process or request reviews thereto as long as the  Transporter is timely informed and a working plan is coordinated between the parties.\n\n  3.3.2 The Transporter shall establish monthly the coefficients for adjustments of quality and sulfur pursuant to the criteria established  herein.\n\n  3.3.3 The CVC shall be settled in kind.\n\n  3.3.4 The Transporter shall make monthly adjustments to the corresponding volume of Crude to each Sender, based on the coefficients of  adjustment for quality.\n\n  (a) Reduced if such Sender of the Pipeline delivers Crude of lower quality than the average quality of the mix,\n\n  (b) Increased if said Sender of the Pipeline delivers Crude of ah higher quality than the average quality of the mix.\n\n  3.3.5 At the latest on the 15th day of the calendar month following the Operation, Senders shall report to the Transporter the export prices,  the API gravity and the sulfur content of its Crude for the Month of Operation.\n\n  41\n\n\n\n\n\n   Operation and Transport Regulations Version 1\n\n\n\n\n\n\n\n   The parties may jointly review:\n\n\n\n\n\n\n\n   The API gravity and the sulfur content on the data base of the Crude quality are representative of the current qualities of Crude  which is being delivered.     The variability of the API gravity and sulfur is within an allowed tolerance to be determined by the parties. Analyses of sulfur  content shall be conducted based on a schedule agreed by the parties after the beginning of the Fiscal Year.\n\n   By means of using the Crude Oil basket of reference the variation of price shall be determined regarding the API grade and sulfur content for Crude  Oil delivered. The method is based on the use of the linear regression of prices of a Crude Oil basket of reference delivered in the coast of the Gulf  of The United States of America with API gravity and sulfur content.\n\n\n\n  3.3.6 Each month of Operation the Transporter shall measure the volumes delivered by the Senders and shall determine the weighted  average for the quality parameters of Crude Oils delivered.\n\n  3.3.7 The Transporter shall calculate the adjustments to the volume for each Sender and shall determine the Crude volume that  corresponds. No adjustment in the volume as a consequence of the CVC shall affect the Transportation fee that a Sender shall Pay to  the Transporter.\n\n  3.3.8 Senders acknowledge that adjustments to their Crude volumes to be withdrawn as a result of these principles and procedures of the  CVC may affect the volume of Crude Oil for a withdrawal afterwards.\n\n  3.3.9 Senders are entitled to review the Transporter's calculations regarding the adjustments by CVC and the due application of this  procedure.\n\n  (a) The appropriateness of the Crude Oil reference basket regarding their terms of quality.\n\n  (b) The information on prices available to the public.\n\n  (c) The calculations of the coefficients and the volumes adjusted.\n\n  3.3.10 A data base for the API gravity shall be developed and sulfur content for Crude delivered from reliable samples of laboratory of  Crude Oil flows. The quality data of Crude Oil must comply with the following criteria:\n\n  3.4 METHODOLOGY FOR CRUDE OIL VALUATION\n\n  42\n\n\n\n\n\n   Operation and Transport Regulations Version 1\n\n   The basket of Crude Oil to be used shall always include a minimum of ten (10) Crude Oils. The basket of reference for Crude Oil with prices and  qualities historically recognized shall be used to determine the coefficients of adjustment for API grade and sulfur content. The price information  of the basket shall be continuously available from sources open to the public for each Crude Oil of reference. Prices reported used in the basket of  Crude Oil of reference shall be obtained from independent price information services recognized by the industry and shall come from real  Operations.     This basket provides a range of qualities to develop the coefficients for the regressions and therefore cover the flows that may be injected to the  Pipeline. The initial basket of Crude Oils to be used is the one established in table I of this procedure which may be reviewed by common  agreement between the Transporter and the Senders.\n\n   All price quotes of Crude Oil for a common location in the Coast of the Gulf of The United States of America shall be adjusted.     All prices of Crude Oil of reference shall be adjusted with respect to the location and based on the availability of price information according to the  following list:\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   Tables II to IV of this procedure show examples for calculation of basket Crude prices delivered in the Gulf Coast.\n\n   To determine API gravity and sulfur coefficients linear regressions shall be run using the minimum square method.\n\n\n\n  3.4.1 BASKET OF REFERENCE FOR CRUDE OIL\n\n  3.4.2 CALCULATION OF CRUDE OIL PRICES FOR THE BASKET IN THE COAST OF THE GULF\n\n  1. FOB quotation\n\n  - Transportation to the Coast of the Gulf of The United States of America is added using the appropriate vessel size.\n\n  - Customs Tariffs, Oil pollution Liability Insurance, \"Superfund\" taxes are included and others as appropriate.\n\n  2. CIF quotation\n\n  - Customs Tariffs, Oil pollution Liability Insurance, \"Superfund\" taxes are included and others as appropriate.\n\n  3. Crude Oil delivered by the Pipeline\n\n  - Any Pipeline fee is added if necessary\n\n  - \"Superfund\" is included and other fees/tariffs as appropriate.\n\n  3.4.3 LINEAR REGRESSION FOR PRICES, GRAVITY AND SULFUR\n\n  43\n\n\n\n\n\n   Operation and Transport Regulations Version 1    First the arithmetic average is calculated for prices of the basket of Crude Oils of reference delivered in the Gulf coast for three months. The  cumulative average for three months shall be calculated at the closing of the settling month using the prices for the settling month and the two (2)  previous months prior to the settling month (See 1 in table V).     To determine the API gravity coefficient, a linear regression analysis shall be performed using the three months average of Crude prices from the  basket calculated in the paragraph above as the dependent variable. Likewise, the API gravity and sulfur content is used for each Crude Oil of  reference as the independent variables. The formula to be used makes a regression of the price as a function of API gravity and sulfur  simultaneously (See 2 in table V).     To determine the sulfur content a linear regression analysis shall be conducted using the three month average of Crude prices from the basket  calculated in the previous paragraph as the dependent variable. Likewise, the API gravity and sulfur content is used for each Crude Oil of  reference as the independent variables. The formula to be used makes a regression of the price as a function of API gravity and sulfur  simultaneously (See 3 in table V).     The results of the determination of the linear relation between the price delivered and the API gravity and sulfur content may be stated in the  following lineal equation:     Y = A1* X1+ B* X2 + b     Pr = A1* APIR+ B*SR + b (1)     Where:     PR = Crude price in $/Bbl     A1 = API gravity coefficient determined through linear regression in $ by grade API-Bbl     APIR = Independent variable of API gravity     B = Sulfur coefficient determined through linear regression in $/%S-Bbl (negative number)     SR = Independent variable of sulfur content     b = Y interception determined from the linear regression in $/Bbl.\n\n   After obtaining the API and sulfur coefficients, a volumetric adjustment shall be calculated to conciliate differences between the quality of each  Sender and the mix transported. The quantity to be adjusted for each Sender is determined as is follows:\n\n\n\n  3.4.3 ADJSUTMENT OF VOLUMES FOR SENDERS (TABLE VI)\n\n  44\n\n\n\n\n\n   Operation and Transport Regulations Version 1    The relative value of Crude Oil for each Sender shall be calculated at the Point of Entrance. To obtain this, the API gravity of Crude from each  Sender is multiplied by the API coefficient obtained in the regression and then adding to this result, the multiplication of the sulfur percentage of  Crude from each Sender by the sulfur coefficient obtained in the regression. See table VI in the column - Relative value of Crude $/BBL     The relative value of the mix transported is calculated with the data of the relative value of each Crude Oil from all Senders. This value is obtained  calculating the weighted average of the relative values of each Crude Oil multiplied by the volume delivered by the Sender. (See (1) table VI     After this, the average export price of the mix must be obtained with the data from exports of all Senders in the month in which the adjustments are  made. (See (2) in table VI     To obtain the calculated price, the difference between the relative value of each Crude Oil and the relative value calculated for mix (1) must be  obtained, and add this difference to the average export price of the mix.     Then, the quantity delivered by the Sender is multiplied by its calculated price and this product is divided between the average export price of the  mix, obtaining as a result the total adjusted volume by Sender.     The volume to be adjusted shall be the difference between the total adjusted volume by Sender and the volume delivered by a Sender to the  Pipeline.     The sum of volumes to be adjusted from all Senders must be cero.     The Transporter shall run the linear regression using a spreadsheet such as Excel. The Transporter shall document the statistical results of the  linear regression so that the information can be provided to any Sender upon request.\n\n\n\n  45\n\n\n\n\n\n  Operation and Transport Regulations Version 1   Table I     Reference Crude Basket\n\n   Table II     Illegible Information     Table III     Illegible Information     Table IV     Illegible Information\n\n\n\nDegree Origin API, \u00b0 Sulfur% Source for   Pricing  BBL/MT\n\nArab Light Saudi Arabia 33.2 1.9 Argus, Formula 7.34  Arab Medium Saudi Arabia 30.5 2.4 Argus, Formula 7.22  Arab Heavy Saudi Arabia 27.6 2.8 Argus, Formula 7.09  Castilla Colombia 18.8 2.0 Platts 6.70  LLS US Gulf Coast 36.2 0.3 Argus 7.47  Mars US Gulf Coast 28.0 2.1 Argus 7.15  Maya Mexico 21.1 3.5 Argus 6.80  Napo Ecuador 18.0 2.3 Platts 6.66  East Ecuador 24.0 1.2 Platts 6.93  Vasconia Colombia 26.5 0.9 Platts 7.04\n\n  46\n\n\n\n\n\n   Operation and Transport Regulations Version 1    Table V     Linear regression of prices, API gravity and sulfur - August 2010 Closing Example\n\n\n\n   Table VI     Adjustments of volumes for senders - August 2010 example\n\n\n\n\n\n\n\n\n\n  API Sulfur JUN-2010 JUL-2010 AUG-2010 Average of   3 previous   months (1)  Arab Light 33.2 1.9 77.60 76.26 76.29 76.72  Arab Medium 30.5 2.4 75.84 74.59 74.62 75.02  Arab Heavy 27.6 2.8 74.34 73.32 73.25 73.64  Castilla 18.8 2.0 69.84 69.20 69.20 69.41  LLS 36.2 0.3 78.94 78.84 79.79 79.19  Mars 28.9 2.1 74.63 74.18 74.35 74.39  Maya 21.1 3.5 66.27 67.47 68.65 67.46  Napo 18.0 2.3 69.56 69.02 69.08 69.22  East 24.0 1.2 72.12 71.93 72.15 72.07  Vasconia 26.5 0.9 74.93 75.89 75.29 75.37\n\n(2) API, $/API-BBL Coefficient 0,495      (3) Sulfur, $%S-BBL (1,191)\n\nBank of Quality Coefficients       API Coefficient (0.50)  Sulfur Coefficient (1.19)\n\nSender Volume   injected   by sender   MBBL/mo\n\nAPI in   the   injection   point\n\nSulfur in   the   injection   point\n\nRelative  value of   the crude   S$/BBL\n\nCalculated   Price   $/BBL\n\nTotal   Volume   adjusted   by sender   MBBL/mo\n\nVolume   to adjust   MBBL/mo\n\nSender A 900 31 0.5 14.75 77.97 935 36  Sender B 1,200 26 1.0 11.69 74.90 1,195 (2)  Sender C 600 20 2.0 7.53 70.74 566 (34)  Total 2,700         2,700 -\n\n(1) Relative value calculated for mix 11.79  (2) Average price of exportation of mix, August 2012 75.00\n\n  47\n\n\n\n\n\n   Operation and Transport Regulations Version 1    ANNEX 2: DEFINITION OF STANDARD BARRELS PER SYSTEM\n\n\n\n\n\n  48\n\n\n\n\n\n   Operation and Transport Regulations Version 1    ANNEX 3: DESCRIPTION OF THE SYSTEMS     See File Annex 3 attached. Description of the Systems.\n\n\n\n  49\n\n\n\n\n\n  Operation and Transport Regulations Version 1    ANNEX 4: MINIMUM SPECIFICATIONS OF QUALITY PER SYSTEM\n\n\n\n\n\n  50\n\n\n\n\n\n   Operation and Transport Regulations Version 1\n\n     *, **, *** : for Crude\n\n\n\n  51\n\n\n\n\n\n   ANNEX 2     ECOPETROL  MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES  ECP-UTE-G-008\n\n\n\n\n\n\n\n\n\n\n\n   TABLE OF CONTENTS\n\n\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\n1. OBJECTIVE  2. GLOSSARY  3. GENERAL CONDITIONS  3.1Commercial Principles for Credit and Receivables Management  3.2Analysis of Credit Quality of the Client  3.3Internal Rating by ECOPETROL    3.3.1 Guidelines for the Analysis of the Client    3.3.2 Modalities in which Payments can be Made    3.3.3 Clients with Acceptable Guarantee Created for Purchase    3.3.4 Clients of Leasing  3.4Process for Approval of a Line of Credit by ECOPETROL    3.4.1 Credit application    3.4.2 Determination of the Credit Quality of the Client    3.4.3 Officers Authorized for the Analysis and Consideration of Lines of Credit    3.4.4 Amounts above the Ceiling Approved in Lines of Credit  3.5Acceptable Guarantees  3.6Follow-up  3.7Managing the Relation with the Client that Buys on Credit    3.7.1 Sale Prices and Terms    3.7.2 Claims and Discrepancies in Invoicing  3.8Collection of Receivables  3.9Guarantees Delivery and Custody  3.10Late Interests  3.11Collections Management    3.11.1 Starting Legal Actions to Collect Overdue Balances    3.11.2 Modifications in the Long Term  3.12Restructuring by General Agreements  3.13Provision for Accounts Receivables  3.14Receivables Write-offs\n\n  1\n\n\n\n\n\n\n\n\n\n   To define uniform guidelines for the management of service Receivables from ECOPETROL in order to mitigate the inherent risks in the sale of said  services.\n\n   Credit Lines: This is a debt facility granted by ECOPETROL to a specific client. Approval of a credit line is an autonomous decision by  ECOPETROL based on objective criteria such as the credit history of the client, its historical behavior on payments or the type of client according  to the Internal Classification Chart. ECOPETROL at its sole judgment may suspend any credit line at any time without any legal or formal  requirement to be fulfilled before the client.     Acceptable Guarantees: Payment mechanisms that provide collateral for payment issued by financial entities (financial guarantees), securities or  instruments providing immediate liquidity for their realization. See Guidelines for the Management of Acceptable Guarantees ECP-UTE-G-006.     Other Services: includes all those provided to third parties such as provision of electricity, water, information network, leasing of tangible and  intangible assets, machinery and tools among others.     Receivables Risk: Associated to the risk of credit1, the Receivables risk concerning this document is defined as the potential inability to pay from  clients requesting any type of services from ECOPETROL.     Services: Provision or execution that satisfies some necessity with a specific purpose. ECOPETROL provides industrial, technical, technological,  research and transportation services among others.     Research Services: Research services applied to projects generally internal, with the Business Units.     Transportation Services: transportation services different from those defined by the Vice-presidency of supply and marketing (VSM) referred to  transportation services of products delivered by pipeline.     Industrial Services: provision offering solutions given the infrastructure facilities of ECOPETROL, part of industrial services are the following:     Unloading Services: Services provided to exploration companies which must transport the oil produced in truck- by land from the production wells  to a point in the pipeline system.\n\n1 The risk of credit is the possible loss assumed by an economic agent as a result of default in contractual obligations regarding the counterparties  involved.\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\n  1. OBJECTIVE\n\n  2. GLOSSARY\n\n  2\n\n\n\n\n\n\n\n   Filling Services: Services provided to client companies who, in order to take the refined products purchased at the plant, need to be connected to  the product loading infrastructure in truck-tankers, identified as filling in.     Storage Services: services provided to client companies for storage of products owed by third parties in tanks owed by ECOPETROL.     Port Services: Use services of sea terminal facilities and necessary operations for a ship to carry out its task of product loading and unloading.     Technical Services: laboratory studies or tests, sample analyses, industrial laboratory, technical assistance and gas compression (agreements with  gas transportation companies to provide gas compression services to gas going through the gas pipeline).     Technological Services: design and development of equipment, machinery and specialized products.\n\n   This document applies to those cases in which ECOPETROL acts as a seller or service provider and as a supplement to those contracts already  signed and the regulations in force, notwithstanding anything to the contrary. This does not include anything in connection with transportation  services associated to the commercialization of products derived from oil, propane gas and crude oils whose policy is defined by the Vice- presidency of supply and marketing in the reference documents for credit to clients.\n\n   Throughout all stages referred to the analyses, consideration of terms and commercial conditions, approval of credit facilities and  client's follow-up, good faith, ethics, transparency, economy, responsibility, equity, planning, and customer service criteria shall prevail  as described hereunder (those terms not defined in this numeral shall be given a meaning according to the law, otherwise they will have  their natural and obvious meaning).     Ethics: all officers from ECOPETROL shall avoid any conflict between their personal interests and the interests from ECOPETROL when  dealing with purchasers or any other person - natural or legal, national or foreign - who is making, or intends to do Business with  ECOPETROL order with companies in which ECOPETROL has an interest directly or indirectly. In case of any conflict of interests,  inabilities for incompatibilities, the officer from ECOPETROL shall refrain from participating in any manner in the respective act.\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\n3. GENERAL CONDITIONS.\n\n3.1 Commercial Principles for Credit and Receivables Management.\n\n  3\n\n\n\n\n\n\n\n   Transparency: decisions shall be made, based on objective criteria and clear and known rules.     Equity: all necessary measures to keep a healthy balance with the client, regarding terms and conditions of commercial, technical,  economic and financial character shall be adopted in all transactions.     Planning: all commercial and credit procedures shall correspond to a careful planning to contribute in an efficient manner to fulfill the  mission and achievement of ECOPETROL's objectives.     Economy: all resources used in the process of approving and managing Businesses shall be administered with a healthy criterion of  austerity in means, time and expenses.     Customer Service: the rules set out in this document shall be applied by officers as a vehicle to expedite decisions and to conduct all  commercial and credit procedures with efficiency and efficacy.\n\n   Considering the risks ECOPETROL is exposed to, ECOPETROL shall only negotiate with natural or legal persons of whom ECOPETROL  has knowledge about their history in the market and their condition as users of services, consumers or traders of products in the oil  sector.     The basic client's information shall provide answers to the questions asked hereunder and it is the responsibility of the Business Unit  providing the service, which handles the relation with the client, to have clarity on the answers to the following questions:\n\n\n\n   3.3.1 Guidelines for the Analysis of the Client     For an appropriate decision-making it is required to have knowledge of the client and its activities.\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\n3.2 Analysis of Credit Quality of the Client\n\n  \u00b7 Who is the client?    \u00b7 What reputation does it have in the market?    \u00b7 What has been its history with ECOPETROL?    \u00b7 What type of Business does it make?    \u00b7 Does it have capacity to meet its commitments?\n\n3.3 Internal Rating by ECOPETROL\n\n  4\n\n\n\n\n\n\n\n   In addition, it is mandatory to comply with the Prevention Manual for assets laundering.     In the client interested in buying to ECOPETROL any service, shall conduct through the Business Unit providing this service the  registration process in the client's master database of ECOPETROL. The respective manager and/or director of the Business Unit must  record the validation indicating that validation has been made in the restrictive listings on the client\n\n   3.3.2 Modalities in which payments can be made     Payment commitments with ECOPETROL can be based on:\n\n\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\n  \u00b7 Any client applying for a line of credit must be subject to a preapproval from the Business Unit providing the service or the  division of ECOPETROL in charge of conducting the credit analysis.    \u00b7 The risk rating does not guarantee the approval of credit of confidence; ECOPETROL reserves the right of whether or not to  approve such type of credit.    \u00b7 All guarantees presented must be adjusted in their content to the stipulations of ECOPETROL, and must be issued by an entity  equally accepted by the company.    \u00b7 All documents in connection with the credit application must remain in ECOPETROL 's files, and as the case may be, those  documents were the line of credit is awarded.    \u00b7 In case of default by a client of any of the obligations undertaken with ECOPETROL, the Company reserves the right to whether  or not accept a restructuring of the debt or to start a legal proceeding.    \u00b7 Annually, or with less frequency depending on market conditions, an officer appointed by the Business Unit providing the  service must conduct a follow-up, both to the credit quality as well as the line of credit assigned to each client, updating the risk  rate before a Risk Rating Agency or by an Agency of Research Service, Collection and Processing of Credit and Company  Information approved and accepted by ECOPETROL.\n\n  \u00b7 Payments in advance    \u00b7 Through credits of confidence    \u00b7 By means of financial instruments of payment such as banking acceptance or commercial letter of credit.\n\n  5\n\n\n\n\n\n\n\n   The determination of the type of client is the responsibility of the Business Unit providing the service considering objective criteria such as its  payment behavior and the current relation with ECOPETROL, in addition to the financial assessment conducted by a Risk Rating Agency.     Payments in Advance:     ECOPETROL may accept payments in advance from clients having liquidity and/or who would like to benefit from discounts that ECOPETROL  may offer for the purchasing of specific services. Notwithstanding, each management office shall set out the discount policy for its line of services.     Payment in advance shall be requested to those who cannot offer any payment support through financial entities or offer collateral at satisfaction.     Credits of Confidence:     These are credits granted by ECOPETROL to clients with well recognized commercial and/or industrial history, or to clients that, even though they  are new have proved financial strength in the oil sector and its derivatives, biofuels and energy products with an impeccable payment history,  are classified in category 1 of internal rating Table 1 of these guidelines and execute promissory notes with letter or instructions in favor of  ECOPETROL .     Impeccable payment history is understood as the client who has timely paid its obligations with ECOPETROL, or with any other agent with whom  it as obligations within the payment terms set out in the bills, has acknowledged and paid all late interests resulting from any possible delays in  payments, and no payment instrument has been made effective from any agent with whom it has obligations to support for its purchases.     A client shall lose access to credits of confidence when there is a default in a period of one calendar year in the payment of its commitments with  ECOPETROL under the terms set out in the previous paragraph or when its rating falls below the Superior category.     Default shall be understood as the act of enforcing the guarantee or promissory note supporting the obligations undertaken with ECOPETROL, or  when in a calendar year a notice has been delivered to the insurance company or banking entity for the execution of the guarantee, even if the  client is in good standing on the date before making the policy effective.     Without prejudice of the foregoing, ECOPETROL reserves the right to whether or not approve a credit of confidence to a client, even if said client  has obtained the highest rating based on Table 1 of these guidelines.\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\n  6\n\n\n\n\n\n\n\n   Likewise, a client of confidence may use, in addition to the credit of confidence, other financial instruments for payment and/or payment in cash.     Payment by financial instruments:     These are instruments for payment in cash or through credit in favor of ECOPETROL, issued by a financial entity on behalf of the client and limited  to a particular transaction as indicated in the Guidelines for the Administration of Acceptable Guarantees ECP-UTE-G-006.     3.3.3 Clients with Acceptable Guarantee Created for the Purchase of Products.     For clients with a current line of credit with ECOPETROL for the purchase of products, the Business Unit providing the service shall request to the  corresponding commercialization management to review with the legal department whether or not the guarantee provided covers the provision of  the service, and if so, generate a memorandum to the Coordination of Receivables indicating the distribution of the line of credit for the sale of  product and the sale of services. In any case, the arithmetic sum of the line of credit for the product and the line of service shall not exceed the  total value of the guarantee provided by the client.     3.3.4 Clients of Leasing     For the clients of leasing, the leasing contract entered into is writ of execution, the Head of the Unit for Real Estate Management must request  through a memorandum the line of credit to the Coordination of Receivables and Collections indicating the contract number, starting date,  termination date, the amount of the leasing installment, and the value of the line of credit applied for, said memorandum shall indicate that the  contract has approval from the legal area or attach approval from the legal office advising the Business Unit.     3.4 Process for Approval of a Line of Credit by ECOPETROL     The process for approving a line of credit by ECOPETROL is explained as follows:     3.4.1 Credit Application     Any client interested in purchasing through credit any product or service of ECOPETROL, shall carry out with the Business Unit providing the  service an application for a line of credit and the client will be informed of the result of the Decision. If the decision is not approved, the client shall  be informed of the reasons by which the same was not approved. Decisions in this sense shall be adopted based on objective criteria regarding  terms and conditions of commercial, technical, economic and financial character and within the frame of current legal regulations.\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\n  7\n\n\n\n\n\n\n\n   3.4.2 Determination of the Credit Quality of the Client     The officer appointed by the Business Unit providing the service shall examine the content of the application form and request to the client or to a  Risk Rating Agency or an Agency of Research Services, Collection and Processing of Credit and Company information, the Rating Certificate2 in  order to have the rating given by such Agencies. This Rating Certificate shall be attached to the application form if it is a new client or to the  client's file in the central archives of ECOPETROL if it is a client already registered wishing to have a direct credit with ECOPETROL .     Based on the information described above, you'll consider appointed by the Business Unit providing the service shall examine and classify the  client in the Table of Internal Rating for Clients of Services from ECOPETROL Table 1, taking as a basis (when there is more than one rating) the  lowest rating given by a Risk Rating Agency or by Agencies Specialized in Credit. If the rating of obtained classifies the client as a superior client,  at the latest 10 days after having the complete information from the client the officer appointed by the Business Unit providing the service shall fill  out the application form for a line of credit for the approval of his/her Manager and or respective Director3 in accordance with the template that  appears in form ECP-UTE-005 Application Line of Credit Services.     With the purpose to classify ECOPETROL 's clients who wish to buy through credit after this document is in force, such clients shall be classified  through the application of an internal general risk rating according to the methodology presented hereunder. Such classification shall be  conducted and reviewed by each of the officers appointed by the Business Unit providing the service annually or from time to time but at least  once a year or when the economic or market conditions or the financial situation of the company requires so.     The position of a client within the internal rating table shall be in accordance to table 1, whose categories have their equivalence with the risk  rating given by rating agencies or by agencies specialized in credit analysis.     The foregoing shall not apply to: (i) bodies and state entities at different levels (central and decentralized) with whom ECOPETROL subscribes  contracts for the sale of products and/or services provided there is a risk assessment of Receivables for the respective entity duly authorized  and/or (ii) companies associated with ECOPETROL in oil production fields, associated through collaboration, participation, strategic alliances and  joint venture contracts, these companies shall subscribe a promissory note with a letter of instructions to ensure their payment obligations,  however, in this case the Manager and/or Director of the Business Unit providing the service shall assess the pertinence of requesting an  acceptable guarantee (policy, bank collateral, etc.) to ensure the payment obligations in lieu of the promissory note with letter of instructions.\n\n2 Risk Rating Agency or by Agencies of Research Services, Collection and Processing of Credit and Company Information approved by the Vice- presidency of corporate finance of ECOPETROL .  3 Managers and Directors shall have 10 calendar days to make a decision. Reviews of lines of credit shall be approved for up to 12 months.\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\n  8\n\n\n\n\n\n\n\n   Table 1     INTERNAL RISK RATING FOR CLIENTS OF SERVICES OF ECOPETROL 4\n\n\n\n4 Comments and considerations included by the risk rating agency in its report about a company are understood as already included in the rating  given by the risk rating agency, in that sense the same shall not affect again either in a positive or negative manner the rating issued and shall not  be taken into account in the analysis conducted by Management at the time of considering, approving or rejecting credit applications.  5 New clients with rating risks equivalent to superior level (1) and without purchasing records with ECOPETROL may be considered as clients of  confidence with previous approval from the vice president of the Business Unit providing the service and the line of credit shall be established by  said officer.\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\nRating Definition Description Equivalence   (Credit Risk in   the Short Term  1 Superior Wide and strong capacity to meet commitments.  Minimum risk. May be defined as a client of trust. Sufficient requesting a  promissory note with letter of instructions5. For larger lines of credit the  respective manager and/ or director may increase the lines up to 100% of  the lines approved with previous authorization from the corresponding  vice-president of the Business Unit providing the service.  The line of credit conservative and liberal recommended by risk rating  agencies shall be understood as an indication and does not oblige  ECOPETROL with the client, or the respective manager to use this as a  ceiling for the approval of the line of credit at the time of defining a line  of credit for a client of confidence.\n\nDuff / Phelps (D&P): DP to  DP1  BRC Investors Services  (BRC): BRC 1 to BRC 1  Byington: 1 to 2  BPR Asociados (BPR): A   (1.00-1.50)  Bureau Veritas: 1\n\n   2  Average  Superior  Sufficient capacity to fulfill commitments.  Low risk.  D&P: DP1-  BRC: BRC 2  Byington: 2.1 to 2.9  BPR: B(1.51-2.00)  Bureau Veritas:2\n\n  9\n\n\n\n\n\n\n\n\n\n   Clients whose internal rating is level 1 (superior) according to the table above, in order to have a line of credit shall not offer acceptable guarantees  issued by third parties in favor of ECOPETROL as indicated in Table 1. Instead, they shall subscribe a promissory note with a letter of instructions  as support for their payment obligations. In any case, it is understood that clients of confidence shall only be limited to a number of recognized  companies.\n\n6 Byington (N) corresponds to companies recently created.\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\n   3  Average Acceptable capacity to fulfill commitments.  Medium risk.  D&P: DP2  BRC: BRC 2  Byington: 3 to 3.4  Byington (N)6: 3 to 3.4  BPR: C(2.01-2.50)  Bureau Veritas:3     4  Average  Inferior  Capacity to fulfill commitments; uncertain performance. High risk. D&P: DP3  BRC: BRC 3  Byington: 3.5 to 4.0  Byington (N): 2.1 to 3.0  BPR: D(2.51-2.75)  Bureau Veritas:4  5 Low  Quality  Uncertainty or inability to fulfill commitments.  High risk.  D&P: DP4 or below  BRC: BRC 4 or below  Byington: 4.1 to 5.0  Byington (N): 3.1 to 4.5  BPR: D(2.76-3.00)  Bureau Veritas:5\n\n  10\n\n\n\n\n\n\n\n   Those clients offering acceptable guarantees to support their purchases, shall not require a risk rating from any risk rating agency acknowledged  and accept it by ECOPETROL because the risk is assumed by the guarantor. The contents and the type of guarantee shall be fully adjusted to the  minimum characteristics required by ECOPETROL, and the same shall be issued by entities accepted by the company through the listing of  acceptable companies for such purpose issued by the vice-presidency of corporate finance.     Clients classified in level 5 shall be those without a rating or analysis by specialized agencies in credit analysis. Those clients shall require  acceptable guarantees contained in the guidelines for administration of acceptable guarantees ECP-UTE-G-006.     ECOPETROL reserves the right not to sell through credit to any client, regardless of whether or not it is in capacity to provide guarantees or  securities, and therefore the amount of the purchases shall be a cash or in advance.     A client classified as Superior may make purchases in cash and/or complement the line of credit awarded with acceptable guarantees in favor of  ECOPETROL.     For guarantees in US dollars, in case the guarantee is made effective, the payment shall be at the representative market exchange rate (TRM) valid  on the day of payment of the guarantee.     3.4.3 Officers Authorized for the Analysis and Consideration of Lines of Credit.     The officer appointed by the Business Unit providing the service shall be in contact and permanent interaction with the client, shall determine the  credit quality of the same through the report from the risk rating company, shall process the application and review from time to time the lines of  credit, and shall provide support to the vice-presidency of corporate finance in the handling of Receivables.     Upon classification of the client in the internal rating table of ECOPETROL, and if and any station of the maximum they were a specific client. is no  information that prevents the processing of the application or that would imply any risk in the performance of the obligations that the client may  undertake with ECOPETROL, the approval of the client shall be established by filling out the form, Application for a Line of Credit contained in  Form ECP-UTE-F-005 Application for a Line of Credit for Services.     Each manager and/or director shall have the responsibility to consider, approve or reject in a justified manner, all credit applications filled out by  the clients, which should be recorded in the forms defined for such purpose, or otherwise in the electronic mails which shall be equally valid as the  other forms and shall be printed and delivered to the central archives of ECOPETROL to the file opened for each client.\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\n  11\n\n\n\n\n\n\n\n   The lines of credit recommended by the risk rating company and/or approved are strictly of internal character and an indication of the maximum  debt of a specific client.     3.4.4 Amounts above the Ceilings Approved in Lines of Credit     When a client has reached the maximum debt approved, within the term of the validity of the lines of credit and temporality requires7 from  additional services not exceeding beyond 100% the amount of the line of credit, the respective manager and/or director may approve at his sole  discretion this higher debt, provided however, that the same are covered with an extension of acceptable guarantees originally issued to have  access to the credit facility.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n7 For a maximum period of three months, renewable with previous approval from the vice president of the corresponding Business area  8 Enforced and executed at the latest 30 days after default, and only in the event of a pledge on CDs.\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\n3.5 Acceptable Guarantees.\n\n  \u00b7 ECOPETROL shall not make any sales on credit to clients not providing acceptable guarantees except for those clients with internal rating  Superior (clients of confidence) or who have been considered in numeral 3.4.2 of this guideline.\n\n  \u00b7 For the provision of services only guarantees offering endorsement of payment by financial entities will (financial guarantees) shall only  be accepted, or those representing securities or instruments that guarantee immediate liquidity when realized.8\n\n  \u00b7 The coverage of the guarantees or the amount of financial instruments for payment must be sufficient to cover eventual increases in the  price of services.\n\n  \u00b7 Guarantees in foreign currencies may be accepted (dollars of the United States of America or any other currency) pursuant to the current  foreign exchange regulations. If guarantees are in a foreign currency are made effective, they shall be registered in the central bank in  order to convert them in the equivalent of the market representative exchange rate from peso with respect to the dollar on the day of  payment of the guarantee. Guarantees in currencies different than the US dollar, in order to be accepted, shall require approval from the  vice presidency of corporate finance.\n\n  \u00b7 Only guarantees established in the guide for administration of acceptable guarantees ECP-UTE-G-006 shall be acceptable.\n\n  \u00b7 Guarantees received by the respective management offices shall be previously reviewed and approved by the legal office advising on the  same. The standardization and updating of the respective forms shall be under the responsibility of the legal vice presidency.\n\n  12\n\n\n\n\n\n\n\n\n\n\n\n   To the extent that the updating of the rating provided by the risk rating agencies or by agencies specialized in credit implies a higher risk for  ECOPETROL , or if default in the payments by clients occur, the conditions of the relation with the clients shall be reviewed, in particular, those  having to do with the requirement or improvement of the specific guarantees.     The same exercise shall be conducted through the vice presidency of corporate finance with financial entities guaranteeing obligations in favor of  ECOPETROL .     Particular attention is given to those clients classified in categories of the internal rating table not requiring any specific guarantee and the superior  clients. Those clients shall be monitored through the updating of the ratings given by specialized agencies in credit or risk rating agencies. The  period for obtaining such reports shall be a least annually. Based on the results of the updated information, the vice presidency of corporate  finance shall adjust the internal rating of the client and shall review the payment conditions originally approved.     The updating of the ratings for clients shall not be conducted before the month of March each year because the financial statements of the  previous year have not yet been disclosed before the respective entities of vigilance and control, and from which official data for studies are taken.  Therefore, if the study mentioned falls during the first three months of the year, the current rating shall be applied until the last day of the month of  March of the current year.     Notwithstanding the foregoing, if the promissory note and that was the letter of instructions has completed one year, said documents must be  updated for this period and the subsequent ratification or denial of the credit granted by ECOPETROL.\n\n   In the commercialization of services, ECOPETROL must observe the norms, mercantile and credit customs, collect Receivables in a timely manner,  assess any Receivables in default from time to time, and record in its financial statements any provisions and write-offs as they may apply,  pursuant to the provisions in the document hereof.\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\n  \u00b7 Acceptance of any other type of guarantee established in the Contracting Manual shall require approval from the respective manager  and/or director with previous approval from the legal vice presidency.\n\n3.6 Follow-up.\n\n3.7 Managing the Relation with the Client that Buys on Credit.\n\n  13\n\n\n\n\n\n\n\n   Each sale of services, depending on each specific case, must be instrumented in writing either through a buy-sell contract, a supply contract, or  commercial offer, or registered in an invoice or an equivalent in document.     Each invoice shall detail the value of services and taxes, pursuant to the law and applicable regulations. Invoicing prices are those current prices  on the date of sale or provision of services and may change without previous is notice.     Commercial invoices shall be issued in two original counterparts of the same content with writ of execution9. One of them for the client and the  other duly signed by the client in signal of acceptance destined to ECOPETROL. This copy shall remain with the appropriate custody in the files of  ECOPETROL for collection and eventual discount of the instrument in the secondary market.\n\n   These correspond to the policies already designed for each Business Unit providing the service regarding sale prices and terms, which must be in  accordance with those set out by the presidency of the company and the manual of delegations - MAD.\n\n   In those cases in which there may be claims by clients due to differences in price and/or terms duly justified, under the judgment of the Business  Units in charge of handling the client it must be the determined the viability of the claim and adopt the pertinent decision in a reasonable period of  time in accordance with the complexity of the discrepancy. To resolve any discrepancies, each of the parties shall deliver to the other, a copy of  the documents supporting the invoice and the claim. The review process of any claims shall be in accordance with the provisions in each contract  for the provision of services entered into between the parties.     Any disagreement regarding any invoice does not exempt the buyer from its obligations to pay the non-disputed portion of said invoice or any  other invoice.     If the claim is resolved favor of ECOPETROL, having the client omitted payments on services rendered and invoiced by ECOPETROL, the buyer is  obliged to pay a sanction for default on the amounts not paid within the term established, at the highest late interest rate established by the  Superintendence of Finance of Colombia or whoever replaces it.     If the buyer has made payments in excess, ECOPETROL shall credit the same to the next due date or make the corresponding reimbursement after  clarification of the amount under discrepancy.\n\n9 A carbon copy being valid\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\n3.7.1 Sale Prices and Terms\n\n3.7.2 Claims and Discrepancies in Invoicing\n\n  14\n\n\n\n\n\n\n\n\n\n   The Business Unit providing the service with the support of the Coordination for Receivables and Collections, shall control any payments for  Receivables as well as the actions are collections derived from the sale or provision of services and will be responsible for collecting any late  interests (as they may apply) and any verification of accounts with the client.\n\n   With previous approval from the legal area and after the guarantees have been reviewed and accepted by the commercialization areas, they shall  be delivered for custody to the Coordination of Receivables. The custody and collection of guarantees is responsibility of the ordination of  Receivables and collections, and all security measures shall be taken to keep guarantees in a safe place. Before a guarantee is received for custody,  the Coordination of Receivables shalt make sure that it has the approval from the legal area and the dates of validity.     In addition, the Coordination for Receivables shall be responsible for the integrity of the documents and shall adopt measures to prevent access to  places established for custody to non-authorized personnel. In the event that a client fails to perform the requirements from Receivables, the  collection of the guarantee shall be made within the terms established for such purpose and each of the reported to the respective Business Unit  providing the service to discontinue the provision of such services.     In those cases in which it applies, the guarantees once they have been reviewed and approved by the legal area assigned to the Business Units  providing the service and accepted by the respective management office, they shall be delivered for custody to each of the managers and/or  directors through a memorandum, to the Coordination of Receivables and collections from the Treasury Unit responsible for the corresponding  record in SAP and of its collection if necessary. ECOPETROL through the Business Unit providing the service shall immunity suspend any credit  or cash sales, to clients to whom the execution of guarantees has started until a certificate of good standing is received from the Coordination are  Receivables and a new guarantee acceptable to ECOPETROL is presented.     The Coordination of Receivables and collections shall adopt all security measures to keep the guarantees in a safe place.     The Coordination of Receivables and collections of the Treasury Unit shall update and activate in an individual manner in SAP each guarantee for  the corresponding area of credit control; indicating \"the limit authorized\" which becomes a rotatory limit in pesos authorized for the provision of  services and establishing that period of time in which the limit of credit shall be covered with the guarantee, taking into account the term of the  credit given to the client for the provision of the service (5, 15 or 30 days).\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\n3.8 Collection of Receivables\n\n3.9 Guarantees Delivery and Custody\n\n  15\n\n\n\n\n\n\n\n\n\n   The payment of Receivables by clients after the due date generates a late interest as a sanction. Late interests are a applicable without exception to  all kinds are Receivables handled by ECOPETROL. Late interests shall be calculated on any overdue balances and in proportion to the time lapsed  from the date in which the payment should have been made until that date in which it is actually made.     The record of these interests shall be under the responsibility of the Coordination of Receivables and collections; control and collection activities  shall be the responsibility of the Business Unit providing the service, which may check these charges through consultations to the account  statement of the client in the SAP integrated information system.     Any payment made by a client in accordance with the provisions in the Colombian Civil Code in its article 1653, except as otherwise agreed, when  principal and interests are owed, payment shall apply first to interests and then to principal. Late interests are not forgivable, the General Controller  of the country has issued several opinions denying this prerogative based on the constitutional principle by which public servants can only do  whatever the law and the Constitution allows. Currently there is no regulation that allows cancellation of interests by public entities such as  ECOPETROL.     ECOPETROL in each of its invoices shall indicate that the interest rate to be charged as late interest for the payment is the highest monthly rate  allowed by the Superintendence of Finance or whoever replaces it (the Treasury Unit shall communicate the late interest rate to be applied for each  period).     For invoices or bills issued in US dollars an interest rate in dollars in equivalent to the Prime rate +2 percentage points shall be applied (Prime +2%).  The resulting amounts shall be converted into pesos at the market representative exchange rate (TRM) valid on the date of payment.     If the due date of the invoice falls on Saturday, Sunday or in a holiday, the payment may be made on the following Business day and said payment  shall not generate any late interest. If a client pays after the first Business day, the calculation for late interest shall be made from the due date of  the invoice     The charging of interests shall be made through a bill addressed to the client, which shall contain a Receivables statement on which interests are  calculated.\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\n3.10 Late Interests\n\n  16\n\n\n\n\n\n\n\n\n\n   When an invoice or bill is not collected within the due dates or payment has been made partially, the collection action shall start immediately by  the Business Units providing the service and the Coordination of Receivables and collections.     The Coordination of Receivables and collections shall proceed to make effective the sources of payment and guarantees, in case of clients covered  by financial collateral who have not made full or partial payments of all their obligations represented in the sale invoices within the due dates in  accordance with the terms established in said invoices, with the support of their respective Business Unit and legal counsel.     For such purposes, the loss shall be reported to the insurance company (in case there is a policy covering the default), the documentation required  shall be presented before the banking entities (bank guarantees, bank acceptances or letters of credit), the client shall be contacted in the case of a  promissory note and in the case of guarantees, they shall be made effective before the corresponding entity in order to collect any overdue  amounts together with late interests.\n\n   If a client fails to make a payment within the normal process of collection and all instances have been used before going to court without any  positive results, in a peremptory term of 90 days, the Business Units providing the service must request to the respective legal advising Unit to  carry out collection actions pursuant to the provisions in the applicable regulations.     For such purpose, the respective Business must prepare and deliver the following documentation to the legal area:\n\n\n\n\n\n\n\n\n\n   In the event that under special circumstances a client is late in meeting its obligations with ECOPETROL and does not have immediate payment  capacity, upon request, the Business Units providing the service may request to the Head of the Treasury Unit of ECOPETROL, attaching the  commercial and legal analysis of the client, an authorization for the extension of the term of the credit, and this financing shall not cause an  impairment of the guarantee in the force in favor of ECOPETROL.\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\n3.11 Collections Management\n\n3.11.1 Starting Legal Actions to Collect Overdue Balances\n\n  - A request memorandum indicating actions undertaken by the Business Unit providing the service and the Coordination of Receivables  and collections to obtain recovery of money owed.\n\n  - Documents supporting the credit in favor of ECOPETROL (invoices or promissory notes).\n\n  - Copies of all correspondence held with the client.\n\n  - Copy of the contract or certificate for the provision of services.\n\n3.11.2 Modifications in the Long Term.\n\n  17\n\n\n\n\n\n\n\n   Without prejudice of the foregoing, ECOPETROL reserves the right to request an acceptable guarantee that allows covering a higher risk for the  extension of the term for the payment. The interest rate for the refinancing term shall be in accordance with the conditions of the financial market.     Clients under legal proceedings to recover any amounts in favor of the company may be eligible for refinancing when lacking any property or  liquid guarantees executable in favor of ECOPETROL.     In the case of individual agreements, the interest rate for the refinancing period must be associated with the opportunity cost of ECOPETROL as  indicated by the Treasury Unit of the vice presidency of corporate finance. The amortization of the debt in default shall be applied first, to  sanctions and late interests, second, to current interests and third, to the principal. The mentioned option for refinancing if adopted by  ECOPETROL, must offer better expected results than those continuing under the legal proceeding or execution of guarantees.     Any refinancing must be subject to the approval of the Head of the Treasury Unit with the previous commercial, financial and legal analysis.\n\n   ECOPETROL may participate in payment agreements of clients with their creditors, under modalities aimed to ensure the maximum collection of  their Receivables in terms of present value as indicated hereunder:     Restructuring Agreement under Law 550 or reorganization agreements under Law 1116 of 2006 (company insolvency). Regarding the guarantees in  the proceedings to prevent bankruptcy, creditors still governed under Law 550/1999 (that is, territorial entities, decentralized entities and state  universities at the national or territorial level) have the power to inform the promoter within the following ten (10) days after starting the  negotiation, if the decision is only to make the guarantee effective without waving their right to obtain from the debtor the payment of the  obligation under default pursuant to the paragraph of article 14 of said Law. In those cases, ECOPETROL through the vice presidency of corporate  finance and the respective manager and/or director shall inform the Promoter if the guarantee will be made effective. Furthermore, Law 1116 of 2006  did not include the provision of the foregoing paragraph, instead, in article 43 the Law regulated the issue of real estate guarantees within the  process of insolvency, and therefore the power to make them effective was suspended, save by authorization of all creditors to wave said  limitation. Said decision shall be made with an absolute majority and included within the Agreement. Thus, the creditor may present in the  proceedings, together with its debt, the guarantee covering it and a request to make it effective, or else wait the development of the proceeding,  and if terminated by breaching, the enforceability will be then \"reactivated\".\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\n3.12 Restructuring by General Agreements.\n\n  18\n\n\n\n\n\n\n\n   Provision of services to clients with whom global payment agreements have been executed or under Law 550/99 or Law 1116/06 shall only be made  under the modality of payment in advance. Interests in favor of ECOPETROL derived from individual refinancing processes or restructurings  cannot be cancelled. Presently there are no regulations that allow the cancellation of interests by public entities such as ECOPETROL.     All refinancing shall be subject to approval by the respective manager and/or director with previous approval from the vice presidency of  corporate finance and after a commercial, financial and legal analysis; and evidence of economic support.\n\n   The calculation for the provision shall correspond to a technical evaluation (individual study based on the factors previously described) that will  allow to determine the contingency of loss or risk for non-collecting the right. Based on this the recording of an individual provision shall be made.     Accounting Provision: The Coordination of Receivables and collections together with the officers responsible for the management the Business  Units providing this service shall conduct an individual analysis of Receivables in default to determine which accounts are considered un- collectible, and based on that, make the recording of an individual provision. To do this, the manager and/or director of the Business Unit of  providing the service must submit a memorandum requesting the recording of the corresponding provision.     Fiscal Provision: For purposes of this provision, Receivables are classified by seniority and are calculated according to the percentages set out by  tax regulations. Any of the two methods indicated hereunder may be applied as a deduction for the provision:\n\n\n\n10 Defined according to the contingency of loss of the rights to be collected as a result of the degree of seniority, default, prescription, and  collection action through legal means; the provision includes the amount estimated as uncollectable.\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\n3.13 Provision for Accounts Receivable10\n\n  \u00b7 Individual: four debts between 12 and 24 months (33%), between 24 and 36 months (66%) and over 36 months (99%).    \u00b7 General: the corresponding percentages are applied depending on the seniority of their Receivables. (5% 3-6 months; 10% 6-12 months;  15% over 12 months).\n\n  19\n\n\n\n\n\n\n\n\n\n   Accounts Receivable classified as lost or uncollectible, and upon which all procedures for collection have been conducted and with a provision of  100% are subject to a request for a write-off pursuant to the provisions in the MAD.     Accounts Receivable classified as lost or uncollectible, whose value does not exceed 150 (SMLMV) (current monthly minimum legal wage) and  upon which all procedures for collection have been conducted and with a provision of 100% are subject to a request for a write-off by the  Coordinator of Records and Analysis of Accounts Payable if their value is between 1 and 70 monthly minimum legal wages, and by the Head of the  Unit of Accounting and Tax Information if their value is between 71 and 150 monthly minimum legal wages upon exhaustion of all legal and other  instances by the Business Unit generating it and the legal vice presidency. When Accounts Receivables classified as lost or uncollectible exceed  180 monthly minimum wages, its write off must be authorized by the Board of Directors upon exhaustion of instances such as: current collection,  execution of guarantees and previous legal collection.     It is understood as debt that is lost and without any value, all that debt whose collection is not possible to make it effective due to insolvency of  debtors and guarantors as a result of lack of property guarantees or by any other cause that allows them to be considered as currently lost  according to commercial practices. This definition includes those accounts receivable of less value whose collection procedures is significantly  more onerous than the write-off of said debt.     Version: 01     Date: 10/09/2010     Reviewed by:     Jose David Roldan     Professional Receivables and Collections     Approved by:     Elkin Leonardo Suarez     Coordinator Receivables and Collections\n\n\n\nECOPETROL MANAGEMENT GUIDELINES FOR RECEIVABLES SERVICES ECP-UTE-G-008\n\n3.14 Receivables Write-offs\n\n  20\n\n\n\n\n\n   ANNEX 3     INSURANCE ONLY POLICY OF PERFORMANCE FOR STATE CONTRACTS IN FAVOR OF ECOPETROL S A\n\n\n\n\n\n\n\n\n\n   INSURANCE ONLY POLICY OF PERFORMANCE FOR STATE CONTRACTS IN FAVOR OF ECOPETROL S A     Front Page\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   ANY DEFAULT IN PAYMENT OF THE POLICY PREMIUM, THE CERTIFICATES OR ANNEXES ISSUED BASED ON SAID POLICY, SHALL  NOT GENERATE THE AUTOMATIC TERMINATION OF THE CONTRACT, WITHOUT PREJUDICE OF THE RIGHT UNDER THE NAME OF  THE INSURER TO REQUEST PAYMENT OF THE PREMIUM AND ANY EXPENSES CAUSED AS A RESULT OF THE ISSUANCE OF THE  CONTRACT, ALL THESE PURSUANT TO THE PROVISIONS IN THE FINAL PARAGRAPH OF NUMERAL 19 OF ARTICLE 25 OF LAW 80,  1993.\n\n\n\n  1. CITY AND DATE OF ISSUANCE\n\n  2. POLICY NUMBER\n\n  3. INTERMEDIARY\n\n  4. INSURER\n\n  a) name\n\n  b) tax ID\n\n  5. POLICYHOLDER\n\n  a) name\n\n  b) tax ID\n\n  c) address\n\n  6. ENTITY INSURED (ECOPETROL S A)\n\n  a) name\n\n  b) tax ID\n\n  c) address\n\n  7. BENEFICIARY ENTITY (ECOPETROL S A)\n\n  8. COVERAGE GRANTED\n\n  9. INSURED LIMITS GRANTED FOR EACH COVERAGE\n\n  10. VALIDITY FOR EACH OF THE COVERAGE GRANTED\n\n  a) From at 00:00 hours\n\n  b) Until at 00:00 hours\n\n  c) Days\n\n  11. IDENTIFICATION AND PURPOSE OF THE CONTRACT GUARANTEED BY THE INSURANCE\n\n  12. PARTICULAR CONDITIONS OF THE INSURANCE\n\n  13. PREMIUM FOR EACH OF THE COVERAGE GRANTED\n\n  14. TOTAL PREMIUM FOR ALL COVERAGE CONTRACTED\n\n  15. VALUE ADDED TAX\n\n  16. FINAL PREMIUM TO BE PAID BY THE BONDED POLICYHOLDER AND DATE OF PAYMENT\n\n  17. ADDRESS FOR NOTIFICATION AND COLLECTIONS\n\n  18. CITY\n\n  19. ANNEXES\n\n  20. AUTHORIZED SIGNATURE\n\n  2\n\n\n\n\n\n   INSURANCE ONLY POLICY OF PERFORMANCE FOR STATE CONTRACTS IN FAVOR OF ECOPETROL S A     INDEX     SECTION I: COVERAGE\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   SECTION II: EXCLUSIONS\n\n\n\n\n\n\n\n   SECTION III: GENERAL CONDITIONS\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n  1. COVERAGE FOR SERIOUSNESS OF THE BID\n\n  2. COVERAGE FOR ADVANCEMENT\n\n  3. COVERAGE FOR PREPAYMENT\n\n  4. COVERAGE FOR PERFORMANCE OF THE CONTRACT\n\n  5. COVERAGE FOR THE PAYMENT OF SALARIES, FRINGE BENEFITS AND INDEMNIFICATION\n\n  6. COVERAGE FOR STABILITY OF WORKS\n\n  7. COVERAGE FOR QUALITY OF EQUIPMENT PROVIDED\n\n  8. COVERAGE FOR PROPER OPERATION OF EQUIPMENT\n\n  9. COVERAGE FOR QUALITY OF SERVICE\n\n  10. COVERAGE FOR THE PROVISION OF SPARE PARTS AND ACCESSORIES\n\n  11. OTHER COVERAGE\n\n  1. FORCE MAJEURE OR ACTS OF NATURE\n\n  2. AMENDMENTS TO THE ORIGINAL CONTRACT\n\n  3. INJURIES TO PERSONS OR DAMAGE TO PROPERTY\n\n  4. IMPAIRMENT BY THE PASSING OF TIME\n\n  1. TERM\n\n  2. LOSS CLAIM\n\n  2.1 IN THE EVENT OF EXPIRATION\n\n  2.2 TO MAKE EFFECTIVE THE PAYMENT OF PENALTY OR THE PENALTY CLAUSE\n\n  2.3 IN ALL OTHER EVENTS\n\n  3. PROVING THE AMOUNT TO BE INDEMNIFIED\n\n  4. PAYMENT OF THE LOSS\n\n  5. AMOUNT INSURED\n\n  6. COMPENSATION OF OBLIGATIONS\n\n  7. SUBROGATION\n\n  8. ASSIGNMENT OF THE CONTRACT\n\n  9. COEXISTING INSURANCE\n\n  10. NO EXPIRATION BY FAILURE OF PAYMENT OF THE PREMIUM AND IRREVOCABILITY\n\n  11. CONDUCT OF THE POLICYHOLDER\n\n  12. NOTIFICATION AND RECOURSES\n\n  13. AMENDMENTS\n\n  14. GUARANTEE CALL\n\n  15. VIGILANCE\n\n  16. CO-INSURANCE\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n  17. BANKRUPTCY PROCEEDINGS\n\n  18. TIME BAR\n\n  19. INCOMPATIBLE CLAUSES\n\n  20. SETTLEMENT OF CONFLICTS\n\n  21. DOMICILE\n\n  3\n\n\n\n\n\n   INSURANCE ONLY POLICY OF PERFORMANCE FOR STATE CONTRACTS IN FAVOR OF ECOPETROL S A     _____________________, A COMPANY LEGALLY ESTABLISHED IN COLOMBIA AND DULY AUTHORIZED BY SUPERINTENDENCE OF  FINANCE OF COLOMBIA TO OPERATE IN THE COUNTRY, WHICH, HEREINAFTER SHALL BE CALLED THE INSURER, GRANTS IN FAVOR  OF ECOPETROL S A, HEREINAFTER CALLED ECOPETROL, THE INSURED AND BENEFICIARY ENTITY, THE COVERAGE SPECIFIED IN THE  FRONT PAGE OF THIS POLICY SUBJECT IN ITS SCOPE AND CONTENT TO THE GENERAL AND PARTICULAR CONDITIONS THERETO  WITHOUT EXCEEDING THE CORRESPONDING INSURED AMOUNT, PURSUANT TO THE PROVISIONS IN ARTICLE 1079 OF THE  COLOMBIAN CODE OF COMMERCE ACCORDING TO THE DEFINITIONS AND SCOPE OF THE RESPECTIVE COVERAGE DESCRIBED  HEREUNDER:     SECTION I: COVERAGE\n\n   BY MEANS OF THIS COVERAGE ECOPETROL IS PROTECTED AGAINST ANY EQUITY DAMAGE CAUSED BY THE BIDDER AS THE  RESULT OF ANY BREACHING ONCE THE CONTRACT HAS BEEN AWARDED AND FROM ANY OF THE OBLIGATIONS AND NECESSARY  REQUIREMENTS FOR THE EXECUTION, PERFECTION AND A COMMENCEMENT OF THE SAME, AND MORE SPECIFICALLY AS A  RESULT OF ANY DEFAULT ON THE OBLIGATIONS TO ENTERED INTO AND TO PERFECT THE CONTRACT UNDER THE TERMS IN  WHICH THE BID HAS BEEN PRESENTED AND PROVIDE IN THE APPROPRIATE MANNER ANY PERFORMANCE POLICY OR BANK  COLLATERAL REQUIRED TO COMPLY WITH THE SAME. ALL OF THIS, PURSUANT TO THE PARAMETERS SET FORTH IN THE  SELECTION PROCESS AND ALL OTHER CONDITIONS REQUIRED BY ECOPETROL.     THE AMOUNT INSURED ESTABLISHED FOR THE COVERAGE OF SERIOUSNESS OF THE BID HAS PUNITIVE OR PENALTY IMPLICATIONS  AND CONSTITUTES AN ADVANCE ASSESSMENT OF DAMAGES.\n\n   THIS COVERAGE GUARANTEES THE REIMBURSEMENT TO ECOPETROL OF THE FUNDS AND GOODS GIVEN TO THE CONTRACTOR AS  AN ADVANCE FOR THE EXECUTION OF THE CONTRACT IF SAID CONTRACTOR HAS MADE INAPPROPRIATE USE OF SAID FUNDS.     IT SHALL BE UNDERSTOOD THAT THERE HAS BEEN INAPPROPRIATE USE OF THE FUNDS OR GOODS GIVEN IN ADVANCE, IN THE  EVENT THAT SUCH FUNDS OR GOODS HAVE NOT BEEN USED FOR THE PURPOSE FOR WHICH THEY WERE GIVEN AT THE BEGINNING  OR DURING THE DEVELOPMENT OF THE EXECUTION OF THE CONTRACT WHICH INCLUDES NO-REIMBURSEMENT, AS IT MAY APPLY.     THIS COVERAGE DOES NOT EXTEND TO THE USE OF FUNDS GIVEN AT PREPAYMENT TO THE CONTRACTOR. THIS RISK SHALL ALSO  BE COVERED IN THE EVENTS AS THEY MAY APPLY AS DEFINED HEREUNDER.\n\n\n\n  1. COVERAGE FOR SERIOUSNESS OF THE BID\n\n  2. COVERAGE FOR ADVANCEMENT\n\n  4\n\n\n\n\n\n  INSURANCE ONLY POLICY OF PERFORMANCE FOR STATE CONTRACTS IN FAVOR OF ECOPETROL S A\n\n   THIS COVERAGE GUARANTEES THE REIMBURSEMENT TO ECOPETROL BY THE CONTRACTOR OF ANY BALANCE CORRESPONDING  TO THE DIFFERENCE BETWEEN THE TOTAL AMOUNT RECEIVED BY THE CONTRACTOR AS PREPAYMENT AND ANY AMOUNT  CORRESPONDING TO THE PORTION PERFORMED OF THE CONTRACT.     THEREFORE, IF THE CONTRACT IS PARTIALLY PERFORMED, ANY REIMBURSEMENT AS IT MAY APPLY SHALL BE CALCULATED  DEDUCTING FROM THE FULL AMOUNT GIVEN BY ECOPETROL TO THE CONTRACTOR AS THE PREPAYMENT, THE AMOUNT  CORRESPONDING TO THE REMUNERATION OR PAYMENT OF THE PERFORMED PORTION OF THE CONTRACT.\n\n   THIS COVERAGE PROTECTS ECOPETROL AGAINST ANY EQUITY DAMAGE SUCH AS GENERAL DAMAGE AND LOSS OF PROFITS  RESULTING FROM ANY BREACHING ATTRIBUTABLE TO THE CONTRACTOR ON ANY OF THE OBLIGATIONS ARISING FROM THE  GUARANTEED CONTRACT.     THIS COVERAGE COMPRISES ANY FINES AND THE AMOUNT OF THE PENALTY CLAUSE IF ENFORCED. THE TOTAL INDEMNITY  SHALL NOT EXCEED IN ANY CASE THE AMOUNT INSURED SET FORTH FOR SAID PURPOSE.\n\n   AS PROVIDED IN ARTICLE 34 OF THE COLOMBIAN CODE OF LABOR, THIS COVERAGE PROTECTS ECOPETROL AGAINST THE RISK OF  DEFAULT BY THE CONTRACTOR ON ANY LABOR OBLIGATIONS ACQUIRED BY SAID CONTRACTOR WITH PERSONNEL USED IN THE  EXECUTION OF THE CONTRACT BEING THE PURPOSE OF COVERAGE UNDER THIS POLICY.     THE INSURANCE COMPANY SHALL MAKE THE PAYMENTS TO THE EXTENT THAT EACH OF THE WORKERS DEMONSTRATES THEIR  RIGHTS AND THE AMOUNT INSURED SHALL BE DECREASING TO THE EXTENT THAT PAYMENTS ARE BEING MADE UNTIL  COMPLETION, IF SUCH IS THE CASE.\n\n   THIS COVERAGE PROTECTS ECOPETROL AGAINST ANY EQUITY DAMAGE INCLUDING LOSS OF PROFITS RESULTING FROM ANY  IMPAIRMENT THAT, UNDER NORMAL CONDITIONS OF USE, SUFFERS ANY OF THE GOODS BUILT OR MANUFACTURED BEING THE  PURPOSE OF THIS CONTRACT, FOR THE ACTIONS OR OMISSIONS ATTRIBUTABLE TO THE CONTRACTOR DERIVED FROM  DEFICIENCIES IN THE EXECUTION AND COMPLIANCE WITH CONTRACT AND DETECTED AFTER THE TERMINATION AND DELIVERY  OF THE SAME.     THIS COVERAGE SHALL START TO BE IN FORCE AFTER THE ISSUANCE OF THE MINUTES OF THE DELIVERY OF WORKS DULY  COMPLETED WITH THE RESPECTIVE RECORD OF RECEPTION AT SATISFACTION BY ECOPETROL.\n\n\n\n  3. COVERAGE FOR PREPAYMENT\n\n  4. COVERAGE FOR PERFORMANCE OF THE CONTRACT\n\n  5. COVERAGE FOR THE PAYMENT OF SALARIES, FRINGE BENEFITS AND INDEMNIFICATION\n\n  6. COVERAGE FOR STABILITY OF WORKS\n\n  5\n\n\n\n\n\n   INSURANCE ONLY POLICY OF PERFORMANCE FOR STATE CONTRACTS IN FAVOR OF ECOPETROL S A\n\n   THIS COVERAGE PROTECTS ECOPETROL AGAINST ANY EQUITY DAMAGE INCLUDING LOSS OF PROFITS RESULTING FROM ANY  IMPAIRMENT THAT, UNDER NORMAL CONDITIONS OF USE, SUFFERS ANY OF THE GOODS BEING THE PURPOSE OF THIS CONTRACT,  FOR THE ACTIONS OR OMISSIONS ATTRIBUTABLE TO THE CONTRACTOR DERIVED FROM THE DEFICIENT QUALITY OF THE GOODS  OR EQUIPMENT PROVIDED IN ACCORDANCE WITH THE TECHNICAL SPECIFICATIONS AGREED IN THE CONTRACT AND DETECTED  AFTER THE TERMINATION AND DELIVERY OF THE SAME.     THIS COVERAGE SHALL START TO BE IN FORCE AFTER THE ISSUANCE OF THE MINUTES OF THE DELIVERY OF THE EQUIPMENT  PROVIDED DULY COMPLETED WITH THE RESPECTIVE RECORD OF RECEPTION AT SATISFACTION BY ECOPETROL.\n\n   THIS COVERAGE PROTECTS ECOPETROL AGAINST ANY EQUITY DAMAGE INCLUDING LOSS OF PROFITS RESULTING FROM ANY  DEFICIENCIES IN THE OPERATION THAT, UNDER NORMAL CONDITIONS OF USE, SUFFERS ANY OF THE EQUIPMENT PROVIDED TO  INSTALLED IN THE DEVELOPMENT OF THE CONTRACT, FOR THE ACTIONS OR OMISSIONS ATTRIBUTABLE TO THE CONTRACTOR  DERIVED FROM THE DEFICIENT QUANTITY OR IMPROPER INSTALLATION OF THE SAME IN ACCORDANCE WITH THE TECHNICAL  SPECIFICATIONS AGREED IN THE CONTRACT AND DETECTED AFTER THE TERMINATION AND DELIVERY OF THE SAME.     THIS COVERAGE SHALL START TO BE IN FORCE AFTER THE ISSUANCE OF THE MINUTES OF THE DELIVERY OR INSTALLATION OF  THE EQUIPMENT PROVIDED WITH THE RESPECTIVE RECORD OF RECEPTION AT SATISFACTION BY ECOPETROL.\n\n   THIS COVERAGE PROTECTS ECOPETROL AGAINST ANY EQUITY DAMAGE INCLUDING LOSS OF PROFITS ATTRIBUTABLE TO THE  CONTRACTOR RESULTING FROM NONCOMPLIANCE OR DEFICIENT NON-COMPLIANCE WITH THE SPECIFICATIONS AND  REQUIREMENTS OF THE SERVICE CONTRACTED BY ECOPETROL PURSUANT TO THE TERMS AND CONDITIONS DEFINED IN THE  CONTRACT GUARANTEED AND IDENTIFIED IN THE PARTICULAR CONDITIONS OF THIS POLICY.     THIS COVERAGE SHALL START TO BE IN FORCE AFTER THE ISSUANCE OF THE MINUTES OF THE DELIVERY OF THE SERVICE  CONTRACTED WITH THE RESPECTIVE RECORD OF RECEPTION AT SATISFACTION BY ECOPETROL.\n\n   THIS COVERAGE PROTECTS ECOPETROL AGAINST ANY EQUITY DAMAGE INCLUDING LOSS OF PROFITS ATTRIBUTABLE TO THE  CONTRACTOR RESULTING FROM NONCOMPLIANCE WITH THE PROVISION OF SPARE PARTS AND ACCESSORIES PURSUANT TO THE  STIPULATIONS IN THE CONTRACT.     THIS COVERAGE SHALL START TO BE IN FORCE AFTER THE ISSUANCE OF THE MINUTES OF TERMINATION OF THE CONTRACT  WITH THE RESPECTIVE RECORD OF RECEPTION AT SATISFACTION BY ECOPETROL.\n\n\n\n  7. COVERAGE FOR QUALITY OF EQUIPMENT PROVIDED\n\n  8. COVERAGE FOR PROPER OPERATION OF EQUIPMENT\n\n  9. COVERAGE FOR QUALITY OF SERVICE\n\n  10. COVERAGE FOR THE PROVISION OF SPARE PARTS AND ACCESSORIES\n\n  6\n\n\n\n\n\n   INSURANCE ONLY POLICY OF PERFORMANCE FOR STATE CONTRACTS IN FAVOR OF ECOPETROL S A\n\n   THE INSURANCE COMPANY SHALL PROVIDE TO ECOPETROL ALL OTHER COVERAGE AS DETERMINED IN THE FRONT PAGE OR IN  THE ANNEXES ISSUED TO THE POLICY HEREOF.     PARAGRAPH; THE LISTED COVERAGE IS INDEPENDENT FROM ONE ANOTHER REGARDING THE COVERAGE PROVIDED AND THE  AMOUNT INSURED. THEREFORE, THEY ARE MUTUALLY EXCLUSIVE AND NON-CUMULATIVE.     SECTION II: EXCLUSIONS     COVERAGE PROVIDED IN THE POLICY HEREOF SHALL NOT APPLY IN THE FOLLOWING CASES:\n\n   IN THE EVENT OF FORCE MAJEURE, ACTS OF NATURE OR ANY OTHER LEGAL CAUSE OF EXEMPTION OF RESPONSIBILITY BY THE  CONTRACTOR.\n\n   ANY EQUITY DAMAGE GENERATED BY OR FROM BREACHING ATTRIBUTABLE TO THE CONTRACTOR AND RESULTING IN  AMENDMENTS TO THE ORIGINAL CONTRACT, SAVE THERE HAS BEEN ACCEPTANCE OF THE SAME BY THE INSURANCE COMPANY  WITH A WRITTEN RECORD.\n\n   ANY INJURY CAUSED BY THE CONTRACTOR OR BY ITS WORKERS TO ECOPETROL'S PERSONNEL OR ANY THIRD PARTIES, OR ANY  DAMAGE CAUSED TO ECOPETROL'S PROPERTY OR ANY THIRD PARTIES, OCCURRING DURING THE EXECUTION OF THE CONTRACT,  OR THOSE DERIVED IN GENERAL FROM THE EXTRA-CONTRACTUAL CIVIL LIABILITY OF THE CONTRACTOR.\n\n   THE IMPAIRMENT OR NORMAL DETERIORATION SUFFERED BY THE GOODS, PROPERTY OR WORKS CARRIED OUT AND COVERED BY  THE POLICY, AS A CONSEQUENCE OF THE MERE PASSING OF TIME.     SECTION III: GENERAL CONDITIONS\n\n   The term of the coverage included in the policy hereof shall be recorded in the front page of the same or through annexes according to the nature  of each of them. The term for the performance coverage under no circumstances shall be less than that term of execution and liquidation of the  contract.     The term may be extended by request from ECOPETROL or the contractor, if so stated. If the insurance company accepts the extension, it will issue  the certificates and annexes recording said amendment subject to the payment of the corresponding premium.\n\n\n\n  11. OTHER COVERAGE\n\n  1. FORCE MAJEURE OR ACTS OF NATURE\n\n  2. AMENDMENTS TO THE ORIGINAL CONTRACT\n\n  3. INJURIES TO PERSONS OR DAMAGE TO PROPERTY\n\n  4. IMPAIRMENT BY THE PASSING OF TIME\n\n  1. TERM\n\n  7\n\n\n\n\n\n   INSURANCE ONLY POLICY OF PERFORMANCE FOR STATE CONTRACTS IN FAVOR OF ECOPETROL S A\n\n   Pursuant to the provisions in article 1077 of the Colombian code of commerce, ECOPETROL shall demonstrate both the occurrence of the incident  as well as the amount of the loss and shall correspond to the insurance company to demonstrate the facts or circumstances waving its  responsibility.     The occurrence of the loss may be accredited as follows:\n\n   By means of an administrative action duly executed stating the expiration of the contract, which shall be notified both to the insurance company as  well as the contractor, pursuant to the provisions of article 44 of the Colombian administrative code.\n\n   By delivery to the insurance company of the decision made ordering the payment of a fine or the penalty clause in accordance with the terms and  conditions of the respective contract being the purpose of the coverage.\n\n   For all contracts entered into by ECOPETROL in all other events in which there is claim under this policy, by delivering to the insurance company  all documents or evidence accrediting the occurrence of the loss and the amount of the damage being the purpose of the claim, pursuant to the  provisions in article 1077 of the code of commerce.\n\n   The amount of the loss may be proved, depending on the case: with the minutes of liquidation of the contract; with the administrative action in  firm of the unilateral liquidation of the contract; with the decision duly justified claiming the payment of a fine or a penalty clause accompanied by  the text of the contract stipulating the enforcement of the same, or by any other means that allows to prove the amount of the loss suffered as  provided in article 1077 of the code of commerce.\n\n   Pursuant to the provision in article 1110 of the code of commerce, the indemnity may be paid in cash, or by replacement, repair or reconstruction of  the goods insured at the option of the insurance company.     If the option is to indemnify with an amount in cash, pursuant to the indications in Article 1080 of the code commerce, this payment shall be made  as follows:     In the case of numeral 2.1 the payment shall be made within the following month after a written communication delivered by ECOPETROL to the  insurance company, accompanied with the corresponding administrative act, duly executed declaring the expiration of the contract and the minutes  of liquidation of the same or a resolution executed adopting its unilateral liquidation.\n\n\n\n  2. LOSS CLAIM\n\n  2.1 IN THE EVENT OF EXPIRATION\n\n  2.2 TO MAKE EFFECTIVE THE PAYMENT OF PENALTY OR THE PENALTY CLAUSE\n\n  2.3 IN ALL OTHER EVENTS\n\n  3. PROVING THE AMOUNT TO BE INDEMNIFIED\n\n  4. PAYMENT OF THE LOSS\n\n  8\n\n\n\n\n\n   INSURANCE ONLY POLICY OF PERFORMANCE FOR STATE CONTRACTS IN FAVOR OF ECOPETROL S A     In the cases of numerals 2.2 and 2.3 payment shall be made within the following month after delivery of the written communication by ECOPETROL  to the insurance company accompanied by the documents proving the occurrence of the loss and the amount of any damage.\n\n   The insurance company's liability in connection with each coverage is limited to the value established as insured amount in the from page or the  annexes issued based on the policy, and shall not exceed in any case said amount, pursuant to the provisions in article 1079 of the code of  commerce.     The amount of the insured value may be reestablished with the express previous acceptance from the insurance company when there is a formal  request by ECOPETROL or the contractor, thus generating an additional premium charge which shall be previously paid by the policyholder.\n\n   If ECOPETROL owes any money to the contractor by virtue of the contract guaranteed at the time of filing the judicial or extrajudicial claim of the  loss, ECOPETROL shall compensate the amounts owed pursuant to the provisions in articles 1714 and the following, of the Colombian civil code,  thus decreasing the amount of indemnity to be paid by the insurance company to ECOPETROL.\n\n   By virtue of the indemnity payment pursuant to article 1096 of the code of commerce and according to article 203 of Decree 663 of 1993 (EOSF)  Code of the Financial System, the insurance company subrogates up to the amount paid by said company on the rights ECOPETROL may be  entitled against the contractor resulting from the occurrence of the loss.\n\n   If by any breaching from the contractor, the insurance company resolves to continue with the execution of the contract and if ECOPETROL is in  agreement, the contractor accepts hereafter the assignment of the contract in favor of the insurance company.\n\n   Pursuant to the provisions in the code of commerce, in case of existence, at the time of the incident or loss, of any other insurance for the same  coverage in connection with the contract thereto, the amount of the indemnity as it may apply shall be distributed between the insurers in  proportion to the amounts of their respective insurance contracts without exceeding the amount insured as set forth in the contract.\n\n\n\n  5. AMOUNT INSURED\n\n  6. COMPENSATION OF OBLIGATIONS\n\n  7. SUBROGATION\n\n  8. ASSIGNMENT OF THE CONTRACT\n\n  9. COEXISTING INSURANCE\n\n  9\n\n\n\n\n\n   INSURANCE ONLY POLICY OF PERFORMANCE FOR STATE CONTRACTS IN FAVOR OF ECOPETROL S A\n\n   The policy hereof shall not expire by failure of payment of the premium and said premium shall not be revocable in a unilateral manner neither by  the insurance company nor by the contractor.\n\n   It is stated for the record that ECOPETROL shall not accept any objections from the insurance company regarding the exceptions or defense  resulting from the conduct of the policyholder, in particular those derived from any inaccuracy or reticence incurred by the contactor in the  contracting of insurance or its omission regarding the duty to report the seriousness of a risk situation, or in general any other exceptions the  insurance company may have against the contractor.\n\n   ECOPETROL shall timely notify the insurance company on any administrative action issued in connection with the guaranteed contract, in  particular those on expiration and unilateral termination of the contract, being the insurance company entitled to file any pertinent legal action  against said administrative actions pursuant to the provisions in the Administrative Code.\n\n   In those cases in which the amount of the contract or the term of the same are increased or decreased, or in general when the stipulations of the  original contract are somehow amended according to the law by the parties, the respective amendment to the insurance as it may apply, must be  previously accepted by the insurance company in order to make it effective.\n\n   When the discussion regarding any breaching of the contract occurs in an arbitration process between ECOPETROL and the contractor, the  insurance company is committed in advance to accept the guarantee call made inside said process.\n\n   The insurance company is entitled to conduct vigilance on the contractor regarding the execution of the contract, and ECOPETROL shall provide  the necessary cooperation. In those cases in which the contract has as a purpose any issues in connection with public order and the national  security, ECOPETROL shall forbid or limit this power to the insurance company.     ECOPETROL makes the commitment to carry out strict control on the development of the contract and the handling of the corresponding funds  and goods within the legal provisions that said control confers.\n\n   If there is any co-insurance as referred to in article 1095 of the code of commerce, the amount of the indemnity, as it may apply, shall be distributed  between the insurers at a pro rate of the amounts of their respective insurance, without solidarity between participating insurers and without  exceeding the amount insured under the insurance contract.\n\n\n\n  10. NO EXPIRATION BY FAILURE OF PAYMENT OF THE PREMIUM AND IRREVOCABILITY\n\n  11. CONDUCT OF THE POLICYHOLDER\n\n  12. NOTIFICATION AND RECOURSES\n\n  13. AMENDMENTS\n\n  14. GUARANTEE CALL\n\n  15. VIGILANCE\n\n  16. CO-INSURANCE\n\n  10\n\n\n\n\n\n   INSURANCE ONLY POLICY OF PERFORMANCE FOR STATE CONTRACTS IN FAVOR OF ECOPETROL S A\n\n   ECOPETROL is obliged to protect its rights in any bankruptcy proceedings as set out in the Colombian legislation in which the contractor may be  admitted, as it may do it if there was no guarantee as provided by the policy hereof, its application certificates and its coverage, giving notice to  the insurance company of said conduct. Any failure to comply with this obligation would cause to ECOPETROL the consequences stipulated in  article 1078 of the code of commerce.\n\n   The time bar for the actions derived from the contract hereof shall be governed pursuant to article 1081 of the code of commerce as added or  amended or any other special applicable law to the case.\n\n   In case of any incongruity or differences between the general and particular conditions of the policy, the latter shall prevail.\n\n   In case of any disputes or conflicts in connection with the interpretation, execution and enforcement of the policy hereof, the parties shall make  their best effort to use the alternative settlement mechanisms as stated in Law 80 of 1993.\n\n   Without prejudice of any proceedings stipulations, for all purposes regarding the contract hereof, the parties establish as a domicile the city of  Bogota D C.\n\n\n\n  17. BANKRUPTCY PROCEEDINGS\n\n  18. TIME BAR\n\n  19. INCOMPATIBLE CLAUSES\n\n  20. SETTLEMENT OF CONFLICTS\n\n  21. DOMICILE\n\n  11\n\n\n\n\n\n   ANNEX 4     SAMPLE STAND-BY LETTER OF CREDIT\n\n\n\n\n\n\n\n\n\n   SAMPLE STAND-BY LETTER OF CREDIT     Letter of Credit No [________]     Place and date of issuance: [_____________]     Nominal Value: US$ [______________]     Issuing Bank: [____________________]     Beneficiary: Ecopetrol S A     Applicant: [_______________________]     By means of this document we are informing to you, Ecopetrol S A (the \"Beneficiary\") that, by request from [________________________] (the  \"Applicant\"), a company created pursuant to the laws of [_______________________], through its branch duly established in Colombia, the  Bank [_________________] (the \"Bank\") that we have issued in favor of Ecopetrol S A, a company incorporated pursuant to the laws of the  Republic of Colombia and with tax ID [______] (the \"Beneficiary\"), this Stand-by Letter of Credit irrevocable at first request (the \"Letter of Credit\")  to ensure payments of up to the nominal value as indicated above (The \"Secured Obligations\").     This Letter of Credit shall be valid from [______] of 20 [ ] until the date of occurrence [ ][ ] calendar days after [ ] of [ ].     It is understood that the Bank's responsibility derived from the Letter of Credit hereof is limited only and exclusively to the amounts and the terms  indicated in the heading of the Letter of Credit.     In case of default by the Applicant of all or any of the Secured Obligations, the Beneficiary shall report said default to the Bank in its offices  located at [_____________________], within the term of the Letter of Credit hereof. On the same date of reception of the referred communication  by the Bank, the Bank shall directly proceed to pay in an unconditional manner to the Beneficiary the amounts indicated in the document reporting  the default to the Beneficiary, without exceeding at any time the total secured value drawn on this Letter of Credit in (i) pesos, the legal currency of  the Republic of Colombia, or (ii) dollars of the United States of America.     If the communication of default previously mentioned is not received within the term of the Letter of Credit hereof, the Bank's responsibility  derived therefrom shall cease.     The communication informing the Bank regarding the default of the Secured Obligations shall consist of a document duly signed by the legal  representative of the Beneficiary or whoever replaces him, stating the default by the Applicant of the Secured Obligations and thus requesting the  payment of the guarantee hereof. Said communication shall indicate the number of this Letter of Credit, and the amount drawn thereto. In case the  Beneficiary decides to use the Letter of Credit in pesos, the legal currency in the Republic of Colombia, the amount of the nominal value of the  Letter of Credit shall be converted at the market representative exchange rate certified by the Superintendence of Finance of Colombia on the date  in which the communication is submitted to the Bank.     This document shall be governed by the International Standby Practices (ISP98) from the International Chamber of Commerce.        1"}]}, {"title": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "NON-COMPETITION AGREEMENT AMENDMENT NO. 1", "answer_start": 62}], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "VIVINT SOLAR, INC.", "answer_start": 177}, {"text": "together with its successors and permitted assigns, \"Vivint Solar\"", "answer_start": 221}, {"text": "Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\".", "answer_start": 390}, {"text": "together with its successors and permitted assigns \"Vivint\"", "answer_start": 328}, {"text": "VIVINT, INC.", "answer_start": 294}], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "August 16, 2017", "answer_start": 145}], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "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\").\"", "answer_start": 2179}], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "VIVINT SOLAR, INC. - NON-COMPETITION AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.1 NON-COMPETITION AGREEMENT AMENDMENT NO. 1   This NON-COMPETITION AGREEMENT AMENDMENT NO. 1 (this \"Amendment\") is entered into as of August 16, 2017, by and between VIVINT SOLAR, INC., a Delaware corporation (together with its successors and permitted assigns, \"Vivint Solar\"), and VIVINT, INC., a Utah corporation (together with its successors and permitted assigns \"Vivint\"). Each of Vivint Solar and Vivint may also be referred to herein individually as a \"Party\", and collectively as the \"Parties\".   RECITALS\n\nWHEREAS, Vivint Solar and Vivint are affiliate business entities, under the common control and ownership of 313 Acquisition, LLC, a Delaware limited liability company.\n\nWHEREAS, the Parties had entered into a Non-Competition Agreement dated September 30, 2014, by and between the Parties (collectively, the \"Non-Competition Agreement\") to set out certain restrictive covenants of each Party.\n\nWHEREAS, the Parties wish to amend the existing obligations under the Non-Competition Agreement.\n\nWHEREAS, the Parties also desire to extend the term of the non-solicitation obligations under the Non-Competition Agreement.\n\nAGREEMENT\n\nNOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:\n\n1. Definitions. Any capitalized term used but not defined in this Amendment will have the meaning set forth for that term in the Non-Competition Agreement or the Master Framework Agreement, dated September 30, 2016, by and between the Parties (the \"Master Framework Agreement\").\n\n2. Non-Competition. Section 2 of the Non-Competition Agreement shall be deleted in its entirety and the other provisions of the Non-Competition Agreement that relate to such Section 2, including, without limitation, Sections 5 and 6, shall be amended hereby to delete the applicable references, and provisions solely applicable to, Section 2, mutatis mutandis.   3. Non-Solicitation. Section 4 of the Non-Competition Agreement is hereby deleted in its entirety and replaced with the following:\n\n\"Term. 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\").\"   4. Continuation. This Amendment will apply and be effective only with respect to the provisions of the Non- Competition Agreement specifically referred to herein. Except as otherwise set forth in this Amendment, the Non-Competition Agreement will continue in full force and effect in accordance with its terms.\n\n1\n\n\n\n\n\n  5. Master Framework Agreement. 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.\n\n[SIGNATURE PAGES FOLLOW]\n\n2\n\n\n\n\n\n  IN WITNESS WHEREOF, the Parties have executed this Non-Competition Agreement Amendment No. 1 as of the date first written above.\n\n\n\nVIVINT SOLAR:     VIVINT SOLAR, INC., a Delaware corporation     By: /s/ David Bywater Name: David Bywater Title: Chief Executive Officer\n\n[SIGNATURE PAGES CONTINUE ON FOLLOWING PAGE]\n\n\n\n[SIGNATURE PAGE]\n\n\n\n\n\nVIVINT:     VIVINT, INC., a Utah corporation     By: /s/ Alex J. Dunn Name: Alex J. Dunn Title: President\n\n[SIGNATURE PAGE]"}]}, {"title": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "Strategic Alliance Agreement", "answer_start": 98}], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Tsinghua Unigroup", "answer_start": 314}, {"text": "ChipMOS TECHNOLOGIES INC.", "answer_start": 222}, {"text": "Tsinghua Unigroup Ltd.", "answer_start": 314}, {"text": "ChipMOS", "answer_start": 222}, {"text": "ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\"", "answer_start": 441}], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "11th day of December, 2015", "answer_start": 161}], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\").", "answer_start": 5145}], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.", "answer_start": 5276}], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "This Agreement shall be governed by, and construed in accordance with the laws of Taiwan.", "answer_start": 6632}], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "Neither Party shall assign any rights or obligations provided herein without the prior written consent of the other Party.", "answer_start": 8067}], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 4.72\n\nConfidential\n\n(Translation, for reference only)\n\nStrategic Alliance Agreement\n\nThis Strategic Alliance Agreement (\"Agreement\") is executed on this 11th day of December, 2015 (\"Execution Date\") by and between ChipMOS TECHNOLOGIES INC., a company incorporated under the laws of Taiwan (\"ChipMOS\"), and Tsinghua Unigroup Ltd. (\"Tsinghua Unigroup\"), a company incorporated under the laws of the People's Republic of China (\"PRC\"). ChipMOS and Tsinghua Unigroup shall collectively be referred to as the \"Parties.\"\n\nWHEREAS, Tsinghua Unigroup actively searches for investment targets which are leading companies in upstream, midstream, or downstream semiconductor industries, provides abundant funds to build strategic cooperation, and jointly shares the growing business opportunities of the semiconductor market in Mainland China; ChipMOS is a leading company engaged in the assembly and testing services of LCD drivers and wafer bumping process technologies.\n\nWHEREAS, ChipMOS and Tsinghua Unigroup will also, on the Execution Date, enter into the Share Subscription Agreement (\"Share Subscription Agreement\"). ChipMOS agrees, according to the terms and conditions of the Share Subscription Agreement, to increase its capital and issue 299,252,000 common shares through private placement (\"Private Placement Shares\") and the Private Placement Shares will be subscribed to by a company over which Tsinghua Unigroup has de facto control (\"Subscriber\"); Tsinghua Unigroup also agrees that such Private Placement Shares be subscribed to by the Subscriber from ChipMOS (\"Transaction\").\n\nWHEREAS, ChipMOS and Tsinghua Unigroup, in order to strengthen their relationship, are going to form a strategic alliance, establish a long-term cooperative relationship, share resources and networks, support each other in the semiconductor industry, and strive for expansion and growth. NOW, THEREFORE, the Parties hereby agree as follows:\n\n  Article 1 Strategic Alliance\n\n1.1 Content of Strategic Alliance and Expected Benefits After the Closing Date (as defined in the Share Subscription Agreement), Tsinghua Unigroup and ChipMOS shall cooperate, expand, strengthen and stabilize the relationship with the related upstream, midstream, and downstream industries engaged in the assembly and testing services of LCD drivers, microelectromechanical systems (MEMS), the Internet of Things (IoT) and Radio Frequency Integrated Circuits (RFIC) and/or wafer bumping services in Mainland China. Tsinghua Unigroup shall also introduce other potential suppliers, customers and business partners in Mainland China to ChipMOS.   - 1 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only)   1.2 Covenants of Parties\n\n(1) Tsinghua Unigroup covenants to follow the Share Subscription Agreement to subscribe for, via the Subscriber, in compliance with the requirements of Taiwan's laws and regulations relating to securities transactions and PRC investment in Taiwan, at the Subscription Price per Share (as defined in the Share Subscription Agreement), 299,252,000 common shares through private placement from ChipMOS, and Tsinghua Unigroup shall comply with, and shall cause the Subscriber to comply with the content of the Share Subscription Agreement, Taiwan's laws and regulations concerning securities transactions and PRC investments in Taiwan so that ChipMOS may make use of the Total Subscription Price (as defined in the Share Subscription Agreement) to replenish operating capital, recruit talents, and upgrade its technologies related to the semiconductor assembly and testing services, to create profits for each of the Parties and its shareholders.\n\n(2) ChipMOS covenants that part or all of the Total Subscription Price shall be used:\n\n  (a) To strengthen research and development, and technologies, and expand production capacity in Taiwan in order to strengthen itsroots in Taiwan, and increase job opportunities.\n\n\n\n(b) To increase the capital of ChipMOS TECHNOLOGIES (Shanghai) LTD. (\"ChipMOS Shanghai\"), and replenish the operating capital of ChipMOS Shanghai, in order to expand ChipMOS and its affiliates' business scale in LCD driver and Specialty Memory IC assembly and testing services and/or wafer bumping services markets, and thus increase ChipMOS' global market share.\n\n  (c) As funds for the merger with ChipMOS TECHNOLOGIES (Bermuda) LTD.\n\n  (d) As funds for the merger and acquisition by ChipMOS of other appropriate targets in the semiconductor industry in Taiwanwhich have similar ideals, share a common goal, and are industrially complimentary.   - 2 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only)   1.3 Implementation of Strategic Alliance Each of the Parties covenants to, after the Closing Date, designate related staff to hold regular meetings to propose a specific plan and schedule in connection with Sections 1.1 and 1.2 herein, perform the specific plan together and review the implementation status. Each Party shall use its reasonable best efforts to provide immediate assistance to, and actively cooperate with, the other Party, to implement this Agreement.\n\n  Article 2 Term of Agreement\n\n2.1 Term of Agreement Except as otherwise provided herein, the term of this Agreement is three (3) years from the Execution Date (\"Cooperation Period\"). The Parties may negotiate for an extension of this Agreement six (6) months before the expiration of the Cooperation Period.\n\n2.2 Early Termination This Agreement may be terminated as follows:\n\n(1) Tsinghua Unigroup and ChipMOS Taiwan terminate this Agreement by mutual agreement in writing;\n\n(2) In the event that Tsinghua Unigroup or ChipMOS materially breaches this Agreement and such breach is incurable, the other Party may immediately terminate this Agreement by giving written notice to the breaching Party; if such breach is curable, this Agreement will be terminated automatically after ten (10) days from the date on which the breaching Party received the written notice given by the other Party, if the breaching Party fails to cure such breach; or\n\n(3) This Agreement shall be simultaneously terminated, rescinded or become invalid upon the termination, rescission, or invalidation of the Share Subscription Agreement.\n\n2.3 Effects of Termination This Agreement shall immediately become void and of no further force and effect after expiration, pursuant to Section 2.1, or termination, pursuant to Section 2.2; provided, however, that Sections 2.2, 2.3, 3.1 and 3.9 shall survive after the termination of this Agreement.   - 3 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only)   Article 3 Miscellaneous\n\n3.1 Governing Law and Jurisdiction This Agreement shall be governed by, and construed in accordance with the laws of Taiwan. The Parties shall first seek to solve any dispute arising out of or related to this Agreement through negotiation. If the Parties fail to solve such dispute through negotiation, each Party shall have the right to issue notice (\"Dispute Notice\") to the other Party, and such Dispute Notice shall include the content of the dispute. If the Parties fail to resolve such dispute amicably through negotiation within sixty (60) days from the date on which a Party issues its Dispute Notice to the other Party, each Party shall have the right to submit such dispute to the Hong Kong International Arbitration Center, and proceed with the arbitration procedures in accordance with the Rules of the International Chamber of Commerce with three (3) arbitrators. Each Party shall each select one (1) arbitrator, and the third arbitrator shall be appointed by the two (2) arbitrators so selected. All language used in such proceedings shall be Mandarin Chinese. The Parties agree to keep the content of the dispute and the proceeding of the arbitration confidential. The arbitration award shall be final and binding on the Parties. The losing Party in such arbitration shall bear all of the costs and expenses related to the arbitration as determined by the arbitrators in such dispute (including attorney's fees).\n\n3.2 Assignment of Rights and Obligations Neither Party shall assign any rights or obligations provided herein without the prior written consent of the other Party.\n\n3.3 Entire Agreement; Amendment This Agreement constitutes the entire agreement between the Parties, and supersedes all prior documents and agreements in connection with the Transaction. Such documents or agreements shall be null and void immediately and cease to be applied. Except as otherwise provided herein, both Parties' consent in writing is necessary to amend, waive, rescind or terminate the Agreement or any terms and conditions.\n\n3.4 Notice All notices and other expression of intent hereunder shall be issued in writing and shall be deemed duly given by registered mail or express delivery or personal delivery to the following address:\n\n  (1) if to ChipMOS:\n\nChipMOS TECHNOLOGIES INC. Representative: Shih-Jye Cheng Address: No. 1, Yanfa 1st Rd., Hsinchu Science Park, Hsinchu, Taiwan   - 4 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only)     (2) if to Tsinghua Unigroup:\n\nTsinghua Unigroup Ltd. Representative: Weiguo Zhao Address: F10 Unis Plaza, Tsinghua Science Park, Haidian District, Beijing, PRC\n\nThe delivery may also be made to another address provided by a Party to the other Party in writing. The notices and other expressions of intent for the purpose of this Agreement shall be deemed received: when delivered by express delivery or personal delivery, at the actual time of receipt; when delivered by mail, at the actual time of receipt or 72 hours after mailing (whichever is earlier).\n\n3.5 No Waiver No omission or delay of either Party to exercise any right, power or remedy herein shall prevent such Party from exercising such right, power or remedy in the future. Any right, power and remedy that either Party enjoys pursuant to this Agreement shall survive, unless the Party expressly waives such right, power or remedy in writing. All rights, powers or remedies which each Party of this Agreement may claim, pursuant to the laws and this Agreement, shall not preclude other rights, powers or remedies that such Party may claim pursuant to the laws or this Agreement.\n\n3.6 Expenses Regarding the expenses arising from this Agreement and the Transaction, each Party shall bear the expenses occurred by it pursuant to the nature of such expenses and the relevant provisions.\n\n3.7 Severability If any provision of this Agreement is held to be illegal, unenforceable or invalid by the judgment or ruling of the court, other provisions herein shall remain in full force and effect.\n\n3.8 Headings and Subheadings The headings and subheadings herein are solely for ease of reference by the Parties, and shall not be used to interpret this Agreement.   - 5 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only)   3.9 Confidentiality The Parties agree that the Parties will not disclose information in connection with the execution, existence, content, and performance of this Agreement to any third party before the Parties have made an announcement to the public pursuant to Section 3.11 of this Agreement. However, the foregoing restriction shall not apply to disclosure made to the board of the directors, management team, and relevant employees who need to know such information, attorneys, accountants, financial counsel, and competent authorities for the purposes of performing this Agreement.\n\n3.10 Actual Performance The Parties acknowledge and agree that if any of the provisions provided herein are not performed in accordance with the specific terms and conditions or are otherwise violated, this will cause irreparable damages for which monetary compensation would not be an adequate remedy. Therefore, the Parties agrees that, in addition to any other remedies available in common law or equity, each Party shall be entitled to seek injunction and other equitable remedies, including the actual performance of the terms and conditions provided herein, and it is not necessary to post any bond or other security.\n\n3.11 Announcement The Parties shall not make an announcement to the public without the consent of the Parties regarding the execution and content of this Agreement and information in connection with the performance of this Agreement, which includes, but is not limited to the disclosure of material information, pursuant to the laws and the content thereof. The Parties shall negotiate and determine whether to make the announcement by press release, press conference or any other method and the content of the announcement. However, in the event that a Party discloses the above-mentioned information pursuant to the laws or requests made in judicial proceedings, and the disclosing Party could not obtain the consent of the other Party in time or the other Party refused to provide its consent without proper reasons after the disclosing Party notified the other Party of such situation, then the disclosing Party may disclose the above-mentioned information.\n\n3.12 Counterparts This Agreement shall be executed in four (4) originals. ChipMOS and Tsinghua Unigroup shall hold two (2) originals each.\n\n[Signature page follows]   - 6 -\n\n\n\n\n\nConfidential\n\n(Translation, for reference only)   This is the signature page for the \"STRATEGIC ALLIANCE AGREEMENT.\"   ChipMOS TECHNOLOGIES INC.     Tsinghua Unigroup Ltd.\n\nBy:   /s/ Shih-Jye Cheng     By:   /s/ Weiguo Zhao Name:  Shih-Jye Cheng     Name:  Weiguo Zhao Title:   Chairman     Title:   Chairman   - 7 -"}]}, {"title": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "DISTRIBUTION AND DEVELOPMENT AGREEMENT", "answer_start": 106392}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Sekisui Diagnostics, LLC and its Affiliates", "answer_start": 174}, {"text": "Sekisui", "answer_start": 174}, {"text": "Qualigen, Inc. and its Affiliates", "answer_start": 348}, {"text": "Qualigen", "answer_start": 348}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "May 1, 2016", "answer_start": 147}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "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\").", "answer_start": 9042}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 9234}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [{"text": "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", "answer_start": 9234}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 94573}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [{"text": "Qualigen hereby appoints Sekisui, and Sekisui accepts the appointment to act on an exclusive basis pursuant to the terms and conditions of this Agreement, as a distributor for the sale of the Products in the Territory.", "answer_start": 7996}, {"text": "Sekisui shall purchase the Products exclusively from Qualigen, and Qualigen shall supply the Products exclusively to Sekisui, in each case for the Territory.", "answer_start": 8408}, {"text": "Qualigen shall supply Sekisui with all of Sekisui's commercial requirements for the Product in the Applicable Markets.", "answer_start": 10843}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [{"text": "However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers", "answer_start": 10534}, {"text": "Sekisui shall not, and shall cause its subdistributors not to, market, rent or sell any Products to the Qualigen Retained Customers. 3. Supply;", "answer_start": 10679}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": false}, {"answers": [], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "Sekisui may terminate this Agreement upon prior written notice", "answer_start": 86618}, {"text": "at any other time upon ninety (90) days' prior written notice of impending termination.", "answer_start": 86844}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [{"text": "In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below).", "answer_start": 46976}, {"text": "If the parties do not mutually agree to the terms of such potential acquisition within the Negotiation Period then the Exclusivity Period shall end and, subject to Sekisui's Right of First Refusal, Qualigen shall be free to negotiate the terms of a Sale Transaction with any Third Party.", "answer_start": 48204}, {"text": "Qualigen shall provide Sekisui with at least 30 days prior written notice and access to all due diligence materials provided to any potential acquirer, such 30 day period to commence upon the notification to Sekisui that Qualigen's board of directors has approved such Proposed Sale Transaction (as set forth in a term sheet or draft definitive agreement provided to Sekisui), subject to Sekisui's Right of First Refusal.", "answer_start": 48714}, {"text": "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\").", "answer_start": 48521}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": false}, {"answers": [], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 89842}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 17477}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "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).", "answer_start": 10962}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [{"text": "In the event that Qualigen elects not to prosecute or maintain in a particular Applicable Market country any Patent Rights in the jointly developed Development IP (the \"Abandoned Joint IP\"), Sekisui may elect to prosecute such Abandoned Joint IP in such particular Applicable Market country, in which case the Patent Rights for such Abandoned Joint IP in such particular in Applicable Market country shall be owned solely by Sekisui.", "answer_start": 45349}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 43743}, {"text": "In the event that Qualigen elects not to prosecute or maintain in a particular Applicable Market country any Patent Rights in the jointly developed Development IP (the \"Abandoned Joint IP\"), Sekisui may elect to prosecute such Abandoned Joint IP in such particular Applicable Market country, in which case the Patent Rights for such Abandoned Joint IP in such particular in Applicable Market country shall be owned solely by Sekisui.", "answer_start": 45349}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 82496}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "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. 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.", "answer_start": 23930}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "If Qualigen does not pass such audit and the reasons for such failure can be remedied within a reasonable period of time (which shall not be less than sixty (60) days), then Sekisui shall provide Qualigen with a list of proposed remedial action items and a proposed timeframe within which to accomplish such action items", "answer_start": 31064}, {"text": "Any new facility proposed to be used by Qualigen in manufacturing any Product shall be subject to a new and separate audit by Sekisui personnel in accordance with Quality Systems Regulations (QSR), as well as ISO 13485.", "answer_start": 30044}, {"text": "As scheduled, Sekisui may perform an audit during reasonable business hours to confirm ongoing compliance with the Quality System Regulations and confirm adequate process controls", "answer_start": 31944}, {"text": "Sekisui shall notify Qualigen at least one month in advance of a planned audit and Qualigen shall make reasonable efforts to accommodate the desired schedule.", "answer_start": 32125}, {"text": "As part of Sekisui's supplier approval program, Sekisui will have the option to perform an audit (applying Sekisui's standard supplier criteria for qualification as an \"Approved Supplier\") at Qualigen's Carlsbad, California manufacturing facility annually and at each relocated manufacturing facility at which Qualigen will manufacture the Products within sixty (60) days of Qualigen's notice to Sekisui of the relocation of such manufacturing facility.", "answer_start": 30481}, {"text": "Qualigen shall provide Sekisui with copies of any Product test records requested or Sekisui may audit Qualigen to review the Product test records.", "answer_start": 15104}, {"text": "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", "answer_start": 31386}, {"text": "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.", "answer_start": 85104}, {"text": "7.2.3. as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); 7.2.4. as soon as practicable, but in any event within forty five (45) days after the end of each quarter of each fiscal year of Qualigen, a progress report setting forth Qualigen's business results and progress against the Development Plan; and 7.2.5. as soon as practicable, but in any event no later than sixty (60) days before the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and income statements.", "answer_start": 42179}, {"text": "Qualigen shall deliver to Sekisui: 7.2.1. as soon as practicable, but in any event within one-hundred eighty (180) days after the end of each fiscal year of Qualigen (i) a balance sheet as of the end of such year, (ii) a statement of income for such year, and (iii) a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in Qualigen's budget for such year, with an explanation of any material differences between such amounts, all such financial statements in the form of a compilation prepared by independent public accountants; 7.2.2. as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each fiscal year of Qualigen, an unaudited statement of income for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);", "answer_start": 41020}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [{"text": "In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date.", "answer_start": 50040}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": false}, {"answers": [{"text": "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\").", "answer_start": 54275}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": false}, {"answers": [{"text": "Workers' Compensation and Employer's Liability Insurance - With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee.", "answer_start": 67584}, {"text": "Qualigen, at its own expense, shall procure and maintain during the Term, insurance policies with the minimum coverages set forth below (\"Insurance\").", "answer_start": 66704}, {"text": "All Qualigen's Insurance shall be placed with an insurer that (a) has an A.M. Best rating of A- or better or (b) is a qualified self- insurance program that is approved by Sekisui.", "answer_start": 67902}, {"text": "Sekisui shall be named as an additional insured with respect to the Insurance.", "answer_start": 66855}, {"text": "Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage.", "answer_start": 67226}, {"text": "The Insurance shall be primary for all purposes to other insurance coverage, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, without recourse to or contribution from any Sekisui-owned coverage.", "answer_start": 66934}, {"text": "insurance program that is approved by Sekisui. Qualigen shall provide Sekisui, upon request, with written evidence of the Insurance, including where it is provided through qualified self-insurance.", "answer_start": 68036}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 45857}], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.54 DISTRIBUTION AND DEVELOPMENT AGREEMENT This Distribution and Development Agreement (this \"Agreement\") is made and entered into as of May 1, 2016 by and between Sekisui Diagnostics, LLC and its Affiliates, a Delaware limited liability company with principal offices at 4 Hartwell Place, Lexington, Massachusetts 02421 (\"Sekisui\"), and 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\"). WHEREAS, Qualigen is engaged in the manufacture, supply and development of certain clinical rapid diagnostic test devices and controls; and WHEREAS, Qualigen wishes to appoint Sekisui as its exclusive distributor for such products in the Territory (as defined below); and WHEREAS, Sekisui wishes to be appointed as the exclusive distributor of such products and to fund the development of certain future products. NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows: 1. Definitions 1.1. Adverse Event shall mean an incident in which the Product was alleged to have caused or contributed to the death or serious injury of a patient or operator and would require submitting a Medical Devices Report to the FDA (as hereinafter defined) as per 21 CFR 803, or a similar report to a Competent Authority (as hereinafter defined) as per Vigilance Guidance MEDDEV 2.12-1. 1.2. Affiliate shall mean, (i) with respect to Qualigen, any corporation or other form of business organization, which directly or indirectly owns, controls, is controlled by, or is under common control with Qualigen, and (ii), with respect to Sekisui, shall mean Sekisui Diagnostics (UK) Ltd., Sekisui Diagnostics PEI, Inc., SEKISUI MEDICAL CO., LTD., and Sekisui Diagnostics GmbH. An entity shall be regarded as being in control of another entity if the former entity has the direct or indirect power to vote more than fifty percent (50%) of the outstanding voting securities (or other ownership interest for a business organization other than a corporation) of that entity, or the direct or indirect ability to direct or cause the direction of the general management and policies of the other entity. 1.3. Applicable Markets shall mean the United States, Canada, the European Union, Japan and other additional geographies that are added from time to time at the request of Sekisui, but only to the extent that it is commercially reasonable for Qualigen to expand to such additional geographies. 1.4. Available Margin is defined on Exhibit A. 1.5. Business Plan shall mean the business plan attached as Exhibit B hereto, which business plan may be amended from time to time by mutual agreement of Qualigen and Sekisui. 1.6. COGS is defined on Exhibit A.\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n1.7. Competent Authority shall mean the governmental authority in a member state of the European Union which has competence in relation to the Products. 1.8. Development Plan shall mean the development plan attached as Exhibit C hereto, which development plan may be amended from time to time by mutual agreement of Qualigen and Sekisui. 1.9. Effective Date shall mean May 1, 2016. 1.10. European Union shall mean the countries in Europe that are under the CE mark regulatory regime. 1.11. Exclusivity Period shall mean the period from the Effective Date until December 31, 2018. 1.12. FDA shall mean the U.S. Food and Drug Administration or any successor agency. 1.13. Health Canada shall mean the department of the government of Canada with responsibility for national public health. 1.14. Intellectual Property Rights means all intellectual property rights in any jurisdiction worldwide, including, without limitation: (a) Patent Rights; (b) rights associated with works of authorship including copyrights, copyright applications, and copyright registrations; (c) rights relating to the protection of trade secrets, know-how or confidential information; and (d) rights in any trade names, trademarks, service marks, domain names, logos, trade dress and brand features. 1.15. Net Revenue is defined on Exhibit A. 1.16. Patent Rights means all patents, patent applications and inventions on which patent applications are filed and all patents issuing therefrom worldwide, together with any extensions, registrations, confirmations, reissues, continuations, divisionals, continuations- in-part, re-examination certificates, substitutions or renewals, supplemental protection certificates, term extensions (under applicable patent law or other law), provisional rights and certificates of inventions. 1.17. Potentially Serious Complaint shall mean any information coming to the notice of Qualigen or Sekisui which might relate to a Serious Incident (as hereinafter defined), or to a significant lapse in the quality of the Products, or might lead to significant adverse public or media comment, or otherwise significantly, adversely affect the reputation or business of Sekisui or Qualigen. 1.18. Products shall mean all of Qualigen's current and future products, including without limitation those listed on Exhibit D, for sale under the trade names listed with such products, including any improvements thereto. 1.19. Qualigen Retained Customers shall mean certain of Qualigen's existing direct sales customers, all as listed on Exhibit E. 1.20. Regulatory Approval shall mean the approval of the applicable Regulatory Authority required for the promotion, marketing, distribution and/or sale of the Products in any territory in which they are being sold, including any Product registration or license, and any supplement, amendment or variation thereto, required before the commencement of commercial sales of the Products in such territory, and export and import approvals for the Products. 2\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n1.21. Regulatory Authorities shall mean the FDA, each Competent Authority, Health Canada and the Japanese Pharmaceuticals and Medical Devices Agency. 1.22. Revenue Affiliate shall mean any entity of which Sekisui has the direct or indirect power to vote more than fifty percent (50%) of the outstanding voting securities (or other ownership interest for a business organization other than a corporation) of that entity, or the direct or indirect ability to direct or cause the direction of the general management and policies of that entity. 1.23. Sale Transaction shall mean (i) any transaction in which Qualigen, Qualigen's business or control of Qualigen is acquired, (ii) any license, sale, lease, transfer, or other disposition, in a single transaction or series of related transactions, of all or substantially all of Qualigen's assets other than in the ordinary course of business, (iii) any sale of a majority of the outstanding shares of capital stock of Qualigen, (iv) any sale or license of any rights to any Qualigen products, now or hereafter existing, other than in the ordinary course of business, (v) any liquidation or dissolution of Qualigen, (vi) any similar transaction resulting in a change of control of Qualigen, or (vii) any of the foregoing with respect to any now or hereafter existing subsidiary of Qualigen which holds, on a consolidated basis, all or substantially all of Qualigen's assets (i.e., of the assets of Qualigen and all its Affiliates considered together). 1.24. Serious Incident shall mean an incident involving the Products, which is reportable to a Competent Authority and as defined in Section 5 of Annex III of the IVD Directive, and the European Commission Medical Devices Vigilance Guidelines 2.12-1 or such other Guidelines as may be issued from time to time. 1.25. Territory shall mean worldwide excluding Qualigen Retained Customers. 1.26. Third Party shall mean a party other than Sekisui or Qualigen or any Affiliate of Sekisui or Qualigen. 2. Appointment and Term 2.1. Appointment. Qualigen hereby appoints Sekisui, and Sekisui accepts the appointment to act on an exclusive basis pursuant to the terms and conditions of this Agreement, as a distributor for the sale of the Products in the Territory. Sekisui shall be permitted to appoint sub-distributors in the Territory (including any current Qualigen distributors) with the approval of Qualigen, not to be unreasonably withheld or delayed. Sekisui shall purchase the Products exclusively from Qualigen, and Qualigen shall supply the Products exclusively to Sekisui, in each case for the Territory. Qualigen shall assign to Sekisui Qualigen's agreements with Qualigen's current distributors (such that such current Qualigen distributors shall become Sekisui subdistributors), each of which is set forth on Schedule 2.1 hereto; if any of such agreements do not allow such assignment and the current distributor declines to consent to such an assignment to Sekisui, Qualigen shall (if Sekisui so requests) act pursuant to such agreement to terminate such agreement. 2.2. Term. 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\"). 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. References in this Agreement to \"Term\" shall be deemed to include the initial five (5) year term as well as a reduction or extension of that time period that may occur as a result of the provision of this Section 0 or the provisions of Section 14. 3\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n2.3. Customer Product Rentals. All instruments placed with customers under a rental program during the Term shall be owned by Sekisui (\"Sekisui Instruments\"), while Qualigen shall retain ownership of instruments placed with customers under a rental program before the execution of this Agreement (\"Qualigen Instruments\") and any instruments (including FastPack\u00ae 2.0) placed by Qualigen to the Qualigen Retained Customers. 2.4. Qualigen Retained Customers. 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. However, Qualigen shall not engage any distributors (whether exclusive or non-exclusive) other than Sekisui for the Qualigen Retained Customers. Sekisui shall not, and shall cause its subdistributors not to, market, rent or sell any Products to the Qualigen Retained Customers. 3. Supply; Orders 3.1. Supply. Qualigen shall supply Sekisui with all of Sekisui's commercial requirements for the Product in the Applicable Markets. 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). Qualigen shall use reasonable efforts to assure that the Products, as manufactured by Qualigen, conform to the applicable product specifications and requirements of the Regulatory Authorities in, and are manufactured in accordance with all Regulatory Approvals, laws and regulations applicable to the Products in the Applicable Markets. Qualigen shall maintain the necessary records to comply with all Regulatory Approvals and other applicable rules and regulations in the Applicable Markets. 3.2. Forecast. Sekisui shall submit to Qualigen by the fifth day of each calendar month a rolling twelve (12) month (month-by-month) forecast of the quantity of each Product that Sekisui anticipates selling during the following twelve (12) months (the \"Forecast\"). As to Reagent Kits each respective Forecast shall represent reasonable estimates to be used for planning and inventory stocking purposes as indicated in Exhibit D, and shall not be binding on Sekisui; provided, however, that as to Instruments the quantities for each of the first three months of each respective Forecast shall be deemed to constitute and shall constitute firm, binding orders for such quantities of Instruments in such respective months (but in no event for a lesser quantity for a month than the quantity for such month which, pursuant to an earlier Forecast, had already become a firm, binding order). 4\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n3.3. Orders. Orders shall be processed as set forth in Exhibit F. Each purchase order shall be governed by the terms and conditions of this Agreement (regardless of whether such purchase order references the Agreement). Sekisui shall be allowed to, for convenience, document its purchase orders by using Sekisui's standard form of purchase order, but in no event shall anything in such purchase order vary, contradict or augment the terms of this Agreement, and the parties agree that any \"preprinted\" provisions in the purchase orders shall, if they are inconsistent with or additive to this Agreement, simply be disregarded and shall be deemed inapplicable and/or rejected (regardless of acceptance, performance or apparent acquiescence, none of which shall constitute or be construed to constitute Qualigen's or Sekisui's consent to or recognition of terms, conditions or provisions that are different from or are not contained in this Agreement), unless in a separate and nonboilerplate agreement which expressly identifies and waives this Section 3.3 Qualigen agrees to accept such \"preprinted\" term. Similarly, Qualigen shall be allowed to, for convenience, document its acknowledgements, confirmations and similar instruments by using Qualigen's standard form of acknowledgement, confirmation and similar instruments, but in no event shall anything in such acknowledgements, confirmations and similar instruments vary, contradict or augment the terms of this Agreement, and the Parties agree that any \"preprinted\" provisions in the acknowledgements, confirmations and similar instruments shall, if they are inconsistent with or additive to this Agreement, simply be disregarded and be deemed inapplicable and/or rejected (regardless of acceptance, performance or apparent acquiescence, none of which shall constitute or be construed to constitute Qualigen's or Sekisui's consent to or recognition of terms, conditions or provisions that are different from or are not contained in this Agreement), unless in a separate and nonboilerplate agreement which expressly identifies and waives this Section 3.3 Sekisui agrees to accept such \"preprinted\" term. 3.4. Product Records. Qualigen shall test or cause to be tested each lot of Product purchased by Sekisui. Qualigen shall provide Sekisui with copies of any Product test records requested or Sekisui may audit Qualigen to review the Product test records. 3.5. No Alterations or Mishandling. Sekisui shall not, and shall also cause its subdistributors not to, alter or modify (or add to or subtract from) in any way any Products delivered by Qualigen hereunder. Sekisui shall, and shall also cause its subdistributors to, handle, store and transport the Products in accordance with Qualigen's guidelines and shall not, and shall also cause its subdistributors not to, subject such Products to abuse, mishandling or unusual physical, thermal, chemical or electrical stress or sell any Product after its expiration date. 3.6. Packaging and Labeling. The Products shall be delivered by Qualigen, and Sekisui shall cause the Products to be delivered to end users, in Qualigen packaging and with Qualigen labeling, all as intended to be received by the end user. Such packaging and labeling (and the Products themselves) (and \"product inserts,\" which Qualigen may provide online so long as it is done in compliance with all legal requirements of the applicable jurisdiction) shall include such Qualigen trade names, brand names, trademarks and logos (and patent notices) as Qualigen shall select and with such size, colors, positioning and prominence as Qualigen shall select in its sole discretion, and shall not include any Sekisui trade names, brand names, trademarks or logos (except that, if so required by applicable law, Qualigen shall include a statement that Sekisui is the distributor and/or that Sekisui is the importer). Sekisui shall not imprint or affix any of its (or any non-Qualigen person's) trade names, brand names, trademarks or logos to any Product or its packaging or labeling, and shall also cause its subdistributors not to do so. Sekisui shall not deface, cover, obscure, erase, alter or remove any Qualigen trade names, brand names, trademarks or logos (or patent notices) applied by Qualigen to the Products or to the Products' packaging or labeling, and shall also cause its subdistributors not to do so. 5\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n4. Price, Shipment and Payment 4.1. Price. The price that Sekisui shall pay for the Products shall be established separately for the Reagent Kits and for the products other than Reagent Kits. 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. 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. The initial prices Sekisui agrees to pay for the respective Products for the first such prospective \"six month period\" (in this instance actually a five month period: May-September 2016) shall be fixed (subject to a later lookback true up) in the manner set forth in Exhibit D. Thereafter such prices shall be revisited and recalculated (prospectively) every six months in the manner set forth in Exhibit D (i.e., for purposes of such calculations for establishing the new prospective prices for the reagent products, the applicable Net Revenue, COGS and Available Margin shall be the Net Revenue, COGS and Available Margin for the applicable historical 6-month period as defined in Exhibit D). In addition, on a semi-annual basis, such amount shall be reviewed based on the actual Net Revenue, COGS and Available Margin for the 6 months then ended. In the event that such review results in a difference from the intended share of Available Margin between the Parties as contemplated above, the Parties shall make a true up payment between them in order to compensate for such overpayment or shortfall, all as provided in Exhibit D. Any true-up payments shall be paid by the applicable Party within 30 days of the receipt of an invoice for the agreed to true up amount. Sekisui shall set the customer selling prices in good faith and in a commercially reasonable manner. 4.2. Shipment. The shipment of orders to Sekisui's customers shall be subject to the ability of Sekisui and Qualigen to obtain all required licenses and permits then in effect. Qualigen agrees (i) to assist Sekisui in obtaining such required licenses or permits, (ii) to comply with all Regulatory Approvals in, including all approvals and licenses necessary to import the Product into, the Applicable Markets, and (iii) to maintain the necessary records to comply with all Regulatory Approvals and other applicable rules and regulations in the Applicable Markets. Qualigen shall not be subject to unreasonable requests for assistance in applying for Regulatory Approvals such as providing original or proprietary documents, submitting free product samples or extensive translations. All Product ordered by Sekisui's customers shall be suitably packed for shipment and storage by Qualigen on behalf of Sekisui in accordance with Qualigen's standard commercial shipping practices. Each order shall be shipped as designated by Sekisui's customers in the order. If the carrier noted on the Sekisui customer's purchase order is not available, or if the purchase order does not designate a carrier, then Sekisui shall select the mode of shipment or, if Sekisui does not select the mode of shipment, Qualigen shall select the mode of shipment. Qualigen's responsibility shall be to deposit the ordered goods with the designated carrier within the shipping periods specified, and Qualigen shall not be liable for late delivery if so accomplished. 4.3. Delivery Terms. Qualigen shall deliver Products ordered by Sekisui, FCA (Incoterms 2010) Qualigen's facility in Carlsbad, California. Title to Products ordered by Sekisui shall pass to Sekisui upon delivery to the designated Sekisui storeroom at Qualigen's facility. While held at the Sekisui storeroom, any physical inventory loss will be the responsibility of Qualigen. Sekisui undertakes that all Sekisui inventory of Products shall be kept at such designated Sekisui storeroom at Qualigen's facility, until resale to Sekisui's customers. 6\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n4.4. Sales Expense; Business Plan. For the avoidance of doubt, Sekisui shall be responsible for all sales and related sales expense except for Qualigen Retained Customers. The Business Plan sets forth Sekisui's plans for the sale and distribution of the Products, including target budget and resource allocations for the marketing and sales of the Products and estimated forecasts of sales to customers. Sekisui shall in good faith use commercially reasonable efforts, in conformance with good commercial practice and standards, government regulations and other applicable requirements, to promote, market and sell the Products, to execute the Business Plan and to achieve its objectives. Except as set forth in Section 3.2, such forecasts and budgets are intended for guidance purposes only and are not binding obligations. Sekisui shall be responsible for bad debt (customer nonpayment) and credit card merchant fees and expenses. 4.5. Financing Payments; Development Plan. In addition to the payments for the purchase of Products set forth in Section 4.1 above, in connection with this Agreement and in furtherance of the Development Plan, Sekisui shall provide to Qualigen up to $6,200,000 of financing in accordance with the timing and other provisions of the Development Plan and the achievement of the applicable milestones set forth therein (the \"Financing Payments\"). All such Financing Payments shall be used in accordance with the Development Plan and shall be non-refundable once paid, other than as set off in connection with a Sale Transaction as further described below. Time is of the essence for the payment by Sekisui of the resulting Financing Payments upon confirmation of achievement by Qualigen of the respective Development Plan milestones as set forth in Section 6.2 and the Development Plan. 4.6. Personnel Matters. 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. Such offers of employment are subject to Sekisui's employment policies, including the successful completion of customary background checks, and are not a guarantee of ongoing employment. 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. 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. 4.7. Invoice Terms. Sekisui shall pay for each Product sold by Qualigen within 30 days after Sekisui has received the applicable invoice from Qualigen. 4.8. Marketing Claims. Sekisui covenants to Qualigen that Sekisui will not make any written or oral representation or marketing claim (either formal or informal) about any Product's capabilities or characteristics other than those representations and claims that are fully and directly supported by factual materials provided by Qualigen to Sekisui. Sekisui shall not make any false or misleading representations to customers or others regarding Qualigen or the Products. Sekisui shall not make any representations, warranties or guarantees with respect to the specifications, features or capabilities of the Products that are not contained within Qualigen's documentation accompanying the Products or Qualigen's literature describing the Products, including Qualigen's standard limited warranty and disclaimers. 7\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n4.9. Taxes. Qualigen's stated Product prices do not include any foreign, federal, state or local sales taxes that may be applicable to the Products, but in the event that such sales taxes are applicable and Qualigen has the legal obligation to collect such sales taxes (or are sales taxes imposed on a seller), Qualigen shall be entitled to add to its invoice the amount of such sales taxes and Sekisui shall pay such amount unless Sekisui provides Qualigen with a valid tax exemption certificate authorized by the appropriate taxing authority. As between the Parties, all customs duties shall be the responsibility of Sekisui, and all duty expenses will be included as an element of COGS as referenced in Exhibit A and will be included as part of the Actual Margin True-Up as defined in Exhibit D. The parties agree to cooperate with one another and use reasonable efforts to avoid or reduce tax withholding or similar obligations in respect of Financing Payments, Product purchase payments, and other payments made by Sekisui to Qualigen under this Agreement. To the extent Sekisui is required to withhold taxes on any payment to Qualigen, Sekisui shall pay the amounts of such taxes to the proper governmental authority in a timely manner and promptly transmit to Qualigen evidence of such payment and/or an official tax certificate, or such other evidence as Qualigen may reasonably request, to establish that such taxes have been paid. Qualigen shall provide Sekisui any tax forms that may be reasonably necessary in order for Sekisui to not withhold tax or to withhold tax at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with reasonable assistance to enable the recovery, as permitted by applicable law, of withholding taxes, value added taxes, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or value added tax. 4.9.1. Medical Device Tax. The party responsible for paying any applicable medical device excise tax pursuant to Section 4191 of the U.S. Internal Revenue Code or any successor thereto will be as determined under such tax provisions. If any, such medical device excise tax will be treated as a cost element to be included in COGS as referenced in Exhibit A. 4.10. Interest. Accrual and payment of interest shall not be deemed to excuse or cure breaches of contract arising from late payment or nonpayment. Cumulative with and not exclusive of any and all other available remedies, payments that are more than 30 days past due hereunder, and which are not otherwise subject to a good faith dispute, shall accrue interest, from the due date until paid, at an annual rate equal to the prime rate, as reported in The Wall Street Journal, Eastern U.S. Edition, on the date such payment is due, plus an additional 200 basis points (2%). 4.11. Currency. All invoices under this Agreement shall be paid in United States dollars. 5. Manufacturing and Quality Assurance 5.1. Manufacturing Conformance. Qualigen represents and warrants that it shall manufacture all Products in accordance with the applicable product specifications and all applicable federal, state and local laws, regulations, and guidelines. Qualigen represents and warrants that no Product delivered by Qualigen under this Agreement will be adulterated or misbranded within the meaning of 21 U.S.C. Sections 351-352, or within the meaning of any other applicable law as such laws are constituted and effective at the time of such shipment or delivery. Qualigen shall maintain appropriate certification status and compliance with the FDA's Quality System Regulation, the Directive of 27 October 1998 on In Vitro Diagnostic Medical Devices (IVDD) and/or all other applicable regulations. Upon request, Qualigen shall furnish to Sekisui any such information required to enable Sekisui to comply with all applicable regulations and standards that pertain to distributors for the Products. 5.2. Manufacturing Changes. Qualigen shall notify Sekisui in writing no less than 3 months prior to any material changes which affect (i) the form, fit or function of any Products, or (ii) the labeling or regulatory status of the Products in any of the Applicable Markets. 5.3. Manufacturing Site. During the Term, Qualigen shall manufacture all Products using Qualigen's facilities located in Carlsbad, California. Qualigen shall give at least six (6) months prior written notice to Sekisui of any proposed relocation of the manufacturing of any Product. Any new facility proposed to be used by Qualigen in manufacturing any Product shall be subject to a new and separate audit by Sekisui personnel in accordance with Quality Systems Regulations (QSR), as well as ISO 13485. 8\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n5.4. Approved Supplier. It is acknowledged that Qualigen is an \"Approved Supplier\" as to Products manufactured at Qualigen's Carlsbad, California facility. As part of Sekisui's supplier approval program, Sekisui will have the option to perform an audit (applying Sekisui's standard supplier criteria for qualification as an \"Approved Supplier\") at Qualigen's Carlsbad, California manufacturing facility annually and at each relocated manufacturing facility at which Qualigen will manufacture the Products within sixty (60) days of Qualigen's notice to Sekisui of the relocation of such manufacturing facility. Within thirty (30) days after the completion of an audit, Sekisui shall inform Qualigen in writing of the results of such audit. If Qualigen does not pass such audit and the reasons for such failure can be remedied within a reasonable period of time (which shall not be less than sixty (60) days), then Sekisui shall provide Qualigen with a list of proposed remedial action items and a proposed timeframe within which to accomplish such action items. 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. As scheduled, Sekisui may perform an audit during reasonable business hours to confirm ongoing compliance with the Quality System Regulations and confirm adequate process controls. Sekisui shall notify Qualigen at least one month in advance of a planned audit and Qualigen shall make reasonable efforts to accommodate the desired schedule. Sekisui further agrees that any information obtained from Qualigen or its Affiliates or agents in connection with any such audit shall be deemed Qualigen Confidential Information and subject to the provisions of Section 13 of this Agreement. 5.5. Technical Support. Qualigen shall provide to Sekisui and its customers commercially reasonable technical support (i) for the promotion, sale, after-sale service and support of Products sold in the Territory pursuant to this Agreement; (ii) in connection with any customer inquiries or complaints and (iii) in connection with interactions with the Regulatory Authorities. Qualigen shall be responsible for the management and costs of all such service. Qualigen shall be entitled to charge customers for, and to retain, commercially reasonable fees for service and support of out-of-warranty Instruments. 5.6. Trade Compliance. Upon execution of this Agreement, Qualigen, with Sekisui's assistance, shall provide to Sekisui the Export Commodity Control Number (ECCN) and Harmonized Tariff Codes (HTS), Country of Origin (COO), Trade Agreement Act (TAA) and Buy America Act (BAA) determinations or other relevant information for any Product supplied to Sekisui pursuant to this Agreement. 9\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n5.7. REACH and RoHS Compliance. If any Product supplied by Qualigen is manufactured in or imported into the European Union, Qualigen shall, at its sole cost and expense, comply with applicable requirements under Regulation (EC) 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (\"REACH\"), and Directive 2011/65/EC concerning the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (\"RoHS\"), each as may be amended from time to time. Upon reasonable request, Qualigen shall provide reasonable proof of compliance with REACH and RoHS, including any registration, communication, safety data sheet, chemical report, or technical or other supporting documentation. Qualigen represents and certifies that it has gathered, or will gather, the compliance documentation information with appropriate methods to ensure its accuracy and that such information is true, correct and complete to the best of its knowledge and belief as of the date that Qualigen provides its declaration. Qualigen acknowledges that Sekisui will rely on this certification in determining the compliance of the Products with REACH and RoHS. Sekisui acknowledges that Qualigen may have relied on information provided by Third Parties in completing its compliance review, and that Qualigen may not have independently verified such information, provided that Qualigen has conducted appropriate due diligence and its reliance on such Third Parties is reasonable and that Qualigen has no reason to question the reliability of such Third Parties' information and certifications. Qualigen-controlled manufacturing processes shall be in compliance with REACH and RoHS in that they do not add any substances to the resultant Product to the extent currently prohibited by REACH and RoHS. Based upon the information supplied by Third Parties along with Qualigen's knowledge of its own manufacturing processes, Qualigen will certify that, to the best of its knowledge, each of the Products identified in any certification is in compliance with the substance restrictions of REACH and RoHS or is exempt from REACH and RoHS, unless Qualigen has advised Sekisui in advance that any Product or any material incorporated into, or used to produce, any Product (\"Material\") do not comply with REACH or RoHS. Qualigen has processes in place to ensure proper control of Materials declarations, and segregation of ROHS- compliant and non-compliant Material within Qualigen's manufacturing processes. Qualigen shall maintain REACH and RoHS records and compliance documentation for the amount of time required under REACH or RoHS. Qualigen and Sekisui agree to promptly notify each other if either learns of any developments relating to REACH or RoHS that might impact Sekisui's ability to use any Product or place it on the market in the European Union. Qualigen agrees to notify Sekisui promptly: (1) if there are changes to the REACH registration relevant to the Product; (2) if any of the substances, preparations, or substances in articles purchased by Sekisui meet the criteria referred to in Art. 57 of REACH or are on the candidate list for eventual inclusion in Annex XIV of REACH; (3) if a REACH registration has been rejected by the European Chemicals Agency (ECHA); or (4) of any other development relating to any Product's status under REACH or RoHS where such development might affect Sekisui's ability to use any Product or to place it on the market in the European Union. 6. Management Committee 6.1. Management Committee. Each Party shall, within five (5) business days after the Effective Date, designate four (4) representatives, at least one of whom shall have sufficient authority to enable him or her to make decisions on behalf of the Party he or she represents, to comprise the management committee (the \"Management Committee\") overseeing the implementation and revision of the Business Plan and Development Plan. Each Party shall (A) promptly notify the other Party in writing of any change in its appointed representatives; and (B) be solely responsible for all travel-related costs and expenses for its respective representatives to attend meetings or to otherwise participate in, or carry out its obligations under, the Management Committee. The Qualigen representatives on the Management Committee shall initially be Paul Rosinack, Michael Poirier, Chris Lotz and Shishir Sinha. The Sekisui representatives on the Management Committee shall initially be Bob Schruender, Lee Lipski, Alan Bauer and Tom Cummins. 10\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n6.2. Meetings. The Management Committee shall be responsible for: (A) meeting quarterly unless otherwise specified in writing by the Parties (in person or via phone/webmeeting) to monitor, review, and discuss the progress under the Business Plan and Development Plan; (B) resolving disputes or disagreements between the Parties with respect to the implementation of the Business Plan and Development Plan; (C) coordinating the exchange of information between the Parties in connection with the activities contemplated by the Business Plan, the Development Plan and this Agreement; (D) confirming the achievement of any milestones resulting in an additional payment under the Development Plan, and (E) carrying out any other responsibilities as are set forth in this Agreement, or that are assigned to it by the Parties. Each Party may invite other representatives of such Party to join any management committee meeting if it would be useful to have their input for a particular agenda topic. For the avoidance of doubt, the Management Committee shall not have the power to amend this Agreement or to waive a Party's compliance with the terms and conditions contained in this Agreement. 6.3. R&D Subcommittee. The Management Committee shall also organize research and development review meetings, which may include members of the Management Committee as well as other representatives of either Party, meeting monthly unless otherwise specified in writing by the Parties (in person or via phone/webmeeting) to monitor, review, and discuss the progress of the development of future Products and manufacturing capability in accordance with the Development Plan, including a review of all applicable data and an assessment of resources. 6.4. Quality Subcommittee. The Management Committee may also organize quality review meetings, which may include members of the Management Committee as well as other representatives of either Party, meeting quarterly unless otherwise specified in writing by the Parties (in person or via phone/webmeeting) to monitor, review, and discuss various aspects of Qualigen's quality assurance programs, including a one day Quality program management review and one day of internal auditing of quality matters. 6.5. Other Subcommittees. The Management Committee may establish other subcommittees from time to time as it deems appropriate. 7. Information Rights 7.1. Development Plan. Qualigen shall maintain complete and accurate records and data regarding the work completed under the Development Plan. Representatives of Sekisui may, upon reasonable advance notice, (a) visit the facilities where the Development Plan activities are being performed, and (b) consult with any such Qualigen personnel performing such activities. 7.2. Delivery of Financial Statements and Other Information. Qualigen shall deliver to Sekisui: 7.2.1. as soon as practicable, but in any event within one-hundred eighty (180) days after the end of each fiscal year of Qualigen (i) a balance sheet as of the end of such year, (ii) a statement of income for such year, and (iii) a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in Qualigen's budget for such year, with an explanation of any material differences between such amounts, all such financial statements in the form of a compilation prepared by independent public accountants; 7.2.2. as soon as practicable, but in any event within thirty (30) days after the end of each quarter of each fiscal year of Qualigen, an unaudited statement of income for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); 11\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n7.2.3. as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); 7.2.4. as soon as practicable, but in any event within forty five (45) days after the end of each quarter of each fiscal year of Qualigen, a progress report setting forth Qualigen's business results and progress against the Development Plan; and 7.2.5. as soon as practicable, but in any event no later than sixty (60) days before the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and income statements. 8. Intellectual Property Rights 8.1. Background Intellectual Property Rights. Each Party shall own and retain all right, title and interest in and to all of its Intellectual Property Rights created before or independently from the Development Plan and this Agreement (\"Qualigen Background IP\" and \"Sekisui Background IP,\" respectively). 8.2. Development Plan Intellectual Property Rights. Except as set forth in this Section, Qualigen shall own all right, title and interest in and to all Intellectual Property Rights (if any) resulting from Qualigen's activities under the Development Plan (\"Development IP\"), but excluding all Sekisui Background IP. 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. 8.3. Prosecution and Enforcement of Development IP. Except as set forth below, Qualigen shall have the sole right to prepare, file applications on and registrations for, prosecute, obtain, maintain, defend and enforce all Intellectual Property Rights in the Development IP in such manner as Qualigen deems appropriate in its sole discretion, including incurring and paying all expenses required for such purposes. Notwithstanding the foregoing, Qualigen shall use commercially reasonable efforts to preserve, obtain and maintain in the Applicable Markets all material Development IP and Qualigen Background IP related to or used in connection with the development and manufacturing of the Products as well as any improvements or alternative embodiments thereof, and shall consult Sekisui before determining not to pursue in any Applicable Market any particular Intellectual Property Rights related to any product development efforts covered by the Development Plan. In the event that Qualigen elects not to prosecute or maintain in a particular Applicable Market country any Patent Rights in the jointly developed Development IP (the \"Abandoned Joint IP\"), Sekisui may elect to prosecute such Abandoned Joint IP in such particular Applicable Market country, in which case the Patent Rights for such Abandoned Joint IP in such particular in Applicable Market country shall be owned solely by Sekisui. 12\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n8.4. Marks. 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. 9. Sale Transaction 9.1. Exclusivity Period. The parties anticipate that they will entertain a potential acquisition of Qualigen by Sekisui during 2018 on terms to be mutually agreed. 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. In the event that Qualigen nonetheless receives an unsolicited offer to engage in a Sale Transaction during such Exclusivity Period, Qualigen may engage with such party to the extent legally required to comply with its fiduciary duties, so long as Qualigen (i) promptly communicates to Sekisui the material terms of any proposal or offer or request for information which it may receive in respect of any such proposed Sale Transaction, including the purchase price, form and timing of consideration and the identity of the acquirer, and (ii) complies with Sekisui's Right of First Refusal (as defined below). 9.2. Negotiation Period. No later than July 1, 2018 (and sooner upon Sekisui's written request at any time before July 1, 2018), the parties shall engage in good faith negotiations for a period of up to 6 months (the \"Negotiation Period\") with respect to a potential acquisition by Sekisui of Qualigen. During the Negotiation Period, Qualigen shall provide to Sekisui all due diligence information reasonably requested by Sekisui so that it may make an informed offer to acquire Qualigen. Any Financing Payments made by Sekisui will be credited against any such Sale Transaction agreed to between Sekisui and Qualigen. If the parties do not mutually agree to the terms of such potential acquisition within the Negotiation Period then the Exclusivity Period shall end and, subject to Sekisui's Right of First Refusal, Qualigen shall be free to negotiate the terms of a Sale Transaction with any Third Party. 9.3. Right of First Refusal. 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\"). Qualigen shall provide Sekisui with at least 30 days prior written notice and access to all due diligence materials provided to any potential acquirer, such 30 day period to commence upon the notification to Sekisui that Qualigen's board of directors has approved such Proposed Sale Transaction (as set forth in a term sheet or draft definitive agreement provided to Sekisui), subject to Sekisui's Right of First Refusal. At any time during such 30 day period, Sekisui may elect to match the terms of such proposal. Sekisui will be credited in any such proposal by the cumulative amount of all Financing Payments made to date. For example, if a Third Party offers to acquire Qualigen for $50,000,000 and Sekisui has funded the full $6,200,000 of Financing Payments, Sekisui's Right of First Refusal to match the proposed transaction would be a price of $43,800,000. In the event that Sekisui elects not to move forward with such proposal for a Sale Transaction, Qualigen shall have a period of 120 days to consummate a Sale Transaction on the same terms as provided to Sekisui. If a Sale Transaction has not been consummated within such 120 days period, any Sale Transaction must once again comply with the provisions of this Section 9.3. 13\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n9.4. Penalty for Breach. In the event of any breach of Sections 9.1 through 9.3, including without limitation, any actions by stockholders of Qualigen that result in a Sale Transaction without complying with Sections 9.1 through 9.3 above, or otherwise hinder the intent and purpose of the provisions of Sections 9.1 through 9.3 above, in addition to any other remedies available to Sekisui under the terms of this Agreement, including the right to specific performance and other equitable remedies, Sekisui shall be entitled to liquidated damages in the amount of three times any and all Financing Payments made to date. For the avoidance of doubt, this clause does not apply to a failure of the stockholders of Qualigen to approve a Sale Transaction proposed by Sekisui, so long as such stockholders did not approve a Sale Transaction on the same terms with a Third Party during the Term. 9.5. Molecular Clinical Diagnostics. In furtherance of the foregoing, during the Exclusivity Period, Qualigen shall, in consultation with Sekisui, take commercially reasonable steps to seek to regain any rights in any Qualigen molecular clinical diagnostic product technology that Qualigen has previously granted to Gen-Probe, Hologic, or any of their affiliates. 10. Representations and Warranties 10.1. By Qualigen. Qualigen hereby represents, warrants and covenants that: (a) Qualigen has the full right, power and corporate authority to enter into this Agreement, and to make the promises set forth in this Agreement, and to grant the rights herein, and that there are no outstanding agreements, assignments or encumbrances in existence inconsistent with the provisions of this Agreement and that this Agreement is enforceable against Qualigen. (b) The Products supplied to Sekisui under this Agreement shall conform to the applicable product specifications and shall not infringe upon the patents or proprietary rights of any Third Party. To the extent any Third Party owns any patents or proprietary rights relating to the use, sale, or manufacture of a Product in the Territory, Qualigen represents and warrants that it has sufficient valid rights from such Third Party under which (1) Qualigen may manufacture and sell such Product to Sekisui, and (2) Sekisui may use and sell such Products royalty free in the Territory. (c) As of the Effective Date, Qualigen has not been notified with respect to, and to Qualigen's best knowledge there is no patent infringement action pending before any court or governmental agency or other tribunal relating to any Product. (d) As of the Effective Date, Qualigen has not been notified with respect to, and to Qualigen's best knowledge no material actions are pending before any court or governmental agency or other tribunal relating to any Product. (e) All Product delivered to Sekisui or Sekisui's customers pursuant to this Agreement, at the time of such delivery, shall not be adulterated or misbranded within the meaning of any applicable law, regulation or guideline effective at the time of delivery and shall not be an article which may not be introduced into interstate commerce under any applicable law, regulation or guideline. 14\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n(f) The manufacturing facilities and processes utilized for the manufacture of each Product shall comply with applicable FDA regulations including, without limitation, applicable current Good Manufacturing Practices as described in 21 CFR 820. Qualigen does not represent, warrant or covenant that the Development Plan will be successfully accomplished, that the Development Plan will produce any particular results or any favorable results, that the Development Plan will result in any Development IP (or in any valuable Development IP), that the Products (if any) arising from the Development Plan can ever receive Regulatory Approvals or be successfully or profitably commercialized, or that any other current or future Products can be successfully or profitably commercialized by Sekisui. Moreover, Sekisui acknowledges and accepts the risks inherent in attempting to develop and commercialize any medical product. There is no implied representation that any Products can be successfully developed or commercialized. 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\"). The User Warranty is contingent upon proper use of a Product in the application for which such Product was intended and does not cover Products that were altered or modified (or added to or subtracted from), that were used after the expiration date thereon or that were subjected by the carrier, distributor or the customer to abuse, mishandling or unusual physical, thermal, chemical or electrical stress. 10.2. By Sekisui. Sekisui represents, warrants and covenants that: (a) Sekisui has the full right, power and corporate authority to enter into this Agreement and to make the promises set forth in this Agreement and that there are no outstanding agreements, assignments or encumbrances in existence inconsistent with the provisions of this Agreement and that this Agreement is enforceable against Sekisui. (b) As of the Effective Date, Sekisui has not been notified in writing with respect to, nor is there, to Sekisui's best knowledge, any patent infringement action pending before any court or governmental agency or other tribunal relating to Sekisui's sale or distribution of the Products. (c) As of the Effective Date, Sekisui has not been notified in writing with respect to, nor is there, to Sekisui's best knowledge, any action pending preventing Sekisui from selling and distributing the Products in the Territory. (d) Sekisui shall use its commercially reasonable efforts to obtain before distribution of each Product, all licenses, registrations and permits required to enable Sekisui to act as a distributor of such Product in the Territory. (e) Sekisui shall not make, or advise its customers to make, any alterations or modifications to, or any additions to or subtractions from, any Product. (f) Sekisui shall make no attempt to reverse-engineer any Product nor encourage or assist anyone else to do so. 15\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n10.3. No Implied Warranties. The express warranties set forth in this Section 10 and elsewhere in this Agreement are provided in lieu of, and EACH PARTY HEREBY DISCLAIMS, all other warranties, express and implied, relating to the subject matter of this Agreement. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS, IMPLIED OR STATUTORY, TO THE OTHER PARTY WITH RESPECT TO THE PRODUCTS OR THE OTHER SUBJECT MATTER OF THIS AGREEMENT. THE PARTIES EXPRESSLY EXCLUDE ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY. Each Party's representations, warranties and/or covenants under this Agreement are solely for the benefit of the other Party and may be asserted only by the other Party and not by anyone else (including without limitation any customer of the other Party; provide, however, that end user customers may assert the User Warranty against Qualigen). 11. Indemnities 11.1. Indemnification by Sekisui. Sekisui shall indemnify, defend and hold harmless Qualigen, and its directors, officers, employees, agents and representatives (collectively, the \"Qualigen Indemnitees\") from and against any and all claims, suits and proceedings by a Third Party (individually and collectively, \"Claims\"), and any and all losses, obligations, damages, deficiencies, costs, penalties, liabilities, assessments, judgments, amounts paid in settlement, fines and expenses (including court costs and reasonable fees and expenses of attorneys), incurred in the investigation, defense and/or settlement of any Claims (individually and collectively, \"Losses\"; it being expressly understood, however, that incidental, special, indirect and consequential damages and lost profits, lost savings and interruptions of business are expressly excluded therefrom and from such defined term): (a) arising out of the negligence or willful misconduct of Sekisui or its directors, officers, employees, agents or representatives in the performance of Sekisui's obligations under this Agreement; or (b) arising out of or in connection with a breach or violation by Sekisui or its subdistributor of any applicable law or a material breach by Sekisui of any of its obligations under this Agreement, including any representations or warranties set forth herein; provided, however, that Sekisui shall have no liability or obligation to any Qualigen Indemnitee for any Claims or Losses to the extent that such Claims or Losses are primarily caused by a Qualigen Indemnitee's breach of applicable law, breach of this Agreement, negligence or willful misconduct. 11.2. Indemnification by Qualigen. Qualigen shall indemnify, defend and hold harmless Sekisui and its directors, officers, employees, agents and representatives (collectively, the \"Sekisui Indemnitees\") from and against any and all Losses incurred in the investigation, defense and/ or settlement of any Claims: (a) related to bodily injury, death or property damage directly caused by any Product which has not been altered or modified (or added to or subtracted from) in any way, has been handled, stored, transported and used in accordance with Qualigen's guidelines and has not been used after its expiration date or subjected to abuse, mishandling or unusual physical, thermal, chemical or electrical stress; (b) arising out of the negligence or willful misconduct of Qualigen or its directors, officers, employees, agents or representatives; (c) arising out of a breach or violation by Qualigen of any applicable law or a material breach by Qualigen of any of its obligations under this Agreement, including any representations or warranties set forth herein; or (d) arising out of any claim that any of the manufacture, marketing, import, offer for sale, sale, or use of any Product infringes upon any patent, proprietary, or intellectual property right of any Third Party in the Territory; provided, however, that Qualigen shall have no liability or obligation to any Sekisui Indemnitee for any Claims or Losses to the extent that such Claims or Losses are primarily caused by a Sekisui Indemnitee's (or any other entity or person within the Sekisui corporate family's) breach of applicable law, breach of this Agreement, negligence or willful misconduct. 16\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n11.3. Patent Indemnity. Qualigen and Sekisui shall notify each other promptly in writing of any action (and all prior claims relating to such action) brought against Qualigen or Sekisui alleging that the manufacture, marketing, import, offer for sale, sale or use of a Product constitute infringement of the intellectual property rights of a Third Party, and (provided that such a Claim does not arise from Sekisui's noncompliance with Sections 3.6, 8.4, 10.2(b), 10.2(c), 10.2(e) or 10.2(f) of this Agreement (e.g., Sekisui has altered a Product or has used a Sekisui trademark in connection with a Product)) Qualigen agrees to defend Sekisui in such action at its expense and shall pay any costs or damages finally awarded against Sekisui in any such action; provided, that Qualigen shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise and provided further that no settlement or compromise shall be binding on a Party hereto without its prior written consent, which consent shall not be unreasonably withheld. In the event a lawsuit is filed against Sekisui or Qualigen alleging that the manufacture, marketing, import, offer for sale, sale or use of a Product constitute infringement of the intellectual property rights of a Third Party, or Qualigen files an action for declaratory judgment because of a serious threat of such a lawsuit, or if in Qualigen's reasonable business judgment a Product is likely to become the subject of a claim of infringement of a patent or other intellectual property right; then Qualigen may, at its expense, and may request Sekisui's assistance to, attempt to obtain a license to such patent or other intellectual property right. 11.4. Indemnification Procedures. The Party or other Indemnitee intending to claim indemnification under this Section 11 (an \"Indemnified Party\") shall promptly notify the other Party (the \"Indemnifying Party\") of any Claim in respect of which the Indemnified Party intends to claim such indemnification (provided, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability or obligation under this Agreement except to the extent the Indemnifying Party has suffered actual prejudice directly caused by the delay or other deficiency), and the Indemnifying Party shall assume the defense thereof (with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party) whether or not such Claim is rightfully brought; provided, however, that an Indemnified Party shall have the right to retain its own counsel and participate in the defense thereof, with the fees and expenses to be paid by the Indemnified Party, unless the Indemnifying Party does not assume the defense or unless a representation of both the Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate due to the actual or potential differing interests between them, in which case the reasonable fees and expenses of counsel retained by the Indemnified Party shall be paid by the Indemnifying Party. Notwithstanding the previous sentence, in no event shall the Indemnifying Party be required to pay for more than one separate counsel no matter the number or circumstances of all Indemnified Parties. If the Indemnifying Party shall fail to timely assume the defense of and reasonably defend such Claim, the Indemnified Party shall have the right to retain or assume control of such defense and the Indemnifying Party shall pay (as incurred and on demand) the fees and expenses of counsel retained by the Indemnified Party and all other expenses of investigation and litigation. The Indemnified Party, and its directors, officers, advisers, agents and employees, shall cooperate fully with the Indemnifying Party and its legal representatives in the investigations of any Claim. The Indemnifying Party shall not be liable for the indemnification of any Claim settled (or resolved by consent to the entry of judgment) without the written consent of the Indemnifying Party. Also, if the Indemnifying Party shall control the defense of any such Claim, the Indemnifying Party shall have the right to settle such Claim; provided, that the Indemnifying Party shall obtain the prior written consent (which shall not be unreasonably withheld or delayed) of the Indemnified Party before entering into any settlement of (or resolving by consent to the entry of judgment upon) such Claim unless (A) there is no finding or admission of any violation of law or any violation of the rights of any person or entity by an Indemnified Party, no requirement that the Indemnified Party admit fault or culpability, and no adverse effect on any other claims that may be made by or against the Indemnified Party and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and such settlement does not require the Indemnified Party to take (or refrain from taking) any action. 17\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nRegardless of who controls the defense, the other Party hereto shall reasonably cooperate in the defense as may be requested. Without limitation, the Party hereto which is not the Indemnifying Party and (if different) the Indemnified Party, and their respective directors, officers, advisers, agents and employees, shall cooperate fully with the Indemnifying Party and its legal representatives in the investigation and defense of any Claim. 11.5. Expenses of Enforcement. As the Parties intend complete indemnification, all costs and expenses of enforcing any provision of this Section 11 shall also be reimbursed by the Indemnifying Party except as otherwise set forth in Section 11.4. 11.6. Insurance. Qualigen, at its own expense, shall procure and maintain during the Term, insurance policies with the minimum coverages set forth below (\"Insurance\"). Sekisui shall be named as an additional insured with respect to the Insurance. The Insurance shall be primary for all purposes to other insurance coverage, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, without recourse to or contribution from any Sekisui-owned coverage. (a) Commercial General Liability Insurance - Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: \u25cf Assault and Battery coverage, \u25cf Broad form property damage coverage, \u25cf Broad form contractual liability coverage, \u25cf Products and completed operations coverage, and \u25cf Personal and advertising injury coverage. (b) Workers' Compensation and Employer's Liability Insurance - With limits of liability for: \u25cf Workers' compensation as required by statute; \u25cf Employer's liability for bodily injury by accident: $500,000 each accident; bodily injury by disease: $500,000 policy limit; and bodily injury by disease: $500,000 each employee. All Qualigen's Insurance shall be placed with an insurer that (a) has an A.M. Best rating of A- or better or (b) is a qualified self- insurance program that is approved by Sekisui. Qualigen shall provide Sekisui, upon request, with written evidence of the Insurance, including where it is provided through qualified self-insurance. Nothing in this Section shall be deemed to limit Qualigen's responsibility to the amounts stated above or to any limits of Qualigen's insurance policies. 12. Regulatory Matters 12.1. Regulatory Approval. Qualigen shall be responsible for maintaining, at its sole cost, the Regulatory Approvals required for the marketing and sale of the Products in the Applicable Markets. Qualigen shall hold in its name all Regulatory Approvals required for the marketing and sale of the Products in a country or region and shall (to the extent commercially reasonable to do so) maintain in good standing all existing Regulatory Approvals. Qualigen and Sekisui shall provide reasonable advice and assistance to each other as may be necessary to maintain required Regulatory Approvals. In addition, Qualigen shall use commercially reasonable efforts to obtain Regulatory Approval for any additional territories upon Sekisui's commercially reasonable request. 18\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n12.2. Distribution Approvals. Sekisui shall be responsible for seeking, obtaining and maintaining (i) all licenses, registrations and permits (excluding patents) required to be obtained by Sekisui to enable Sekisui to act as a distributor of the Product pursuant to this Agreement, and (ii) all approvals from the Regulatory Authorities regarding marketing and advertising materials to be used by Sekisui to promote the Product. Qualigen shall cooperate with Sekisui in making and maintaining all filings that may be necessary or desirable in connection with obtaining and maintaining any regulatory approvals necessary for Sekisui to act as a distributor of the Product in the Applicable Markets. 12.3. Communication With Agencies. In the Applicable Markets, Qualigen shall have responsibility for communications with the Regulatory Authorities concerning any required Regulatory Approvals, approval of Product related marketing and advertising materials, and Product quality matters. 12.4. Governmental Warnings. Each Party shall advise the other Party promptly (but in any event within no more than 48 hours) of any warning (including any FDA Form 483), citation, indictment, claim, lawsuit, or proceeding issued or instituted by any federal, state or local governmental entity or agency against the Party, or of any revocation of any license or permit if, and only to the extent that, the manufacture, storage, or handling of the Product, or the marketing, selling, promotion or distribution of the Product, is affected. 12.5. Adverse Events, Recalls and Field Corrections. Qualigen shall have responsibility to determine whether any Adverse Events, Recalls or Field Corrections information must be reported to the FDA (under United States law) or any other Regulatory Authorities and Qualigen shall have responsibility to prepare and submit notification of Adverse Events, Recalls and/or Field Corrections to respective Regulatory Authorities for the Products. Qualigen shall provide prompt notice to Sekisui of any Adverse Events, Recalls or Field Corrections, which notice shall in any event be delivered within no more than 3 business days from Qualigen learning of such occurrence. 12.6. Complaints. Qualigen shall receive, investigate in a timely manner, and as appropriate, resolve customer complaints in the Territory. If an investigation is needed in response to a complaint or inquiry related to the Product, Qualigen shall perform the investigation and shall bear the cost of such investigation. The documentation of such investigation shall include, but not be limited to, investigation results, cause analysis, corrective and preventative action and health hazard/medical assessment, as appropriate. In the event a Product is returned by a customer for investigation, Qualigen shall ship a replacement Product to the customer. (Provided, that if a request for a return of Product is due to a change of mind over using the Product or the Sekisui customer has overstocked the product, rather than due to a warranty issue, Qualigen need not accept the return or provide any replacement or substitute.) Qualigen shall retain records of all Product related complaints, or Adverse Events for a period of not less than five (5) years beyond the expiration date of the Product or for such longer period as may be required by applicable law. Qualigen shall use commercially reasonable efforts to ensure that all complaints are appropriately closed within 90 days or less from the receipt of such complaint. 19\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n12.7. Product Recalls. In the event that (i) any Applicable Market governmental agency or authority issues a request or directive or orders that the Products be recalled or retrieved, (ii) an Applicable Market court of competent jurisdiction orders that the Products be recalled or retrieved, or (iii) Qualigen and Sekisui reasonably determine, after mutual consultation, that the Products should be recalled, corrected or retrieved in any particular country or countries, Qualigen and/or Sekisui shall conduct such activity and the parties shall take all appropriate corrective actions and shall execute the steps detailed in the recall strategy. Qualigen shall be responsible for the content of any communication to the customers regarding any Recall or Field Correction. In the event such action results from Sekisui's gross negligence or willful misconduct, Sekisui shall be responsible for the expenses thereof. Otherwise, Qualigen shall be responsible for the expenses of the action. Sekisui and Qualigen shall cooperate fully with one another in conducting any such action. Sekisui shall destroy units of Products lawfully recalled only upon Qualigen's (or any governmental authority's) written instruction to destroy such units of Products, and only then in accordance with Qualigen's procedures and instructions. Otherwise, Sekisui shall return the recalled units of Product to Qualigen in accordance with Qualigen's procedures and instructions after completion of the action. 12.8. European Union Vigilance and Canada Mandatory Problem Reporting. In the event that Qualigen receives any Potentially Serious Complaints regarding the Products from a customer located in the European Union or Canada, then Qualigen shall notify Sekisui promptly, but in any event within no more than (3) business days. If Qualigen receives a complaint from any Competent Authority or Health Canada with regard to the Products, Qualigen shall notify Sekisui promptly, but in any event within no more than 48 hours. Qualigen shall have the responsibility to correspond with the Competent Authority or Health Canada, as the Authorized Representative or Regulatory Correspondent, regarding any such complaints. If corrective actions are required, the cost of the corrective action shall be borne by Qualigen up to the extent such complaint is related to the manufacturing of the Products by Qualigen, or some other cause or event attributable to Qualigen, and shall be borne by Sekisui up to the extent such complaint is due to some other cause or event attributable to Sekisui. 20\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n13. Confidential Information; Audit Rights 13.1. Confidentiality Obligation. It is contemplated that in the course of the performance of this Agreement each Party may, from time to time, disclose proprietary and confidential information to the other (\"Confidential Information\"). Except to the extent expressly authorized by this Agreement or otherwise agreed to in writing, during the Term and for a period of five (5) years following the expiration or termination of this Agreement, the receiving Party shall disclose the other Party's Confidential Information only to its own (or its Affiliates') officers, employees, consultants, Third Party service providers, attorneys, accountants, agents, bankers, lenders, prospective lenders and prospective equity investors, and in each case only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement or in accordance with customary permitted practice (such as to seek or maintain financing or credit), and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, neither Party shall disclose Confidential Information of the other to any Third Party without the other's prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate) shall be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Section 13 (or, in the case of attorneys, to a duty and obligation of nondisclosure/nonuse pursuant to the applicable rules of the profession). The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate) shall be responsible and liable for any disclosure or use by such Third Party or Affiliate (or its disclosees) which would have violated this Agreement if committed by the Party itself. Neither Party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement or in accordance with the exercise of their rights under this Agreement or in accordance with customary permitted practice (such as to seek or maintain financing or credit) or and, after the Term, by Qualigen only to the extent required to continue to offer and provide goods and services to former Sekisui customers of Products. Each Party shall take such action to preserve the confidentiality of each other's Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other's request, promptly shall return or destroy all the Confidential Information disclosed to the other Party pursuant to this Agreement, including all copies, reflections, analyses and extracts of documents, except for one archival copy (and such electronic copies that exist as part of the Party's computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement. The non-use and non-disclosure obligations set forth in this Section 13 shall not apply to any Confidential Information, or portion thereof, that the receiving Party can demonstrate: (a) is at the time of disclosure in the public domain; 21\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n(b) after disclosure, becomes part of the public domain, by publication or otherwise, through no fault of and or without violation of any duty of confidentiality of the receiving Party or its disclosees; (c) at the time of disclosure is already in the receiving Party's possession with no duty of confidentiality, and such prior possession can be demonstrated by the receiving Party by written proof (provided that this subsection shall not apply to Confidential Information exchanged between the Parties before the execution of this Agreement that was subject to a confidentiality obligation at the time of such disclosure); (d) is rightfully received by the receiving Party on a non-confidential basis from an independent Third Party without obligation of confidentiality; provided, however, that to the receiving Party's best knowledge, such information was not obtained by said Third Party, directly or indirectly, from the disclosing Party; or (e) is independently developed by or expressly for the receiving Party, in either case solely by personnel without any access to or use of the disclosing Party's Confidential Information, as shown by receiving Party's contemporaneous written records. In the event either Party must disclose the other Party's Confidential Information in order to comply with applicable governmental regulations or as otherwise required by law or judicial process, such Party shall give reasonable advance notice to the other Party of such proposed disclosure in order that the non-disclosing Party may intercede and oppose such process, and shall use its best efforts to secure a protective order or confidential-treatment order preventing or limiting (to the greatest possible extent and for the longest possible period) the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued. The Parties acknowledge that the defined term \"Confidential Information\" shall include not only a disclosing Party's own Confidential Information but also Confidential Information of an Affiliate or of a Third Party which is in the possession of a disclosing Party. However, both Parties agree not to disclose to the other Party any Confidential Information of a Third Party which is in the possession of such Party, unless the other Party has given an express prior written consent (which specifies the owner of such Confidential Information) to receive such particular Confidential Information. 22\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nNotwithstanding anything to the contrary in this Agreement or any other agreement between Sekisui and Qualigen, nothing in this Agreement or any other agreement between the Parties prohibits, or is intended in any manner to prohibit, either Sekisui or Qualigen from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Sekisui and Qualigen do not need the prior authorization of anyone at the other Party or the other Party's legal counsel to make any such reports or disclosures and they are not required to notify the other Party that it has made such reports or disclosures. 13.2. Use of Names. 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. Other than as provided in the foregoing sentence or to the extent such use is based on a public disclosure previously made by the other Party, during the Term neither Qualigen nor Sekisui shall use the name of the other in any verbal or written communications with any Third Party, except as allowed or contemplated herein, without the prior written consent of the other Party. 13.3. Press Releases. Neither Party shall make any press release or other similar public announcement concerning this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, in the event such disclosure or public announcement is required to be made on a more immediate basis to comply with applicable laws, then approval will be deemed granted if no response is received from the non-disclosing Party within the time frames required by law; provided, however, that the disclosing Party provides the non-disclosing Party with notice of the legally required time frame for the approval of the disclosure. Neither Party shall use the trademark or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or public disclosure relating to this Agreement or its subject matter, except as may be required by law or except with the prior express written permission of such other Party, such permission not to be unreasonably withheld or delayed, or except in Sekisui's advertisement, promotion and sale of the Products in compliance with this Agreement in the ordinary course of business. Notwithstanding the above, once a public disclosure has been made, either Party shall be free to disclose to Third Parties any information contained in said public disclosure, without further pre-review or pre-approval. 13.4. Audit Rights. Each Party shall keep accurate books and records in sufficient detail to comply with applicable laws, rules and regulations and this Agreement and enable the other Party to determine the correctness of any report made under this Agreement and monitor compliance with applicable laws, rules and regulations and this Agreement through the process below. 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. 23\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n14. Termination 14.1. Termination by Either Party. Either Party may terminate this Agreement (i) immediately upon written notice in the event of the closing of a Sale Transaction; or (ii) immediately upon written notice if the other files a voluntary bankruptcy petition or makes a general assignment for the benefit of creditors or becomes subject to any order for relief or involuntary bankruptcy petition under any bankruptcy, liquidation, insolvency or similar law which is not dismissed within 60 days. 14.2. Termination by Qualigen. Qualigen may terminate this Agreement (i) upon thirty (30) days prior written notice in the event of any failure of Sekisui to make a Financing Payment that is determined to be due, which failure is not cured within such 30 day period, or (ii) upon sixty (60) days prior written notice in the event of any material breach of the diligence obligations (which is understood not to include failing to meet forecasts for sales to customers) set forth in the Business Plan (as it may be amended by the Parties from time to time), which breach is not cured within such 60 day period. 14.3. Termination by Sekisui. 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. 14.4. Effect of Termination. Sections 4.6, 5.5, 8.1, 8.2, 11.1-11.4, 13, 14.4 and 15 shall survive the later of the expiration or termination of the Term. In addition, all provisions that survive termination, that are irrevocable or that arise due to termination shall survive in accordance with their terms. Any other provisions of this Agreement contemplated by their terms to pertain to a period of time following termination or expiration of this Agreement shall survive only for the specified period of time. 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). In the event there are unfulfilled orders for Products outstanding as of termination of this Agreement, Sekisui may, at its option, cancel such orders upon notice to Qualigen (in which case Qualigen agrees to fill such orders to Sekisui's end customers directly unless such customer chooses to cancel such order) or cause Qualigen to fulfill such orders and invoice Sekisui for amounts owed with respect thereto. If either Party is aware of an impending expiration or termination of the Term, it shall conduct its business with respect to the subject matter of this Agreement in the ordinary course (and not otherwise than in the ordinary course) for the duration of the Term. 24\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n15. Miscellaneous 15.1. Independent Contractor. For the purpose of the Agreement each Party shall be, and shall be deemed to be, an independent contractor and not an agent, partner, joint venturer or employee of the other Party. Neither Party shall have authority to make any statements, representations or commitments of any kind, or to take any action which shall be binding on the other Party (except as may be explicitly provided for herein or authorized in writing), and each Party agrees not to purport to do so. 15.2. 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. 15.3. No Waiver. Failure of either Party to enforce (or reasonable delay in enforcing) a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved or to terminate this Agreement arising out of any subsequent default or breach. A waiver by a Party of any of the terms and conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any other term or condition hereof. 15.4. Severability. This Agreement is divisible and separable. If any provision of this Agreement is determined by a final and binding court judgment (for which no further appeal is possible) to be invalid, illegal or unenforceable to any extent, such provision shall not be not affected or impaired up to the limits of such invalidity, illegality or unenforceability; the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any way; and the affected provision shall (if at all possible) be construed as if it had been written in such a way as to both be valid, legal and enforceable and to achieve, to the greatest lawful extent, the evident economic, business and other purposes of such invalid, illegal or unenforceable provision (or portion of provision). 15.5. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given and made (i) if by personal delivery, on the date of such delivery, (ii) if by recognized overnight courier specifying next-business-day delivery, on the next business day after the date of deposit with such courier (by the courier's stated time for enabling next-business-day delivery), (iii) if by email, on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, and (iv) if by US registered mail, on the fifth business day following such mailing in the US, in each case addressed at the address shown below for, or such other address as may be designated by 10 days' advance written notice hereunder by, such Party. If to Sekisui: Sekisui Diagnostics, LLC 4 Hartwell Place Lexington, MA 02421 Attn: President Email: bob.schruender@sekisuidiagnostics.com 25\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nWith copies (which shall not constitute notice) to: Sekisui Diagnostics LLC 4 Hartwell Place Lexington, MA 02421 Attn: Vice President, Legal Affairs Email: elizabeth.mcevoy@sekisuidiagnostics.com Foley Hoag LLP Seaport West 155 Seaport Boulevard Boston, MA 02210 Attn: Mark A. Haddad Email: mhaddad@foleyhoag.com If to Qualigen: Qualigen, Inc. 2042 Corte Del Nogal Carlsbad, CA 92011 Attn: President Email: prosinack@qualigeninc.com With a copy (which shall not constitute notice) to: Stradling Yocca Carlson & Rauth, P.C. 4365 Executive Drive, Suite 1500 San Diego, CA 92121 Attn: Hayden Trubitt Email: htrubitt@sycr.com 15.6. Entire Agreement and Modification. The Agreement, including the Exhibits thereto, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes and cancels any previous or contemporaneous agreements or understandings, whether oral, written or implied, heretofore in effect, including any letter of intent, and sets forth the entire agreement between Sekisui and Qualigen with respect to the subject matter hereof (provided, that any and all previous nondisclosure/nonuse obligations, including the July 7, 2015 Confidential Disclosure Agreement) are not superseded and remain in full force and effect for all disclosures made prior to the date of this Agreement). Each Party acknowledges that it has not relied, in deciding whether to enter into this Agreement on this Agreement's expressly stated terms and conditions, on any representations, warranties, agreements, commitments or promises which are not expressly set forth within this Agreement. No agreements amending, altering, supplementing or waiving the terms hereof may be made except by the express terms of a written document signed by duly authorized representatives of the Parties. 15.7. 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. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall be inapplicable to this Agreement. 15.8. Attorney Fees. If litigation becomes necessary to enforce the provisions of this Agreement, the successful Party shall be entitled to recover from the other Party reasonable expenses, including attorneys' and other professional fees, in addition to any other available remedies. 26\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n15.9. Headings. The headings contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. 15.10. Counterparts; Delivery. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures to this Agreement may be delivered by email attachment or other electronic transmission, and such signatures and such delivery shall be fully effective and binding on the Party sending the same. 15.11. Further Assurances. Each Party covenants and agrees to, without the necessity of any further consideration, execute, acknowledge and deliver any and all such further or other documents and instruments and take any such further or other action as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement. 15.12. Force Majeure. No Party shall be liable to any other Party or be deemed to have breached or defaulted under this Agreement for failure or delay in the performance of any of its obligations under this Agreement (other than obligations for the payment of money) for the time and to the extent such failure or delay is caused by or results from acts of God, earthquake, riot, civil commotion, terrorism, war, strikes or other labor disputes, fire, flood, failure or delay of transportation, omissions or delays in acting by a governmental authority, acts of a government or an agency thereof or judicial orders or decrees or restrictions or any other like reason which is beyond the control of the respective Party. The Party affected by force majeure shall provide the other Party with full particulars thereof as soon as it becomes aware of the same (including its best estimate of the likely extent and duration of the interference with its activities), and shall use commercially reasonable efforts to overcome the difficulties created thereby and to resume performance of its obligations hereunder as soon as practicable, and the time for performance shall be extended for a number of days equal to the duration of the force majeure. 15.13. Equitable Relief. Each Party recognizes that the covenants and agreements herein and their continued performance as set forth in this Agreement are necessary and critical to protect the legitimate interests of the other Party, that the other Party would not have entered into this Agreement in the absence of such covenants and agreements and the assurance of continued performance as set forth in this Agreement, and that a Party's breach or threatened breach of such covenants and agreements will cause the opposed Party irreparable harm and significant injury, the amount of which will be extremely difficult to estimate and ascertain, thus making any remedy at law or in damages inadequate. Therefore, each Party agrees that an opposed Party shall be entitled to specific performance, an order restraining any breach or threatened breach of Section 13 and all other provisions of this Agreement, and any other equitable relief (including but not limited to temporary, preliminary and/or permanent injunctive relief), without the necessity of posting of any bond or security. This right shall be in addition to and not exclusive of any other remedy available to such other Party at law or in equity. 15.14. Rights and Remedies are Cumulative. Except to the extent as may be expressly set forth herein, all rights, remedies, undertakings, obligations and agreements contained in or available upon violation of this Agreement shall be cumulative and none of them shall be in limitation of any other remedy or right authorized in law or in equity, or any undertaking, obligation or agreement of the applicable Party. 27\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n15.15. Third Party Beneficiaries. 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. 15.16. No Implied License. No right or license is granted to Sekisui by implication, estoppel, or otherwise to any know-how, patent or other intellectual property right owned or controlled by Qualigen. 15.17. Exhibits. The Exhibits referred to in the Agreement are deemed incorporated by reference at each place in the Agreement when reference is made thereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives as of the date first above written. SEKISUI DIAGNOSTICS, LLC QUALIGEN, INC. By: /s/ Robert T. Schruender By: /s/ Paul A. Rosinack Name: Robert T. Schruender Name: Paul A. Rosinack Title: President and COO Title: President and CEO 28\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nExhibit A Revenue, Cost and Available Margin April 28, 2016 Revenue Actual Gross Revenue - Consistent with GAAP revenue recognition, Gross Revenue reflects amounts invoiced or otherwise charged by Sekisui Diagnostics, LLC and its Affiliates to unrelated Third Parties for Products sold to customers, including amounts for any shipping, handling, freight, postage, insurance and transportation charges, to the extent included as a separate line item in the gross amount invoiced. Actual Gross Revenue does not include the following: \u25cf any sales or value added taxes imposed on the sale, delivery or use of the Products. \u25cf Reagent Rental Early Termination Fees. Any such fees collected shall belong exclusively to Qualigen. \u25cf Warranty Agreement Revenue and other Service Contract Revenue. Any such revenue shall belong exclusively to Qualigen. Notwithstanding the foregoing, amounts invoiced by Sekisui and its Affiliates for sales of Products among Sekisui and its Affiliates ('Sekisui Intercompany Sales') for resale shall not be included in the computation of Net Revenue. Actual 'Gross to Net' (GTN) Adjustments - consist of: a) discounts, refunds, rebates, sub distributor \"channel\" fees, chargebacks, retroactive price adjustments, and any other allowances given and taken which effectively reduce the net selling price (other than such which have already diminished the gross amount invoiced), including, without limitation, volume discounts. b) Product returns and allowances Net Revenue - Actual Gross Revenue less Actual GTN Adjustments Cost of Goods Sold (COGS) Components of COGS include: Actual Material Costs - Consists of: \u25cf Qualigen Bill of Material (BOM) Standard Costs (for instrument, reagent kit and related consumable products sold by Sekisui): \u25cb raw materials \u25cb component materials \u25cb packaging materials \u25cf Allocated standard shipping material costs, including envirocoolers, shipping boxes and filler materials \u25cf Actual cost of ice packs \u25cf Actual outbound freight expense (as applicable based on shipping terms) for sales and rentals of instruments, and sales of reagents and related consumables. Exhibit A-1\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\n(Note: Qualigen records costs of raw material, component, packaging and shipping materials (excluding ice packs) at standard, and records manufacturing variances including purchase price and material usage variances as part of Labor & Overhead. If Qualigen's manufacturing variances exceed 3% of its total production costs in any True-Up Period referenced in Exhibit D, such variances are to be allocated between inventory and COGS based on total inventory turns for the applicable True-Up Period) Actual Labor & Overhead Costs - Consists of: Instrument and Reagent Manufacturing Cost Center Expenses - Including direct instrument and reagent manufacturing-related wages and related taxes and benefits, direct Property Plant & Equipment depreciation, direct production supplies, direct production-related repairs & maintenance expenses, inbound freight expenses, material variances and allocated manufacturing-related occupancy expenses for expenses such as rent, utilities, janitorial services, telephone expense, supplies and depreciation. Reagent manufacturing also includes an allocation of R&D department expenses relating to formulation oversight. In Qualigen's FY 2016 financial data, this allocation represented approximately $60k. Workers' comp insurance is included as part of the occupancy allocation in Qualigen's FY2016 financial results. Beginning with Qualigen's FY 2017 financial reporting, Workers' comp insurance will be included as a direct allocation to the Instrument and Reagent Manufacturing cost centers based on salary amounts. Quality Cost Center Expenses - Including wages and related taxes and benefits, equipment repairs and maintenance expenses, professional consulting services, supplies, dues & subscriptions, filing fees, depreciation and allocated Quality occupancy expenses. Wages include expenses for VP - Operations. The Quality Cost Center is responsible for: \u25cf Regulatory filings \u25cf Quality System Management \u25cf Complaint review \u25cf Batch record review \u25cf Document Control \u25cf Quality Control (QC), including: \u00d8 Test incoming raw materials, WIP, and FG items \u00d8 Complaint testing confirmation \u00d8 Product troubleshooting Exhibit A-2\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nMaterials Management Cost Center Expenses - Including wages and related taxes and benefits, professional consulting services, supplies, depreciation and allocated Material Management occupancy expenses. The Materials Management Cost Center is responsible for: \u25cf Production planning \u25cf Scheduling \u25cf Purchasing \u25cf Shipping & Receiving Occupancy allocations to Instrument and Reagent manufacturing, Quality and Materials Management departments are based on applicable square footage percentages. Actual Labor & Overhead Costs also include the standard cost of FastPacks consumed for QC testing, retainage, scrap, and obsolete inventory write-downs. Actual Labor & Overhead Costs do not include instrument repair costs. Such costs shall be the responsibility of Qualigen with respect to instruments under warranty that are repaired or replaced, and shall be included in the instrument transfer prices with respect to refurbished instruments sold to Sekisui. Currently, the Medical Device Excise Tax provision of the Affordable Care Act is repealed (from Jan. 2016 through December 2017). However, should this provision be re-enacted, or similar such provision enacted, the cost of such excise taxes will be included as a cost element included in Actual Cost of Goods. The margin share and true-up process will reflect this cost. Any duty expenses incurred by Sekisui Diagnostics to enable sales of Products will be included as a cost element included in Actual Cost of Goods. The margin share and true-up process will reflect this cost. Actual 'Reagent Rental' Instrument Depreciation Costs - Reflects depreciation expenses for all Product-related instruments placed in service before and after execution of the DISTRIBUTION AND DEVELOPMENT AGREEMENT. Assets placed in service before April 2015 reflect a 5 year useful life. Assets placed in service beginning April 2015 reflect a 3 year useful life. Sekisui Diagnostics has a $5,000 Asset Capitalization Threshold (ACT) and all capitalized instruments will utilize a 3 year life for all Reagent Rental units it owns. (all instruments purchased at costs < $5,000 will be expensed, with the expense included as part of COGS in the Margin Sharing True-Up process.) All depreciation expenses reflect straight-line depreciation. Available Margin Available Margin is defined and calculated as: Net Revenue less Cost of Goods Sold (COGS) Exhibit A-3\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nExhibit B-1\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nExhibit B-2\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nExhibit C Development Plan April 28, 2016 FY 2016 Target Review Month April 2016 August 2016 December 2016 Payment ($000) $1,000 $1,000 $1,000 Payment Due Date May 1, 2016 September 1, 2016 January 1, 2017 Criteria for Payment Milestones Completed (Dates shown are projected Completion dates)\n\nExecution of Definitive Agreement \u25cf FP2.0 Analyzer Validated Software 8/15 \u25cf Vitamin D-Clinical Studies 11/18\n\n\u25cf Delivery of first 5 FP2.0 Analyzer Prototypes 8/8 \u25cf Vitamin D-510k Submission 12/16\n\n\u25cf Vitamin D- Design Verification 8/12 \u25cf Testosterone-Feasibility 12/16 \u25cf FP2.0 Analyzer Production - Order Production Tooling 10/24 Milestones in progress and on schedule (Dates shown are projected start and completion dates)\n\n\u25cf Vitamin D- Design Transfer/ Design Validation (8/22 - 10/21) \u25cf Vitamin D-CE Mark (12/19 - 1/13)\n\n\u25cf Testosterone-Feasibility (7/11 - 12/16) \u25cf Vitamin D-CLIA Waiver Study (12/12 - 3/10) \u25cf FP2.0 Analyzer Production - Order Production Tooling (7/19 - 10/24) \u25cf Testosterone- Design Verification (12/19 - 3/10) \u25cf Pouch Production Line, Issuance of Purchase Order to Manufacturer ($600K on 10/28/16)\n\n\u25cf TSH-Feasibility (1/9 - 6/16) \u25cf FP2.0 Analyzer Production - Draft Production Documents (10/25- 12/19) \u25cf Pouch Production Line - Concept Design (10/31 - 1/6) \u25cf Pouch Production Line - Engineering Drawings ($600K on 3/17/17) Exhibit C-1\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nExhibit C Development Plan April 28, 2016 FY 2017 Target Review Month April 2017 August 2017 January 2018 Payment ($000) $1,300 $800 $375 Payment Due Date May 1 and June 1, 2017 September 1, 2017 February 1, 2018 Criteria for Payment May be split \u00bd May 1 and \u00bd June 1 if underlined milestones not completed by May 1. Milestones Completed (Dates shown are projected Completion dates)\n\n\u25cf Vitamin D-CE Mark 1/13 \u25cf Vitamin D-510k Clearance 5/19 \u25cf Vitamin D-Commercialized 10/30 \u25cf Vitamin D-CLIA Waiver Study 3/10 \u25cf Vitamin D-CLIA Waiver Submission 5/22 \u25cf Testosterone-510k Clearance 12/22 \u25cf Vitamin D-510k Clearance 5/19 \u25cf Testosterone-CE Mark 8/18 \u25cf Testosterone-CLIA Waiver Study 10/13 \u25cf Vitamin D-CLIA Submission 5/22 \u25cf Testosterone-510k Submission 7/21 \u25cf Testosterone-CLIA Waiver Submission 12/25 \u25cf Testosterone- Design Verification Review 3/24 \u25cf TSH-Feasibility 6/16 \u25cf TSH- Design Transfer/Design Validation 9/25, 10/30 \u25cf FP2.0 Analyzer Production - Setup Production Line/Training/QC Documents 3/6\n\n\u25cf FP2.0 Analyzer Pilot Builds 1 through 3 8/14 \u25cf PSA-Feasibility 12/15\n\n\u25cf Pouch Production Line - Hardware/Software Design 1/9 \u25cf Pouch Production Line - Acceptance Review 7/7 \u25cf FT4-Feasibility 12/15\n\n\u25cf Pouch Production Line Installation 8/18 \u25cf Pouch Production Line in service 10/20 ($200K) Milestones in progress and on schedule (Dates shown are projected start and completion dates)\n\n\u25cf Testosterone-Design Transfer/Design Validation (3/27 - 5/26)\n\n\u25cf Testosterone-CLIA Waiver Study (7/17 - 10/13) \u25cf TSH-Clinical Studies (11/27 - 12/29)\n\n\u25cf TSH-Feasibility (1/9 - 6/16) \u25cf TSH- Design Verification (6/19 - 9/22) \u25cf PSA-Design Verification (12/18 - 3/23) \u25cf FP2.0 Analyzer Production - Order Parts (3/7 - 7/24) \u25cf TSH- Design Transfer/ Design Validation (9/25 - 11/24) \u25cf FT4-Design Verification (12/18 - 3/23) \u25cf Pouch Production Line Fabrication (3/6 - 5/12) \u25cf PSA-Feasibility (7/10 - 12/15)\n\n\u25cf Pouch Production Machine Acceptance Test ($600K on 7/17/17)\n\n\u25cf FT4-Feasibility (7/10 - 12/15)\n\n\u25cf Pouch Production Line Training (8/21 - 9/1) Exhibit C-2\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nExhibit C Development Plan April 28, 2016 FY 2018 Target Review Month April 2018 August 2018 January 2019 Payment ($000) $365 $232 $100 Payment Due Date May 1, 2018 September 1, 2018 February 1, 2019 Criteria for Payment Milestones Completed (Dates shown are projected Completion dates)\n\n\u25cf TSH-510k Submission 1/19 \u25cf Testosterone-Commercialized 6/4 \u25cf TSH-Commercialized 12/3 \u25cf TSH-CE Mark 2/16 \u25cf TSH-510k Clearance 6/22 \u25cf PSA-CLIA Waiver Study 9/14 \u25cf TSH-CLIA Waiver Study 4/13 \u25cf TSH-CLIA Waiver Submission 6/25 \u25cf PSA-510k Clearance 12/21\n\n\u25cf PSA- Design Verification 3/9 \u25cf PSA-CE mark 7/23 \u25cf PSA-CLIA Submission 12/24 \u25cf FT4- Design Verification 3/9 \u25cf FT4-CE mark 7/23 \u25cf FT4-CLIA Waiver Study 9/14 \u25cf FT4-510 Clearance 12/21 \u25cf FT4-CLIA Submission 12/24 Milestones in progress and on schedule (Dates shown are projected start and completion dates)\n\n\u25cf Testosterone CLIA Waiver Submission under review (12- 26 - 4/30)\n\n\u25cf TSH-CLIA Waiver Submission under review (6/26 - 10/29)\n\n\u25cf PSA- Design Transfer/ Design Validation (3/26 - 5/25) \u25cf PSA-CLIA Waiver Study (7/16 - 9/14) \u25cf FT4- Design Transfer/ Design Validation (3/26 - 5/25) \u25cf FT4-CLIA Waiver Study (7/16 - 9/14) \u25cf Payments made based on progress against the Development Plan as evidenced by completion of milestones indicated and progress against milestones yet to be completed. Target review month is estimated timing only. \u25cf Completion of milestones will be based upon the completion of the deliverables, to Sekisui's satisfaction, in accordance with Qualigen's standard product development practices as defined in Qualigen's Quality System Procedure Document #91000002 Rev018. Key terms, such as Feasibility, Verification, Validation and Transfer, are also defined in Qualigen's Quality System Procedure Document #91000002 Rev018. Exhibit C-3\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nExhibit D-1\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nExhibit D Transfer Price and True-Up Process April 22, 2016 Transfer Prices Initial Transfer Prices for all Products in aggregate are based on Qualigen's actual April 2015 - December 2015 COGS plus an amount estimated to represent Qualigen's 10% share of the actual April 2015 - December 2015 Available Margin as defined in Exhibit A and summarized in Table C. Going forward, transfer prices for Products other than reagent kits will be set as of each October 1 and April 1 for the prospective 6-month period based on Qualigen's standard unit cost in effect on the first day of the month prior to the date the new transfer prices are agreed upon (either September 1 and March 1) for the prospective 6-month period. Going forward, transfer prices for reagent kits will be set as of each October 1 and April 1 for the prospective 6-month period based on historical COGS for the earliest 6 months of the 9-month period ended the day before such date plus an amount that is estimated to represent Qualigen's applicable share of Available Margin with regard to the retrospective 6-month period as noted in Table A below. Table A below provides timeframes for the contract term. Both companies' fiscal years run from April 1st to March 31st. Table A\n\nTransfer Price Effective Transfer Price Basis: Retrospective Periods 5/1/2016 - 9/30/2016 4/1/2015 - 12/31/2015 10/1/2016 - 3/31/2017 1/1/2016 - 6/30/2016 4/1/2017 - 9/30/2017 7/1/2016 - 12/31/2016 10/1/2017 - 3/31/2018 1/1/2017 - 6/30/2017 4/1/2018 - 9/30/2018 7/1/2017 - 12/31/2017 10/1/2018 - 3/31/2019 1/1/2018 - 6/30/2018 4/1/2019 - 9/30/2019 7/1/2018 - 12/31/2018 10/1/2019 - 3/31/2020 1/1/2019 - 6/30/2019 4/1/2020 - 9/30/2020 7/1/2019 - 12/31/2019 10/1/2020 - 3/31/2021 1/1/2020 - 6/30/2020 Exhibit D-2\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nTrue-Up Process Per Table B below, for each \"True-Up Period\", an all-Products true-up will be prepared to ensure each party receives their contractual margin share of the actual Available Margin. The true-up process will result in a payment due from either party, depending on which party has received excess Available Margin for the True-Up Period. True-ups will be determined every six months. The first true-up will be based on a stub period consisting of results from the first day of this Agreement to September 30, 2016. Table B below provides the true-up periods and Available Margin shares. Table B True-Up Period True-up Completed Available Margin Split Sekisui/Qualigen 5/1/2016 - 9/30/2016 10/5/2016 90% / 10% 10/1/2016 - 3/31/2017 4/5/2017 90% / 10% 4/1/2017 - 9/30/2017 10/4/2017 90% Apr, 70% May - Sep / 10% Apr, 30% May - Sep 10/1/2017 - 3/31/2018 4/4/2018 70% / 30% 4/1/2018 - 9/30/2018 10/3/2018 70% Apr, 65% May - Sep / 30% Apr, 35% May - Sep 10/1/2018 - 3/31/2019 4/3/2019 65% / 35% 4/1/2019 - 9/30/2019 10/3/2019 65% / 35% 10/1/2019 - 3/31/2020 4/4/2020 65% / 35% 4/1/2020 - 9/30/2020 10/3/2020 65% / 35% 10/1/2020 - 3/31/2021 4/3/2021 65% / 35% Sekisui and Qualigen jointly have the responsibility to review and approve each true-up calculation. The process follows the following steps: 1) Qualigen provides Qualigen-incurred COGS information to Sekisui (see Table C) 2) Sekisui adds its Net Revenue information and Sekisui-incurred COGS information (see Table C) to the Qualigen-incurred COGS information and develops the first draft of the true-up calculation 3) Qualigen and Sekisui review and agree on the calculation. Both parties will use best efforts to complete the review and approval process in a timely manner. Note: to ensure the True-up calculation is available for recording in September or March results, both Qualigen and Sekisui need to be diligent in providing their data on a timely basis according to the dates set forth in Table B above. Exhibit D-3\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nTable C Available Margin Element Qualigen Sekisui Notes Net Revenue x Sales to customer (e.g. McKesson, Direct or EMEA), less deductions expressly allowed by the Exhibit A definition Material cost within COGS x x Sekisui cost is for outbound freight and expensed Sekisui Instruments after 5/1/2016 (instruments sold to customers by Sekisui, and provided to customers through the reagent rental program when instrument cost is less than Sekisui's capitalization threshold) Labor & Overhead within COGS x Qualigen's manufacturing variances will be charged to COGS in the period unless such variances exceed 3% of its total production costs, in which case the variances are to be allocated between inventory and COGS based on total inventory turns for the True-Up Period Instrument Depreciation x x Sekisui's cost is for Sekisui Instruments purchased after 5/1/2016 and provided to customers through the reagent rental program (when instrument cost is greater than Sekisui's capitalization threshold). All Available Margin Elements referenced above shall not include any of Qualigen's sales to Sekisui that have not been sold at the end of the True- Up Period by Sekisui to its customers. Exhibit D-4\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nEXHIBIT E Qualigen Retained Customers Acct # Name City State 11436 Low T Centers, Inc. and Affiliates Southlake TX 08260 Chicago Prostate Cancer Center Westmont IL 02217 Elias Tawil, MD Pittsburg KS 03268 Lake Success Urological Lake Success NY 01815 Mason City Clinic Mason City IA 02358 Surgical Assoc. Northwest PC Federal Way WA 03197 Surgical Assoc. Northwest, PC Auburn WA 02845 Urological Assoc. Grand Island Grand Island NE 02575 Urology Care, Inc.- Jefferson Jefferson City MO 01343 Warren L. Lowry, M.D., S.C Rockford IL 00051 Iowa Clinic West Des Moines IA Exhibit E-1\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nExhibit F Qualigen Financial Process flow overview: Requirements for Purchasing/OTC/Finance reporting Updated 4/15/16 All customer and inventory transactions will be recorded at SD at a summary level. Qualigen would maintain all supporting detail on their accounting system. Procure to Pay 1) Qualigen to provide SD purchasing an SD inventory report by SKU on the first work day of the month. 2) SD and Qualigen to prepare and agree to a monthly rolling 12 month product forecast by SKU to be provided to Qualigen by SD purchasing the fifth work day of the month. 3) SD Purchasing will coordinate with Qualigen to determine safety stock levels and re-order timing based on current SD inventory levels and lead times. 4) SD Purchasing will submit a purchase order for inventory to Qualigen monthly. 5) Qualigen will invoice SD for inventory purchased according to the SD Purchase order. 6) SD A/P to pay invoice from Qualigen per agreed upon terms of payment. Order to Cash 1) SD customer to submit Purchase order to Qualigen for Qualigen products. 2) Sales order entered into Qualigen ERP system by Qualigen customer service on behalf of SD. 3) Credit card customers provide credit card information to Qualigen customer service via SD credit card form. Qualigen customer service provides to SD finance credit card information for verification prior to shipment. 4) Order fulfilled and shipped to SD customer by Qualigen. 5) Qualigen generates SD invoice to customer at full commercial value on behalf of SD. 6) Freight charges should be managed as freight collect on Customer account or SD account. 7) Invoice sent to SD customer by Qualigen on behalf of SD. 8) Customer remits to SD lock box 9) Qualigen manages the cash applications for SD accounts receivable. 10) Customer relationship for management of debt collections to be managed by SD. Exhibit F-1\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nFinance month end reporting 1) Qualigen to provide no later than work day 2 the following information for SD related data to SD Finance: a. A/R balances by Customer b. Inventory Balances by SKU - quantity, and SD cost (transfer price) c. Units Sold in the month by SKU and cost (transfer price, if available) d. Summary Invoiced Revenue by Customer by SKU e. Prompt pay, channel fees, chargebacks information f. Fixed Asset information, e.g. instrument by customer, location, serial #, etc. 2) SD Finance will create journal entries to record Sales, A/R, COGS, Inventory and any related reserve or revenue adjustments using monthly reports with information provided by Qualigen. 3) SD Finance will coordinate with Qualigen to conduct an annual physical count of inventory at their location. 4) SD finance and Qualigen finance will schedule routine meetings to discuss monthly reports or discrepancies. 5) SD finance reconciles margin split, per the agreement terms, with Qualigen. Qualigen will have custodial responsibility for Sekisui inventory held at Qualigen. Any inventory shrinkage or damage to Sekisui inventory while at Qualigen will be Qualigen's responsibility. Exhibit F-2\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nExhibit F-3\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nExhibit F-4\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nExhibit F-5\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020\n\n\n\n\n\nSCHEDULE 2.1 Qualigen Distribution Agreements 1. McKesson Distribution Agreement effective April 20, 2010 as amended August 12, 2013 and April 20, 2015 2. McKesson Marketing Service Agreement effective July 1, 2014 3. Woongbee MeDiTech Inc. Distribution Agreement dated November 12, 2002 4. Nanova Co., Ltd. Distribution Agreement dated October 29, 2014 5. Axon Lab A.G. Distribution Agreement effective September 22, 2015 The following Distribution Agreements also shall be assigned upon Sekisui's request. A. Alpha Diagnostics Sp. Z o.o Distribution Agreement dated November 15, 2010 B. Cariad Technologies Ltd. distribution Agreement dated April 15, 2005, as amended May 30, 2005 C. CliniLine, S.A. Distribution Agreement dated February 5, 2003, as amended October 27, 2004 Schedule 2.1\n\nSource: RITTER PHARMACEUTICALS INC, S-4/A, 3/13/2020"}]}, {"title": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "Endorsement Agreement", "answer_start": 38217}], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Diplomat Ambassador Eyewear Group", "answer_start": 581}, {"text": "Kathy Ireland", "answer_start": 228}, {"text": "KI Inc.", "answer_start": 250}, {"text": "The Sterling/Winters Co.", "answer_start": 320}, {"text": "KI", "answer_start": 250}, {"text": "Diplomat", "answer_start": 581}, {"text": "Kathy Ireland, Inc.", "answer_start": 228}, {"text": "SW", "answer_start": 472}], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "August 24, 1995", "answer_start": 152}], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "August 1, 1995", "answer_start": 2665}], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 2611}], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 35819}], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [{"text": "Nothing in this Agreement shall be construed to prevent KI, Inc. from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement.", "answer_start": 7070}, {"text": "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.", "answer_start": 6873}], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [{"text": "Nothing in this Agreement shall be construed to prevent KI, Inc. from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement.", "answer_start": 7070}, {"text": "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.", "answer_start": 6873}], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": false}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "KI, Inc. may assign its rights hereunder, but shall furnish written notice of such assignment to Diplomat.", "answer_start": 33805}, {"text": "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.", "answer_start": 33521}], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 3160}, {"text": "In the       event any sale is made at a special price to any of Diplomat's       subsidiaries or to any other person, firm or corporation related in any       manner to Diplomat or its officers, directors or major stockholders, there       shall be a royalty paid on such sales based upon the price generally       charged the trade by Diplomat.", "answer_start": 23257}], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "Diplomat agrees to pay KI, Inc. the minimum royalties set forth below as a minimum guarantee against royalties to be paid to KI, Inc. under subparagraph 3.(a), above:\n\n                  (1) 1st License Year (8/1/95 - 1/30/97):     $                   (2) 2nd License Year (2/1/97 - 1/30/98):     $                   (3) 3rd License Year (2/1/98 - 1/30/99):     $                   (4) 4th License Year (2/1/99 - 1/30/2000):   $", "answer_start": 3775}, {"text": "The minimum royalty for the 1st License Year shall be paid as follows: $ upon the signing of the Deal Memo dated August 24, 1995, the balance of $ to be paid in six (6) equal, consecutive, monthly installments of $ commencing with the month in which this Agreement is signed.", "answer_start": 4208}, {"text": "No part of the minimum royalty for the first License Year shall in any event be repayable to Diplomat.", "answer_start": 4484}], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [{"text": "The photo sessions shall be up to two (2) consecutive days in duration, each day to consist of no more than eight (8) working hours.", "answer_start": 9842}, {"text": "KI will participate in up to two (2) photo sessions per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place.", "answer_start": 9489}, {"text": "The video production sessions shall be up to two (2) consecutive days", "answer_start": 11416}, {"text": "KI will participate in the production of up to one (1) product information/sales video per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place.", "answer_start": 11017}, {"text": "in duration, each day to consist of no more than eight (8) working hours.", "answer_start": 9901}], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": false}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "(2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n                        (3) such other optical accessories as the parties shall agree.", "answer_start": 2306}, {"text": "Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n                        (1) sunglasses, eyeglasses, readers and ophthalmic frames;", "answer_start": 1863}], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "Upon the termination of this license,       notwithstanding anything to the contrary herein, all royalties on sales       theretofore made shall become immediately due and payable and no minimum       royalties shall be repayable.", "answer_start": 28172}, {"text": "Upon and after the termination of the license, and except as otherwise provided in this Agreement, Diplomat may dispose of products covered by this Agreement which are on hand, or in process at the time notice of termination is received, for a period of one hundred and twenty (120) days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 3.", "answer_start": 29291}], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 24398}, {"text": "KI, Inc. and its duly-authorized representatives shall have the right, upon reasonable notice and at reasonable hours of the day, to visit the offices of Diplomat one time each calendar quarter for the purpose of examining said books of account and records, and all other documents and materials in the possession or under the control of Diplomat, with respect to the", "answer_start": 23987}], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "As proof of such insurance, a fully paid certificate of insurance naming KI, Inc. and KI as an insured party will be submitted to KI, Inc. by Diplomat for KI, Inc.'s prior approval before any product is distributed or sold, and at the latest within thirty (30) days after the date first written above.", "answer_start": 15371}, {"text": "KI, Inc. shall be entitled to a copy of the\n\n\n\n\n\nthen prevailing certificate of insurance, which shall be furnished KI, Inc. by Diplomat.", "answer_start": 15777}, {"text": "Any proposed change in certificates of insurance shall be submitted to KI, Inc. for its prior approval.", "answer_start": 15673}, {"text": "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.", "answer_start": 14996}], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 13042}], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.28\n\n                              ENDORSEMENT AGREEMENT\n\n            This Endorsement Agreement (\"Agreement\") is made and entered into as of August 24, 1995, by and among the following parties:\n\n                  (a) Kathy Ireland, Inc. (\"KI Inc.\"), furnishing the services       of Kathy Ireland (\"KI\"), c/o The Sterling/Winters Co., 1900 Avenue of the       Stars, Suite #1640, Los Angeles, California 90067;\n\n                  (b) The Sterling/Winters Co. (\"SW\"), 1900 Avenue of the Stars,       Suite #1640, Los Angeles, California 90067; and\n\n                  (c) Diplomat Ambassador Eyewear Group (\"Diplomat\"), 1010 Arch       Street, 3rd Floor, Philadelphia, Pennsylvania 19107.\n\n            1. Recitals.\n\n                  (a) Whereas Diplomat has created a new product line to be known as \"Kathy Ireland Eyewear\" (\"KI Eyewear\");\n\n                  (b) Whereas Diplomat estimates on a non-binding basis that wholesale sales of KI Eyewear will reach $          during the first License Year, $          during the 2nd License Year, $          during the 3rd License Year, and $          during the 4th License Year (as those License Years are defined in subparagraph 3.(b) of this Agreement);\n\n                  (c) Whereas Diplomat desires to obtain the right to use the name, likeness and endorsement of KI in connection with the advertisement, promotion and sale of KI Eyewear; and\n\n                  (d) Whereas KI, Inc. has the authority to grant the right to use KI's name, likeness and endorsement to Diplomat in connection with the advertisement, promotion and sale of KI Eyewear and desires to do so;\n\n                  (e) NOW THEREFORE, for and in consideration of the mutual promises and conditions contained in this Agreement, the parties hereby agree as follows.\n\n            2. Grant of License.\n\n                  (a) Products. Upon the terms and conditions set forth in this Agreement, KI, Inc. hereby grants to Diplomat and Diplomat hereby accepts the right, license and privilege of utilizing KI's name and likeness solely upon and in connection with the manufacture, sale and distribution of the following products:\n\n                        (1) sunglasses, eyeglasses, readers and ophthalmic frames;\n\n                                       1\n\n                        (2) optical cases, optical eye chains, eye pins, and lens cleaning kits sold only in optical retailers; and\n\n                        (3) such other optical accessories as the parties shall agree.\n\n                  (b) Territory. The license hereby granted extends worldwide.\n\n                  (c) Term. 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. Notwithstanding the foregoing, if the management of Kmart stores elects not to carry KI eyewear prior to the end of the first license year (January 30, 1997), then either party shall have the right to terminate this Agreement as of such date.\n\n                  3. Terms of Payment.\n\n                  (a) Rate. 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. The term \"net wholesale volume\" shall mean gross sales to all customers; less returns, trade discounts and cash discounts; but no deduction shall be made for other discounts or uncollectible accounts. No costs incurred in the manufacture, sale, distribution, or exploitation of the products covered by this Agreement shall be deducted from any royalty payable by Diplomat.\n\n                  (b) Minimum Royalties. Diplomat agrees to pay KI, Inc. the minimum royalties set forth below as a minimum guarantee against royalties to be paid to KI, Inc. under subparagraph 3.(a), above:\n\n                  (1) 1st License Year (8/1/95 - 1/30/97):     $                   (2) 2nd License Year (2/1/97 - 1/30/98):     $                   (3) 3rd License Year (2/1/98 - 1/30/99):     $                   (4) 4th License Year (2/1/99 - 1/30/2000):   $\n\n\n\n\n\nThe minimum royalty for the 1st License Year shall be paid as follows: $ upon the signing of the Deal Memo dated August 24, 1995, the balance of $ to be paid in six (6) equal, consecutive, monthly installments of $ commencing with the month in which this Agreement is signed. No part of the minimum royalty for the first License Year shall in any event be repayable to Diplomat. The minimum royalty for the 2nd, 3rd and 4th License Years shall be made in four equal installments payable on February 1st, May 1st, August 1st and November 1st of each such License Year. Notwithstanding the foregoing, if royalties paid by Diplomat to KI, Inc. on net\n\n                                       2\n\nwholesale 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).\n\n                  (c) Periodic Statements. Within thirty (30) days after the initial shipment of the products covered by this Agreement, and promptly on the 15th of each calendar month thereafter, Diplomat shall furnish to KI, Inc. complete and accurate statements certified to be accurate by Diplomat showing the number, description and gross sales price, itemized deductions from gross sales price, and net sales price of the products covered by this Agreement distributed and/or sold by Diplomat during the preceding calendar month, together with any returns made during the preceding calendar month. Such statements shall be furnished to KI, Inc. whether or not any of the products have been sold during the preceding calendar month.\n\n                  (d) Royalty Payments. Royalties in excess of the minimum royalty shall be due on the 25th day of the month following the calendar month in which they are earned, and payment shall accompany the statements furnished pursuant to subparagraph (c), above. The receipt or acceptance by KI, Inc. of any of the statements furnished pursuant to this Agreement, or of any royalties paid hereunder, or the cashing of any royalty checks paid hereunder, shall not preclude KI, Inc. from questioning the correctness of such statements or payments, provided all such questions are raised with Diplomat within two years of the date of KI Inc's receipt of the statement or payment in question. In the event any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payments made by Diplomat.\n\n            4. Exclusivity.\n\n            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. Nothing in this Agreement shall be construed to prevent KI, Inc. from granting any other licenses for the use of KI's name or likeness, or from utilizing KI's name and likeness in any manner whatsoever, except that KI, Inc. agrees that except as provided herein it will grant no other licenses for the territory to which this license extends for the use of KI's name and likeness in connection with the sale of the products described in subparagraphs 2.(a)(1) and (2) of this Agreement effective during the term of this Agreement.\n\n            5. Personal Endorsement and Appearances.\n\n                  (a) Endorsement. KI, Inc. agrees that KI shall endorse KI Eyewear and that KI will use her best efforts to wear KI Eyewear whenever reasonably possible and appropriate, with KI to have sole, unfettered discretion as to where and when to wear KI Eyewear.\n\n                                       3\n\n                  (b) USA Appearance. KI will make one (1) personal appearance per License Year during the period of this Agreement on behalf of Diplomat at the Vision Expo in New York, New York, subject to the terms of this paragraph. Such appearance shall be for the purpose of signing autographs, shall last for a period of up to three (3) hours, and shall be subject to KI's schedule and availability. Diplomat, at its own expense, shall provide KI with a hair and make-up assistant of KI's choosing for each personal or media appearance required under this Agreement.\n\n                  (c) Travel. Travel expenses of KI in connection with all scheduled personal appearances under this Agreement, as well the travel expenses of KI's child, the child's nanny, KI's hair and make-up assistant of KI's choosing, and two (2) additional traveling companions of KI's choosing (collectively referred to as KI's \"entourage\"), shall be provided by Diplomat. KI and the members of her entourage shall travel via first class air and portal-to-portal limousine ground transportation. In addition, KI and the members of her entourage shall be lodged in first class hotel accommodations and all of them shall be reimbursed for all meals and other incidental expenses in connection with such appearances. All the above travel expenses of KI and the members of her entourage shall be billed directly to Diplomat. For purposes of this paragraph (c), the term \"travel expenses\" shall include\n\n                  (d) Photo Sessions. KI will participate in up to two (2) photo sessions per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place. The photo sessions shall be scheduled at KI's convenience upon not less than two (2) weeks prior notice, and shall be subject to KI's preexisting personal and professional commitments. The photo sessions shall be up to two (2) consecutive days in duration, each day to consist of no more than eight (8) working hours. The photo shoots shall be\n\n\n\n\n\nproduced by SW, approved in writing by Diplomat (which approval shall not be unreasonably withheld), and all images produced from the photo sessions shall be the property of SW. The parties agree that all images from the photo sessions shall be retouched at the expense of Diplomat. In recognition of SW's expenses in connection with the above photo sessions, Diplomat shall pay SW the sum of $       per day for each day (or partial day) of such photo sessions. It is understood by the parties that such sum shall include all expenses required to provide Diplomat with positive film (excluding travel expenses of KI, as set forth in this Agreement), and that such sum contemplates a typical location for such photo sessions. If a more elaborate set-up for such photo sessions is required, and such set-up is mutually agreed to by the parties, then the above sum shall be increased to such amount as the parties shall agree. The above sum shall not include retouching images.\n\n                  (e) Videotapes. KI will participate in the production of up to one (1) product information/sales video per License Year during the period of this Agreement on behalf of Diplomat at a mutually acceptable time and place. The video production sessions shall be scheduled at KI's convenience upon not less than two (2) weeks prior notice, and shall be subject to KI's preexisting personal and professional commitments. The video production sessions shall be up to two (2) consecutive days\n\n                                       4\n\nin duration, each day to consist of no more than eight (8) working hours. The video production sessions shall be produced by SW, approved in writing by Diplomat (which approval shall not be unreasonably withheld), and all images produced from the video production sessions shall be the property of SW. In recognition of SW's expenses in connection with such video production sessions, Diplomat shall pay SW a sum per day for each day (or partial day) of such sessions, such sum to be agreed upon by the parties. It is understood by the parties that such sum shall include all expenses required to provide Diplomat with an acceptable video (excluding travel expenses of KI, as set forth in this Agreement).\n\n                  (f) Scope of 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.\n\n            6. Good Will, Etc.\n\n            Diplomat recognizes the great value of the good will associated with KI's name and acknowledges that (a) KI's name, and all rights and good will pertaining to KI's name, belong exclusively to KI, Inc. and (b) that KI's name has a secondary meaning in the mind of the public.\n\n            7. KI, Inc.'s Title and Protection of KI. Inc.'s Rights.\n\n                  (a) 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. KI, Inc. hereby indemnifies Diplomat and undertakes to hold it harmless against only those claims or suits (i) arising solely out of the authorized use of KI's name by Diplomat in accordance with this Agreement and (ii) brought by those persons or entities to whom KI, Inc. has licensed the use of KI's name and likeness. Prompt notice shall be given by Diplomat to KI, Inc. of any such claim or suit. In addition, KI, Inc. shall have the option to undertake and conduct the defense of any suit so brought and no settlement of any such claim or suit shall be made without the prior written consent of KI, Inc.\n\n                  (b) Diplomat shall notify KI, Inc. in writing of any infringements or imitations by others of KI's name on products similar to those covered by this Agreement that may come to Diplomat's attention, and KI, Inc. shall have the sole right to determine whether or not any action shall be taken in connection with such infringements or imitations. Diplomat shall not institute any suit or take any action in connection with any such infringements or imitations without first obtaining the written consent of KI, Inc.\n\n                                       5\n\n            8. Indemnification by Licensee and Product Liability Insurance.\n\n            Diplomat hereby indemnifies KI, Inc. and KI, undertakes to defend KI, Inc. and KI against, and hold KI, Inc. and KI harmless from, any claims, suits, loss and damage (including attorneys' fees and costs) arising out of (a) any allegedly unauthorized use of any patent, process, idea, method, or device by Diplomat in connection with the products covered by this Agreement, (b) any alleged defects in the products covered by this Agreement, and (c) any other alleged action by Diplomat. 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. As proof of such insurance, a fully paid certificate of insurance naming KI, Inc. and KI as an insured party will be submitted to KI, Inc. by Diplomat for KI, Inc.'s prior approval before any product is distributed or sold, and at the latest within thirty (30) days after the date first written above. Any proposed change in certificates of insurance shall be submitted to KI, Inc. for its prior approval. KI, Inc. shall be entitled to a copy of the\n\n\n\n\n\nthen prevailing certificate of insurance, which shall be furnished KI, Inc. by Diplomat. As used in the first 2 sentences of this paragraph 6, \"KI, Inc.\" shall also include the officers, directors, agents, and employees of the KI, Inc., or any of its subsidiaries or affiliates.\n\n            9. Quality of Merchandise.\n\n                  Diplomat agrees that the products covered by this Agreement shall be of such style, appearance and quality as to be adequate and suited to their exploitation to the best advantage, protection and enhancement of KI's name and the good will pertaining to such name. Diplomat further agrees that (a) such products will be manufactured, sold and distributed in accordance with all applicable Federal, State and local laws, (b) that the policy of sale, distribution, and/or exploitation by Diplomat shall be to the best advantage of KI, Inc. and KI, and (c) that the latter policy shall in no manner reflect adversely upon the good name of KI and KI, Inc. To this end, Diplomat shall, before selling or distributing any of the products, furnish to KI, Inc. for its approval, free of cost, a reasonable number of samples of each product and the cartons, containers, packing and wrapping material for such products. The quality and style of such products, as well as of any carton, container or packing or wrapping material, shall be subject to the approval of KI, Inc., which shall not be unreasonably withheld or delayed. 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. After samples have been approved pursuant to this paragraph, Diplomat shall not depart therefrom in any material respect without KI, Inc.'s prior written consent. From time to time after Diplomat has commenced selling the products, and upon KI, Inc.'s written request, Diplomat shall furnish without cost to KI, Inc. not more than ten (10) additional random samples of each product being manufactured and sold by Diplomat under this Agreement, together with any containers and packing and wrapping material used in connection with such products.\n\n                                       6\n\n            10. Labeling.\n\n                  (a) Diplomat agrees that it will cause to appear on or within       each product sold by it under this license and on or within all       advertising, promotional, or display material bearing KI's name (i) the       notice \"Copyright (c) (year) ______\" and any other notice desired by KI,       Inc and (ii) where such product, advertising, promotional, or display       material bears a trademark or service mark, appropriate statutory notice       of registration or application for registration thereof. In the event that       any product is marketed in a carton, container, packing or wrapping       material bearing KI's name, such notice shall also appear upon the said       carton, container, packing or wrapping material. Each and every tag,       label, imprint, or other device containing any such notice and all       advertising, promotional or display material bearing KI's name shall be       submitted by Diplomat to KI, Inc. for its written approval prior to use by       Diplomat. Approval by KI, Inc. shall not constitute waiver of KI, Inc.'s       rights or Diplomat's duties under any provision of this Agreement.\n\n                  (b) Diplomat agrees to cooperate fully and in good faith with       KI, Inc., at the expense of KI, Inc., for the purpose of securing and       preserving KI, Inc.'s (or any grantor of KI, Inc.'s) rights in and to KI's       name. It is agreed that nothing contained in this Agreement shall be       construed as an assignment or grant to Diplomat of any right, title or       interest in or to KI's name, it being understood that all rights relating       thereto are reserved by KI, Inc., except for the license hereunder to       Diplomat of the right to use and utilize KI's name only as specifically       and expressly provided in this Agreement. 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. Any such assignment, transfer, or conveyance shall       be without consideration other than the mutual covenants and       considerations of this Agreement.\n\n                  (c) Diplomat hereby agrees that its every use of KI's name       shall inure to the benefit of KI, Inc. and that Diplomat shall not at any       time acquire any rights in KI's name by virtue of any use it may make of       such name.\n\n            11. Promotional Material.\n\n                  (a) In all cases where Diplomat desires artwork to be created       involving products that are the subject of this license, the cost of such       artwork and the time for the production thereof shall be borne by       Diplomat. All artwork and designs involving KI's name, or any reproduction       thereof, shall, notwithstanding their invention or use by Diplomat, be and       remain the\n\n                                       7\n\n      property of SW, and SW shall be entitled to use the same and to license       the use of the same by others.\n\n                  (b) KI, Inc. shall have the right, but shall not be under any\n\n\n\n\n\n      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. KI, Inc. shall not be under any obligation whatsoever to       use KI's name, or any person, character, symbol, design, likeness, or       visual representation thereof in any radio or television program.\n\n                  (c) Diplomat agrees not to offer for sale, advertise, or       publicize any of the products licensed hereunder on radio or television       without the prior written approval of KI, Inc., which approval KI, Inc.       may grant or withhold in its unfettered discretion.\n\n            12. Distribution.\n\n                  (a) Diplomat agrees that during the term of this license it       will diligently and continuously manufacture, distribute and sell the       products covered by this Agreement and that it will make and maintain       adequate arrangements for the distribution of the products.\n\n                  (b) Diplomat agrees that it will sell and distribute the       products covered by this Agreement (i) to jobbers, wholesalers and       distributors for sale and distribution to retail stores and merchants, and       (ii) to retail stores and merchants for sale and distribution direct to       the public. Diplomat shall not, without the prior written consent of KI,       Inc., sell or distribute such products to jobbers, wholesalers,       distributors, retail stores, or merchants whose sales or distribution are       or will be made for publicity or promotional tie-in purposes, combination       sales, premiums, give-aways, or similar methods of merchandising. In the       event any sale is made at a special price to any of Diplomat's       subsidiaries or to any other person, firm or corporation related in any       manner to Diplomat or its officers, directors or major stockholders, there       shall be a royalty paid on such sales based upon the price generally       charged the trade by Diplomat.\n\n                  (c) Diplomat agrees to sell to KI, Inc. such quantities of the       products at as low a rate and on as good terms as Diplomat sells similar       quantities of the products to the general trade.\n\n            13. Records.\n\n            Diplomat agrees to keep accurate books of account and records covering all transactions relating to the license hereby granted. KI, Inc. and its duly-authorized representatives shall have the right, upon reasonable notice and at reasonable hours of the day, to visit the offices of Diplomat one time each calendar quarter for the purpose of examining said books of account and records, and all other documents and materials in the possession or under the control of Diplomat, with respect to the\n\n                                       8\n\nsubject 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. Upon demand of KI, Inc., Diplomat shall furnish to KI, Inc. a detailed statement by an independent certified public accountant showing the number, description, gross sales price, itemized deductions from gross sales price and net sales price of the products covered by this Agreement distributed and/or sold by Diplomat to the date of KI, Inc.'s demand. The cost of preparing such statement shall be borne by KI, Inc. However, notwithstanding the foregoing, if the prepared statement indicates that KI, Inc., received less than all royalties payable to it under this Agreement, and the differential between the royalties received and those payable amounts to more than  % of the royalties received, then the cost of such statement shall be borne by Diplomat. In the event books of account and records shall be kept available for at least two (2) years after the termination of this license.\n\n            14. Bankruptcy, Violation, Etc.\n\n                  (a) If Diplomat shall not have commenced in good faith to       manufacture or distribute in commercial quantities sunglasses and       ophthalmic frames using KI's name within three months after the date of       this Agreement, or if at any time thereafter in any six calendar month       period Diplomat fails to sell or distribute sunglasses or ophthalmic       frames, or any other product described in subparagraph 2(a) of this       Agreement, KI Inc. may give notice of such failure with respect to any       such product which has not been so manufactured or distributed during the       six calendar month period. In the event that Diplomat does not commence       selling such product in commercial quantities within 90 days after such       notice, such notice shall be deemed to be a termination of this License       with respect to such product.\n\n                  (b) If Diplomat files a petition in bankruptcy, or is       adjudicated a bankrupt, or if a petition in bankruptcy is filed against       Diplomat, or if it becomes insolvent, or it makes an assignment for the       benefit of its creditors or an arrangement pursuant to any bankruptcy law,       or if Diplomat discontinues its business, or if a receiver is appointed       for it or its business, the license hereby granted shall automatically       terminate forthwith without any notice whatsoever being necessary. In the       event this license is so terminated, Diplomat, its receivers,       representatives, trustees, agents, administrators, successors and/or       assigns shall have no right to sell, exploit or in any way deal with or in       any of the products covered by this Agreement, or any carton, container,       packing or wrapping material, advertising, promotional or display material       pertaining thereto, except with and under the special consent and       instructions of KI, Inc. in writing, which they shall be obligated to       follow.\n\n\n\n\n\n                  (c) 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\n\n                                       9\n\n      completely remedy the violation within the twenty-day period and satisfy       KI, Inc. that such violation has been remedied.\n\n                  (d) Termination of the license under the provisions of this       paragraph 14 shall be without prejudice to any rights which KI, Inc. may       otherwise have against Diplomat. Upon the termination of this license,       notwithstanding anything to the contrary herein, all royalties on sales       theretofore made shall become immediately due and payable and no minimum       royalties shall be repayable.\n\n            15. Final Statement Upon Termination or Expiration.\n\n            Sixty (60) days before the expiration of this license and, in the event of its termination, ten (10) days after receipt of notice of termination or the happening of the event which terminates this Agreement where no notice is required, a statement showing the number and description of products covered by this Agreement on hand or in process shall be furnished by Diplomat to KI, Inc. KI, Inc. shall have the right to take a physical inventory to ascertain or verify such inventory and statement and refusal by Diplomat to submit to such physical inventory by KI, Inc. shall forfeit Diplomat's right to dispose of such inventory, KI, Inc. retaining all other legal and equitable rights KI, Inc. may have under the circumstances.\n\n            16. Disposal of Stock Upon Termination or Expiration.\n\n            Upon and after the termination of the license, and except as otherwise provided in this Agreement, Diplomat may dispose of products covered by this Agreement which are on hand, or in process at the time notice of termination is received, for a period of one hundred and twenty (120) days after notice of termination, provided advances and royalties with respect to that period are paid and statements are furnished for that period in accordance with paragraph 3. Notwithstanding anything to the contrary herein, Diplomat shall not manufacture, sell or dispose of any products covered by this license after (a) the expiration of the license, or (b) the termination of the license based on (i) the failure of Diplomat to affix notice of copyright, trademark or service mark registration or any other notice to the products, cartons, containers, or packing or wrapping material or advertising, promotional or display material, or (ii) because of the departure by Diplomat from the quality and style approved by KI, Inc. pursuant to paragraph 9.\n\n            17. Effect of Termination or Expiration.\n\n            Upon and after the expiration or termination of this license, all rights granted to Diplomat hereunder shall forthwith revert to KI, Inc., who shall be free to license others to use KI's name in connection with the manufacture, sale and distribution of the products covered hereby, and Diplomat will refrain from further use of KI's name or any further reference to it, direct or indirect, or anything deemed by KI, Inc. to be similar to the KI's name, in connection with the manufacture, sale or distribution of Diplomat's products, except as provided in paragraph 17.\n\n                                       10\n\n            18. KI, Inc.'s Remedies.\n\n                  (a) Diplomat acknowledges that (except as otherwise provided       herein) its failure to commence in good faith to manufacture and       distribute in commercial quantities any one or more of the products listed       in subparagraph 2(a) within three (3) months of the date of this Agreement       and to continue during the term hereof to diligently and continuously       manufacture, distribute and sell the products covered by this Agreement,       or any class or category thereof, will result in immediate damages to KI,       Inc.\n\n                  (b) Diplomat also acknowledges that (except as otherwise       provided herein) its failure to cease the manufacture, sale or       distribution of the products covered by this Agreement, or any class or       category thereof, at the termination or expiration of this Agreement will       result in immediate and irremediable damage to KI, Inc. and to the rights       of any subsequent licensee. Diplomat acknowledges and admits that there is       no adequate remedy at law for such failure to cease manufacture, sale or       distribution, and Diplomat agrees that in the event of such failure KI,       Inc. shall be entitled to equitable relief by way of temporary and       permanent injunctions and such other further relief as any court with       jurisdiction may deem just and proper.\n\n                  (c) Resort to any remedies herein shall not be construed as a       waiver of any other rights and remedies to which KI, Inc. is entitled       under this Agreement or otherwise.\n\n            19. Excuse for Nonperformance.\n\n            Diplomat shall be released from its obligations hereunder and this license shall terminate in the event that governmental regulations or other\n\n\n\n\n\ncauses arising out of a state of national emergency, war, or causes beyond the control of the parties render performance impossible and one party so informs the other in writing of such causes and its desire to be so released. In such events, all royalties on sales theretofore made shall become immediately due and payable and no minimum royalties shall be repayable.\n\n            20. No Joint Venture.\n\n            Nothing herein contained shall be construed to place the parties in the relationship of partners or joint venturers, and Diplomat shall have no power to obligate or bind KI, Inc. in any manner whatsoever.\n\n            21. No Assignment or Sublicense by Diplomat.\n\n            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.\n\n                                       11\n\n            KI, Inc. may assign its rights hereunder, but shall furnish written notice of such assignment to Diplomat.\n\n            22. No Waiver, Etc.\n\n            None of the terms of this Agreement can be waived or modified except by an express Agreement in writing signed by both parties. There are no representations, promises, warranties, covenants or undertakings other than those contained in this Agreement, which represents the entire understanding of the parties. The failure of either party hereto to enforce, or the delay by either party in enforcing, any of its rights under this Agreement shall not be deemed a continuing waiver or a modification thereof and either party may, within the time provided by applicable law, commence appropriate legal proceedings to enforce any or all of such rights. No person, firm, group or corporation (whether included in KI's name or otherwise) other than Diplomat and KI, Inc. shall be deemed to have acquired any rights by reason of anything contained in this Agreement, except as provided in paragraphs 8 and 22.\n\n            23. Additional Endorsers. 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.\n\n            24. Miscellaneous Provisions.\n\n                  (a) Authority. KI, Inc. has the full right, power, legal       capacity and authority to enter into this Agreement on behalf of KI, to       carry out its terms, and to grant Diplomat the rights, licenses and       privileges granted in this Agreement.\n\n                  (b) Merger. This Agreement supersedes any and all prior       written or oral agreements between the parties.\n\n                  (c) 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.\n\n                  (d) Attorneys' Fees. The prevailing party in any proceeding       brought to enforce any provision of this Agreement shall be entitled to       recover the reasonable fees and costs of its counsel, plus all other costs       of such proceeding.\n\n                  (e) Notices. All notices and statements to be given, payments       to be made and materials to be submitted under this Agreement shall be       given, made and submitted via certified or registered mail, postage       prepaid, return\n\n                                       12\n\n      receipt requested, at the addresses of the parties, as set forth above,       unless notification of a change of address is given in writing, and the       date of mailing shall be deemed the date the notice or statement is given.\n\n            IN WITNESS WHEREOF, this Agreement has been executed as of the date first set forth above.\n\n                                    /s/ Kathy Ireland                                                        ---------------------------------                                     KATHY IRELAND, Individually                                                                                                               KATHY IRELAND, INC.                                                                       By /s/ Kathy Ireland                                     ---------------------------------                                     KATHY IRELAND, President\n\n\n\n\n\n                                    THE STERLING/WINTERS CO.                                                                       By /s/ Jason Winters                                     ---------------------------------                                     JASON WINTERS                                                                                                               DIPLOMAT AMBASSADOR EYEWEAR GROUP                                                                       By /s/ Barry Budilov                                     ---------------------------------                                     BARRY BUDILOV, President\n\n                                       13\n\n                       ADDENDUM TO ENDORSEMENT AGREEMENT\n\n      This addendum to the Endorsement Agreement between Kathy Ireland, Inc., Diplomat Ambassador Eyewear Group, and The Sterling/Winters Company entered into as of August 24, 1995 now includes the following provision:\n\n      Diplomat Ambassador Eyewear Group agrees to comply with the laws and regulations of any state or territory in which they manufacture or have sub-contracted any Kathy Ireland product, especially pertaining to labor and safety issues.\n\n      Diplomat Ambassador Eyewear Group agrees to comply with any reasonable requests from Kathy Ireland, Inc. concerning labor and safety resolutions.\n\n                                    DIPLOMAT AMBASSADOR EYEWEAR GROUP                                      3/4/97                           By /s/ Barry Budilov - -------                             --------------------------------- Dated                               BARRY BUDILOV, President\n\n                                    KATHY IRELAND, INC.                                      3/18/97                          By /s/ Kathy M Ireland - -------                             --------------------------------- Dated                               KATHY IRELAND, President                                                                                                               THE STERLING/WINTERS CO.                                      3/21/97                          By /s/ Jason Winters - -------                             --------------------------------- Dated                               JASON WINTERS"}]}, {"title": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "STRATEGIC ALLIANCE AGREEMENT", "answer_start": 72}], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "GLOBAL ENERGY, INC.", "answer_start": 343}, {"text": "Oxbow", "answer_start": 331}, {"text": "Oxbow and Global each may be referred to from time to time herein as a \"Party\" and collectively as the \"Parties\".", "answer_start": 494}, {"text": "OXBOW CARBON & MINERALS LLC", "answer_start": 165}, {"text": "Global Energy", "answer_start": 477}], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "December 21, 2006", "answer_start": 134}], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 35787}], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 35787}], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 51461}], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [{"text": "If at any time on or prior to the earlier of (i) December 31, 2007, or (ii) the date on which Global Energy completes an initial public offering (\"IPO\") of its common stock, Global Energy sells additional common shares or other financial instruments convertible into its common shares, or enters into any similar transaction for the sale of an ownership interest in Global Energy which is the same or substantially the same as that sold to Oxbow under Section 1 of this Agreement, and the price of which is less than $200.00 per share, Global Energy shall issue additional common shares to Oxbow such that Oxbow's adjusted per-share price for its stockholdings shall be no greater than the lowest price paid by any such subsequent purchaser of its shares", "answer_start": 34538}], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": false}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [{"text": "Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.", "answer_start": 34234}], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [{"text": "If Oxbow makes the Lima Investment:    (i) Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses. The Lima Project Company's obligation to make such payment would be subject to satisfaction of the same lender covenants which will apply to distributions to equity investors in the Lima Project; and", "answer_start": 6676}, {"text": "(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).", "answer_start": 7087}, {"text": "Should the price of fuel delivered to the Lima Project be above the Price Basis, the commission will be reduced on a sliding scale according to the following formula:    C= BC+(PB-PI)*0.1094    Where:    C = commission  BC = Base Commission  PI = price invoiced per MMBTU  PB = Price Basis per MMBTU", "answer_start": 8753}], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "Global Energy securing one or more firm written commitments in form and substance reasonably acceptable to Oxbow for at least Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) of equity funding for the Lima Project, or in the alternative, evidence demonstrating that Global has available cash of Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) in its account.", "answer_start": 5954}, {"text": "However, the commission will never be less than $0.05 per MMBTU regardless of fuel price.", "answer_start": 9056}, {"text": "During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.", "answer_start": 35454}], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 49975}], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.11    Execution Copy    STRATEGIC ALLIANCE AGREEMENT    This STRATEGIC ALLIANCE AGREEMENT (this \"Agreement\") is made as of December 21, 2006 by and among OXBOW CARBON & MINERALS LLC, a Delaware limited liability company having a principal office address at 1601 Forum Place, Suite 1400, West Palm Beach, Florida 33401 (\"Oxbow\") and GLOBAL ENERGY, INC., an Ohio corporation having a principal office address at 312 Walnut Street, Suite 2650, Cincinnati, Ohio 45202 (\"Global Energy\"). Oxbow and Global each may be referred to from time to time herein as a \"Party\" and collectively as the \"Parties\".    RECITALS    WHEREAS, Oxbow is a world leader in petroleum coke trading, marketing, sales, and shipping; and    WHEREAS, Global Energy is a world leader in petroleum coke gasification, having optimized operations of the leading petroleum coke gasification technology, EGAS\u2122 technology, at its Wabash gasification facility in Indiana; and    WHEREAS, Oxbow leases a marine terminal site in Texas City, Texas which it believes to be well-suited for installation of petroleum coke gasification technology, in that gasification would optimize Oxbow's flexibility in the sale and use of petroleum coke currently stored on the site, which could be converted into pipeline SNG or hydrogen, as well as being shipped onward to Oxbow's traditional petroleum coke customers; and    WHEREAS, Global Energy is a leader in the development and permitting of gasification facilities, and currently is the only gasification facility owner/operator with permits to construct new gasification facilities (specifically, its Lima and Westfield Projects); and    WHEREAS, the Parties believe that an alliance as described in this Agreement will prove mutually beneficial;    NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:    AGREEMENT    1. Purchase of Shares. Global Energy shall issue and sell to Oxbow, and Oxbow shall purchase from Global Energy, on the Closing Date, Twenty-Five Thousand (25,000) common shares of Global Energy (the \"Shares\"), on the following terms and conditions, and subject to satisfaction of the conditions set forth in Section 6 hereof:    (a) Purchase Price. The purchase price for the Shares shall be Five Million and No/100 Dollars ($5,000,000.00), or $200.00 per Share.      1\n\n\n\n\n\n    (b) Payment. Payment of the Purchase Price shall be made on the Closing Date by wire transfer of immediately available funds to Global Energy, as applicable, at the applicable account designated by Global Energy, as follows:                                           Bank:     PNC Bank, N.A.                               Cincinnati, OH                          ABA No.:     042000398                          Account No.:     40-7690-5189                          Account Name:    Global Energy, Inc.                            (c) Closing. 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. At the Closing, Oxbow shall pay to Global Energy the Purchase Price and Global Energy shall deliver to Oxbow a stock certificate evidencing the issuance to Oxbow of the Shares. The Closing shall be deemed effective as of 12:01 a.m. U.S. Eastern Standard Time, on the Closing Date.    2. Strategic Alliance. The Parties hereby form a strategic alliance having the following key elements:    (a) Preferred Suppliers. Oxbow and Global Energy hereby designate one another as their preferred suppliers of certain goods and services, as follows:    (i) Oxbow shall be the preferred petroleum coke supplier to petroleum coke gasification projects owned or controlled by Global Energy.    (ii) Oxbow shall be a preferred supplier of coal, coal fines, gob or waste coal products (collectively, \"Coal\") to gasification projects owned or controlled by Global Energy.    (iii) Global Energy shall be the preferred gasification technology supplier to petroleum coke gasification projects majority owned or controlled by Oxbow.    (iv) Global Energy shall be the preferred gasification project operator for petroleum coke gasification projects at sites majority owned or controlled by Oxbow.      2\n\n\n\n\n\n    (b) Further Cooperation. The Parties also agree to cooperate in good faith as follows in furtherance of their strategic alliance:    (i) Oxbow will identify Oxbow petroleum coke related sites for collaboration with Global Energy.    (ii) Global Energy will identify Global Energy petroleum coke related sites for collaboration with Oxbow.    The obligations of the Parties pursuant to this Section 2 are subject to continued demonstrated performance and their mutual agreement on the schedule, pricing, financing, economics and other terms and conditions applicable to any such project.    3. Lima Project. In addition to the strategic alliance described in Section 2 of this Agreement, the parties specifically agree to the following with respect to Global Energy's proposed Lima, Ohio gasification project (the \"Lima Project\"):    (a) Investment by Oxbow. Oxbow will make a investment (the \"Lima Investment\") in the company which owns the Lima Project (the \"Lima Project Company\") in the amount of [*], as consideration for obtaining the fuel supply management agreement for the Lima Project and the other revenues and benefits described in this Section 3. Oxbow's obligation to make this investment would be subject to:    (i) Oxbow obtaining the consent of its existing lenders; and    (ii) Global Energy securing one or more firm written commitments in form and substance reasonably acceptable to Oxbow for at least Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) of equity funding for the Lima Project, or in the alternative, evidence demonstrating that Global has available cash of Two Hundred Seventeen Million and No/100 Dollars ($217,000,000.00) in its account.    (iii) Global Energy providing evidence satisfactory to Oxbow in its reasonable discretion that it has secured the 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).    (b) Revenues and Benefits to Oxbow. If Oxbow makes the Lima Investment:    (i) Oxbow will receive four percent (4%) of the Lima Project's pre-tax project cash flow after debt service and operation and maintenance (\"O&M\") expenses. The Lima Project Company's obligation to make such payment would be subject to satisfaction of the same lender covenants which will apply to distributions to equity investors in the Lima Project; and      3\n\n\n\n\n\n    (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).    (iii) Oxbow will have a seat on the Board of Directors of GEC or any subsidiary or affiliate of GEC which is responsible for the engineering, procurement and construction (\"EPC\") contract for the Lima Project.    (c) Fuel Management and Supply Agreement. In addition, if Oxbow makes the Lima Investment, Oxbow and Global Energy will enter into a fuel management and supply agreement (the \"Fuel Management and Supply Agreement\") for all fuel to be utilized by the Lima Project, which would include the following material provisions:    (i) Oxbow will manage all fuel coke and Coal supply and logistics for the Lima Project.    (ii) Oxbow will be paid a management fee of One Million and No/100 Dollars ($1,000,000.00) per year, such fee to be paid irrespective of actual Coal or petroleum coke use by the Lima Project.    (iii) As fuel supply manager, Oxbow will receive a base commission of $0.12 per MMBTU consumed by the Lima Project, independent of fuel type (the \"Base Commission\"). 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. Should the price of fuel delivered to the Lima Project be above the Price Basis, the commission will be reduced on a sliding scale according to the following formula:    C= BC+(PB-PI)*0.1094    Where:    C = commission  BC = Base Commission  PI = price invoiced per MMBTU  PB = Price Basis per MMBTU    However, the commission will never be less than $0.05 per MMBTU regardless of fuel price. For purposes of calculating this commission, the price of all fuel supply transactions would be based on the direct cost of supply and transportation expenses as invoiced.      4\n\n\n\n\n\n    (iv) Global Energy may provide up to ten percent (10%) of the annual fuel requirements of the Lima Project from renewable sources. Oxbow would receive the same commission on a per-BTU basis on any such fuel supplied by Global Energy.    (d) Project Management. In the event Oxbow funds its investment in the Lima Project Company as set forth in Section 3(a), and either or both of the following occur:       (i)  Closing and funding of the Lima Project financing does not occur on or before December 15, 2007; or       (ii)  There is a delay of twelve months or more in meeting any project milestones as set forth in Schedule 3(d) (\"Project Milestones\");    then Oxbow shall have the right to take over the development and management of the Lima Project; provided, however, that the Lima Project fuel supply arrangements shall continue to be managed as set forth in the Fuel Management and Supply Agreement and Oxbow shall not be entitled to direct the disposition of ownership interests in the Lima Project Company, unless additional equity is required to finance the project. 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.    4. Representations and Warranties of Global Energy. Global Energy represents and warrants that the statements contained in this Section 4 are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date.    (a) Organization. Global Energy is a corporation duly formed, validly existing and in good standing under the laws of the State of Ohio, and has full corporate power and authority to own, or hold under lease, and operate its properties, and to conduct its business as such business is now being conducted.    (b) Capitalization of Global Energy. The total authorized share capital of Global Energy as of the date of this Agreement is 10,000,000 common shares and 500,000 preferred shares. As of this date, 5,549,847 common shares and 105,086 preferred shares have been issued. The preferred shares are convertible into common shares at the conversion rate of 1.0 preferred shares to 1.71 common shares. As of the Closing Date, after giving effect to the Share purchase and the conversion of the preferred shares, 5,729,544 common shares of Global Energy will be issued and outstanding.    (c) The Shares.    (i) The Shares are duly authorized, validly issued and fully paid and non-assessable and were issued in accordance with all applicable securities laws or pursuant to exemptions therefrom. As of the Closing Date, after giving effect to the Share purchase and the conversion of Global Energy's preferred shares, the Shares will constitute a forty-four hundredths of one percent (0.44%) interest in the common shares of Global Energy.      5\n\n\n\n\n\n    (ii) As of Closing Date, Global Energy shall own, beneficially and of record, all of the Shares free and clear of all Liens.    (iii) No Person has a right to acquire any of the Shares. 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.    (d) No Violation; Consents.    (i) The execution and delivery of, and performance under, this Agreement by Global Energy and the consummation of the transactions contemplated hereby by Global Energy and GEC, will not:    (A) violate any provision of Applicable Law or require any approval from or filing with any Governmental Authority;    (B) violate the provisions of any Governmental Approval, or the organizational or governing documents of Global Energy or GEC, or any agreement or other restriction to which Global Energy or GEC is a party or by which the property of Global Energy or GEC is bound or subject;    (C) result in a breach of or constitute (with due notice or lapse of time or both) a default under (or require notice or give rise to any right of termination, consent, cancellation, or acceleration under) any contract or agreement to which Global Energy or GEC is a party or by or to which the property of Global Energy or GEC is subject or bound; or    (D) result in or give to any Person any right of termination, cancellation, acceleration or modification in or with respect to or result in any loss of benefit under or with respect to, or give any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under, or result in the creation or imposition of any Lien upon Global Energy, GEC or any of their assets, in each case under any contract or license to which Global Energy or GEC is a party or by which any of its respective assets is bound or any Applicable Law.    (ii) The execution and delivery of, and performance under, this Agreement by Global Energy and the consummation of the transactions contemplated hereby will not require any Consent as to Global Energy.    (e) Authority; Enforceabilitv. Global Energy has full legal capacity, power and authority to execute, deliver and perform this Agreement, and the other agreements and instruments to be executed and delivered by him pursuant hereto and to consummate the transactions      6\n\n\n\n\n\n    contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Global Energy and, assuming due authorization, execution and delivery hereof by Oxbow, is a legal, valid and binding obligation of Global Energy, enforceable against it in accordance with its terms.    (f) Disclosure. No representation or warranty of Global Energy made in this Agreement or any certificate, statement, schedule, list or other information furnished or to be furnished to Oxbow (or any Affiliate or representative thereof) pursuant to this Agreement or in connection with the transactions contemplated hereby (\"Transaction Information\") contains any untrue statement or omits to state a material fact necessary to make the statements herein, in light of the circumstances in which they are made (including any materiality or knowledge qualifiers), not misleading.    (g) Qualification; Organization. Global Energy is qualified to conduct its business as such business is now being conducted and is in good standing in all jurisdictions listed on Schedule 4(g), which are all the jurisdictions in which the nature of its business makes such qualification necessary or advisable. True and complete copies of the Articles or Certificates of Incorporation and Bylaws of Global Energy and GEC (the \"Governing Documents\") have been furnished to Oxbow. Each such Governing Document is in full force and effect and has not been amended or modified.    (h) Bankruptcy. Neither Global Energy nor GEC has filed any voluntary petition in bankruptcy or been adjudicated bankrupt or insolvent, or filed any petition or answer seeking any reorganization, liquidation, dissolution or similar relief under any federal or state bankruptcy, insolvency or other debtor relief or similar law, or sought or consented to or acquiesced in the appointment of any trustee, receiver, conservator or liquidator of all or any substantial part of its properties. No court of competent jurisdiction has entered an order, judgment or decree approving a petition filed against Global Energy or GEC seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any federal or state bankruptcy act, or other debtor relief or similar law, and no other liquidator has been appointed for any of them, or of all or any substantial part of any of their properties. No proceeding has been commenced or, to Global Energy's knowledge, has been threatened, seeking to adjudicate Global Energy or GEC as bankrupt or seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief.    (i) Shareholder List. Global Energy has provided to Oxbow prior to the execution of this Agreement a true and correct list of the shareholders of Global Energy and their respective shareholdings as of the date of such list.    (j) Officers and Directors. The officers and directors of Global Energy and GEC are listed on Schedule 4(j) hereto.    (k) Litigation and Claims. There are no Proceedings pending or threatened against Global Energy which question the validity of this Agreement or any of the transactions contemplated hereby, and Global Energy does not have knowledge of any substantive basis for any such Proceeding. Global Energy is not subject to any Decree and does not have any knowledge of any substantive basis for any Decree.      7\n\n\n\n\n\n    (1) Environmental Matters. Except as set forth on Schedule 4(1) hereto:    (i) Each of Global Energy and GEC has complied in all respects with all Environmental Laws or has resolved any non-compliance to the satisfaction of the Governmental Authority having jurisdiction thereof and has provided Oxbow with evidence of such satisfaction. Each of Global Energy and GEC is in compliance with all Environmental Laws.    (ii) Neither Global Energy nor GEC has any liability, known or unknown, contingent or absolute, under any Environmental Law, nor is either Global Energy or GEC responsible for any such liability of any other Person under any Environmental Law, whether by contract, by operation of law or otherwise. There are no pending or, to the knowledge of Global Energy threatened, Environmental Claims and there are no fact(s) which might reasonably form the basis for any Environmental Claim and Neither Global Energy nor any of its Affiliates, including GEC, has received any notice of any Environmental Claim or threatened Environmental Claim.    (m) Permits, Approvals and Site for Lima Project. 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).    The representations and warranties set forth in this Section 4 shall survive the Closing.    5. Representations and Warranties of Oxbow. Oxbow represents and warrants that the statements contained in this Section 5 are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date.    (a) Organization. Oxbow is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full power and authority to conduct its business as such business is now being conducted. Oxbow is properly registered to do business in all jurisdictions in which the nature of the business conducted by it makes such registration necessary in order to avoid any material disadvantage or liability to it.    (b) Authority; Enforceability. Oxbow has full power and authority to execute, deliver and perform this Agreement, and the other agreements and instruments to be executed and delivered by it pursuant hereto, and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly authorized, executed and delivered by Oxbow and, assuming      8\n\n\n\n\n\n    due authorization, execution and delivery hereof by Global Energy, is a legal, valid and binding obligation of Oxbow, enforceable against Oxbow in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or equity). No other or further authorization is required for Oxbow's performance hereunder other than those authorizations to be obtained by Oxbow on or prior to the consummation of the transactions contemplated by this Agreement.    (c) No Violation: Consents. The execution and delivery of, and performance under, this Agreement by Oxbow and the consummation by Oxbow of the transactions contemplated hereby and thereby, will not: (a) violate any provision of Applicable Law; (b) violate the provisions of any Governmental Approval, or the organizational or governing documents of Oxbow, or any agreement or other restriction to which any Oxbow is a party or by or pursuant to which Oxbow or the property of Oxbow is bound or subject; or (c) result in a breach of or constitute (with due notice or lapse of time or both) a default under (or give rise to any right of termination, consent, cancellation, or acceleration under) any material contract or agreement to which Oxbow is a party or by or pursuant to which Oxbow's property is subject or bound. The execution and delivery of, and performance under, this Agreement by Oxbow will not require any Consent, other than (i) such Consents which, if not obtained or made, will not prevent Oxbow from performing its obligations hereunder, (ii) such Consents which become applicable to Oxbow solely as a result of the specific regulatory status of Global Energy or GEC, and (iii) the Consents set forth on Schedule 5(c).    (d) Litigation and Claims. There are no Proceedings pending or threatened against Oxbow which question the validity of this Agreement or any of the transactions contemplated hereby, and Oxbow does not have knowledge of any substantive basis for any such Proceeding. Oxbow is not subject to any Decree and does not have any knowledge of any substantive basis for any Decree.    (e) Investment Representations. Oxbow is acquiring the Shares for its own account for investment, and not with a view to resale or other distribution within the meaning of the Act, and Oxbow will not distribute the Shares or any part thereof in violation of the Act or any other applicable securities law. Oxbow understands that the Shares have not been, and prior to appropriate registration statements becoming effective will not be, registered under the Act, by reason of a specific exemption from the registration provisions of the Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Oxbow's representations as expressed herein. Oxbow acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Shares.    (f) Bankruptcy. There are no bankruptcy, reorganization, or arrangement proceedings pending against, being contemplated by or, to the knowledge of Oxbow, threatened against, Oxbow.    The representations and warranties set forth in this Section 5 shall survive the Closing.      9\n\n\n\n\n\n    6. Conditions to Closing of the Share Purchase.    (a) Oxbow Conditions. The obligation of Oxbow to proceed with the Closing of the Share purchase contemplated under Section 1 is subject to the satisfaction of all of the conditions set forth in this Section 6(a):    (i) Representations and Warranties. The representations and warranties made by Global Energy in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though all such representations and warranties were made on and as of that date (without giving effect to any materiality qualifications contained therein), and Global Energy shall have delivered to Oxbow a certificate, dated as of the Closing Date and signed by Global Energy, to such effect.    (ii) Covenants and Agreements. All of the covenants and agreements in this Agreement to be complied with and performed by Global Energy on or before the Closing Date shall have been complied with and performed in all material respects, and Global Energy shall have delivered to the Oxbow a certificate, dated as of the Closing Date and signed by Global Energy, to such effect.    (iii) Consents. Each Consent necessary in order to authorize the acquisition by Oxbow of the Shares and to execute and deliver this Agreement, including all those applicable Consents set forth on Schedule 5(c), shall have been obtained and delivered to Oxbow and shall be in full force and effect.    (iv) No Injunction. No preliminary or permanent injunction or other order or Decree by any Governmental Authority which, prevents the consummation of the purchase of the Shares shall have been issued and remain in effect (and Global Energy and Oxbow agree to use commercially reasonable efforts to have any such injunction, order, or Decree lifted).    (v) Constitutive Documents. Global Energy shall have delivered to Oxbow copies of the Governing Documents of Global Energy and GEC, including all amendments thereto, each certified as true, correct, complete and in effect as of the Closing by the secretary of each such company.    (b) Global Energy Conditions. The obligations of Global Energy to proceed with the Closing of the Share purchase contemplated under Section 1 is subject to the satisfaction of all of the conditions set forth in this Section 6(b):    (i) Representations and Warranties. The representations and warranties made by Oxbow in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though all such representations and warranties were made on and as of that date (without giving effect to any materiality or qualifications contained therein), and Oxbow shall have delivered to the Global Energy a certificate, dated as of the Closing Date and signed by an officer of Oxbow, to such effect.      10\n\n\n\n\n\n    (ii) Covenants and Agreements. All of the covenants and agreements in this Agreement to be complied with and performed by Oxbow on or before the Closing Date shall have been complied with and performed in all material respects, and Oxbow shall have delivered to the Global Energy a certificate, dated as of the Closing Date and signed by an executive officer of such Oxbow, to such effect.    (iii) Consents. All Consents necessary in order to authorize the acquisition by Oxbow of the Shares and to execute and deliver this Agreement shall have been obtained and delivered to Global Energy and shall be in full force and effect.    (iv) No Injunction. No preliminary or permanent injunction or other order or Decree by any Governmental Authority which prevents the consummation of the purchase of the Shares shall have been issued and remain in effect (and Global Energy and Oxbow agree to use commercially reasonable efforts to have any such injunction, order, or Decree lifted.)    7. Covenants of the Parties.    (a) Access to Information. Global Energy and Oxbow shall, in good faith, and subject to the terms and conditions hereof, disclose to one another such information relative to the strategic alliance contemplated by this Agreement as may be necessary or appropriate to effectuate the purposes thereof.    (b) Further Assurances.    (i) Subject to the terms and conditions of this Agreement, each of the Parties hereto shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the purchase and sale of the Shares pursuant to this Agreement and the other transactions contemplated herein.    (ii) 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.    (c) Confidential Information. Confidential Information shall not be used for any purpose other than to evaluate and consummate the transactions contemplated by this Agreement, and shall not be disclosed without prior written consent of the other Party, except to:    (i) those employees with a need to know the Confidential Information for the purpose of performing work related to the transactions contemplated by this Agreement; provided, however that the Parties shall require all such employees receiving the Confidential Information abide by the terms of this confidentiality covenant. Each Party shall be responsible for any breach of this Agreement by its employees or Affiliates; or      11\n\n\n\n\n\n    (ii) those advisors, agents, contractors or lenders with a need to know the Confidential Information for the purpose of performing work related to the transactions contemplated by this Agreement; provided, however that the Parties shall require all such advisors, agents, contractors or lenders to agree to abide by the terms of this Agreement and to undertake the same obligations as the Parties have undertaken hereunder. Each Party shall be responsible for any breach of this Agreement by its advisors, agents, contractors or lenders.    (iii) If a Party is requested or required by legal or regulatory authority to disclose any Confidential Information, such disclosing Party shall promptly notify the other Party of such request or requirement prior to disclosure so that the other Party may seek an appropriate protective order and/or waive compliance with the terms of this Agreement. If a protective order or other remedy is not obtained, or the other Party waives compliance with the provisions hereof, the disclosing Party agrees to furnish only that portion of the Confidential Information that it reasonably determines, in consultation with its counsel, is consistent with the scope of the subpoena or demand, and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information.    (iv) Each Party agrees that money damages would not be a sufficient remedy for any breach of this Section 7(c) and that the Parties shall be entitled to injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Section 7(c). Such remedy shall not be the exclusive remedy for any breach of this Section 7(c), but shall be in addition to all other rights and remedies available at law or in equity.    (v) Any Confidential Information, including all copies of same (including that portion of the Confidential Information that consists of analyses, forecasts, studies or other documents prepared by a Party or its advisors, agents, contractors or lenders), shall be returned to the other Party, or at such Party's option destroyed, within five (5) days of (A) a request by a Party at anytime; or (B) the termination of this Agreement in accordance with the terms hereof. Upon the written request of a Party, the other Party shall certify the destruction of such material by written notice to the requesting Party.    (vi) This covenant shall survive the termination or expiration of this Agreement and shall continue in full force and effect for a period of three (3) years thereafter.    (d) Regulatory Approvals.    (i) Each Party shall use all commercially reasonable efforts to obtain all authorizations, consents, orders, and approvals of, and to give all notices to and make all filings with, all Governmental Authorities (including those pertaining to the Governmental Approvals) and third parties that may be or become necessary for its execution and delivery of, and the performance of its obligations under, this Agreement and will cooperate fully with the other Party in promptly seeking to obtain all such authorizations, consents, orders, and approvals, giving such notices, and making such filings.      12\n\n\n\n\n\n    (ii) Each Party agrees to use its commercially reasonable efforts to assist the other Party in obtaining any consents of third parties and Governmental Authorities which may be necessary or advisable for such Party to obtain in connection with the transactions contemplated by this Agreement, including providing to such third parties and Governmental Authorities such financial statements and other financial information with respect to such Party and their Affiliates as such third parties or Governmental Authorities may reasonably request.    (e) Exclusive Dealing. Each Party agrees that it will not circumvent or attempt to circumvent the other by contacting or participating with any third party with respect to, or otherwise attempting to consummate, the transactions contemplated by this Agreement, except in participation with each other.    (f) Price Protection. If at any time on or prior to the earlier of (i) December 31, 2007, or (ii) the date on which Global Energy completes an initial public offering (\"IPO\") of its common stock, Global Energy sells additional common shares or other financial instruments convertible into its common shares, or enters into any similar transaction for the sale of an ownership interest in Global Energy which is the same or substantially the same as that sold to Oxbow under Section 1 of this Agreement, and the price of which is less than $200.00 per share, Global Energy shall issue additional common shares to Oxbow such that Oxbow's adjusted per-share price for its stockholdings shall be no greater than the lowest price paid by any such subsequent purchaser of its shares. It is understood that the price protection afforded by this covenant extends to and includes the offering price pursuant to the IPO.    (g) Board of Directors. During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of Global Energy (as such amount may be adjusted to reflect any subsequent stock splits), Global Energy agrees that Oxbow shall have a seat on Global Energy's Board of Directors.    8. Term; Termination and Remedies.    (a) 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.    (b) Termination for Default or Bankruptcy. Either Party may terminate this Agreement by written notice to the other Party in the event of the following:    (i) Default. Material nonperformance by the other Party of any provisions set forth in this Agreement which is not cured within thirty (30) days after receipt of notice thereof from the Party not in default; or      13\n\n\n\n\n\n    (ii) Bankruptcy. The filing by or against the other Party of a petition or application in any proceeding relating to such other Party as debtor under any bankruptcy or insolvency law of any jurisdiction; provided that in the event of an involuntary bankruptcy or insolvency proceeding, such other Party shall have a sixty (60) day period in which to obtain dismissal or withdrawal of such petition or application.    (c) Remedies. In the event of termination of this Agreement, the Party not in default shall be entitled to obtain all appropriate relief available to it under this Agreement and at law or equity.    (d) Survival. The expiration or earlier termination of this Agreement shall not terminate or otherwise affect Oxbow's ownership of the Shares or the validity of any other definitive agreements executed prior to such expiration or termination in connection with the Lima Project, the Texas City Project or any other business arrangement arising out of the strategic alliance contemplated by this Agreement.    9. Defined Terms.    (a) As used in this Agreement, the following terms have the following meanings:    \"Act\" means the Securities Act of 1933, as amended, and the rules and regulations thereunder.    \"Affiliate\" of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, \"control\" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms \"controlling\" and \"controlled\" have meanings correlative to the foregoing.    \"Agreement\" has the meaning specified in the preamble to this Agreement, and includes all exhibits and schedules hereto.    \"Applicable Law\" means, with reference to any Person, all Laws applicable to such Person or its property or in respect of its operations.    \"Base Commission\" has the meaning specified in Section 3(c).    \"BTU\" means British Thermal Units.    \"Closing\" has the meaning specified in Section 1(c).    \"Closing Date\" has the meaning specified in Section 1(c).    \"Coal\" has the meaning specified in Section 2(a).      14\n\n\n\n\n\n    \"Confidential Information\" means any information not in the public domain, in any form, whether acquired prior to or after the Closing Date, received by a Party from the other Party or any of its Affiliates or advisors, relating to the business and operations of such Party and its respective Affiliates, including, without limitation, information regarding vendors, suppliers, trade secrets, training programs, technical information, contracts, systems, procedures, know-how, trade names, improvements, price lists, financial or other data, business plans, computer programs, software systems, internal reports, personnel files or any other compilation of information, written or unwritten, which is or was used in the business of such Party or its Affiliates, except for information (i) that was or becomes generally available to the public, other than as a result of disclosure by a Party receiving such information; or (ii) that is received by a Party on a non-confidential basis from a third party that is not prohibited from disclosing such information by obligation to the disclosing Party.    \"Consent\" means any authorization, approval, consent, waiver, license, filing, registration, ruling, permit or certification by or with any Person.    \"Consumer Price Index\" shall mean the Consumer Price Index for all Urban Consumers (CPI-U), base years 1982-1984=100, for the Cleveland- Akron OH metropolitan area, as published by the United States Department of Labor, Bureau of Labor Statistics.    \"Decree\" means any claim, consent decree, conciliation agreement, settlement agreement, outstanding judgment, rule, order, writ, injunction or other decree of a Governmental Authority.    \"Environmental Claim\" means any and all administrative or judicial actions, suits, orders, claims, liens, notices, notices of violations, investigations, complaints, proceedings, or other written communication, whether criminal or civil, pursuant to or relating to any applicable Environmental Law by any Person, including any Governmental Authority, based upon, alleging, asserting, or claiming any actual or potential (i) violation of, or liability under any Environmental Law, (ii) violation of any Environmental Permit, or (iii) liability for investigatory costs, cleanup costs, removal costs, remedial costs, response costs, natural resource damages, property damage, personal injury, fines, or penalties arising out of, based on, resulting from, or related to the presence, Release, or threatened Release into the environment of any Hazardous Materials at, from, or related to any Real Property or any other property owned, leased, licensed, or operated by any of the Companies, including any off-site location to which Hazardous Materials, or materials containing Hazardous Materials, were sent for handling, storage, treatment or disposal.    \"Environmental Law\" means all Applicable Laws relating to pollution or protection of the environment, natural resources and health and safety, including laws relating to Releases or threatened Releases of Hazardous Materials (including Releases to ambient air, surface water, groundwater, land, surface and subsurface strata) or otherwise relating to the generation, manufacture, processing, distribution, use, treatment, storage, Release, transport, disposal or handling of Hazardous Materials. \"Environmental Laws\" include the Comprehensive Environmental Response Conservation and Liability Act (\"CERCLA\") (42 U.S.C. \u00a7\u00a7 960 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. \u00a7\u00a71801 et seq.), the Resource Conservation and Recovery Act (42 U-S.C. \u00a7\u00a7 6901 et seq.), the Federal Water Pollution Control Act (also known as the Clean      15\n\n\n\n\n\n    Water Act) (33 U.S.C. \u00a7\u00a7 1251 et seq.), the Clean Air Act (42 U.S.C. \u00a7\u00a7 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. \u00a7\u00a7 2601 et seq.), the Oil Pollution Act (33 U.S.C. \u00a7\u00a7 2701 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. \u00a7\u00a7 11001 et seq.), the Occupational Safety and Health Act (29 U.S.C. \u00a7\u00a7 651 et seq.) and their implementing regulations, state implementation plans, and analogous state or local laws or regulations, and all other applicable federal state or local laws that address the release or discharge of Hazardous Materials into the environment or the impact of Hazardous Materials on human health or the environment.    \"Fuel Management and Supply Agreement\" has the meaning specified in Section 3(c).    \"GEC\" has the meaning specified in Section 3(b).    \"Governing Documents\" has the meaning specified in Section 4(g).    \"Governmental Approval\" means any authorization, approval, consent, waiver, license, filing, registration, ruling, permit or certification by or with any Governmental Authority, including all environmental permits.    \"Governmental Authority\" means any applicable federal, state, county, municipal or local governmental, judicial or regulatory authority, agency, arbitration board, body, commission, instrumentality or court.    \"Hazardous Material\" means (i) any substance or material regulated under applicable Environmental Laws or any other product, substance, pollutant, chemical, material or waste whose presence, nature, quantity and/or intensity of existence, use, manufacture, disposal, transportation, spill, Release or effect, either by itself or in combination with other materials used by the Business, is either potentially injurious to the public health, safety or welfare, or the environment, or (ii) could reasonably be expected to provide a basis for liability of any of the Companies or to any Governmental Authority or other Person under any Applicable Environmental Law. Hazardous Material shall include, without limitation, infectious or toxic substances, pollutants, radioactive materials, toxic hydrocarbons, petroleum or petro chemical products, gasoline, oil, diesel fuel or polychlorinated biphenyls or any products, by-products or fractions thereof, and asbestos.    \"IPO\" has the meaning specified in Section 6(f).    \"Laws\" means all laws, statutes, rules, regulations, ordinances and other pronouncements having the effect of law in the United States or any other country, or any domestic or foreign state, county, city or other political subdivision or of any Governmental Authority.    \"Lima Investment\" has the meaning specified in Section 3(a).    \"Lima Project\" has the meaning specified in Section 3.    \"Lima Project Company\" has the meaning specified in Section 3 (a).    \"MMBTU\" mean one million British Thermal Units.      16\n\n\n\n\n\n    \"Party\" and \"Parties\" means either or both of Global Energy or Oxbow.    \"Person\" means and includes (i) an individual, (ii) a legal entity, including a partnership, a joint venture, a corporation, a trust, a limited liability company, a limited duration company, or a limited liability partnership, (iii) companies or associations or bodies of persons, whether or not incorporated, and (iv) a Governmental Authority.    \"Price Basis\" has the meaning specified in Section 3(c).    \"Proceedings\" means judicial or administrative actions, labor disputes, suits, proceedings, arbitrations, citations, complaints, or investigations.    \"Project Milestones\" has the meaning specified in Section 3(d).    \"Purchase Price\" has the meaning specified in Section 1.    \"Release\" means any spilling, leaking, pumping, pouring, discharging, injecting, dumping or disposing of any (i) Hazardous Material or (ii) other substance which is not a Hazardous Material, in each case not in compliance with all applicable Laws, whether intentional or unintentional.    \"Shares\" has the meaning specified in Section 1.    \"Transaction Information\" has the meaning specified in Section 4(f).    (b) In this Agreement, unless otherwise indicated or otherwise required by the context:    (i) Reference to and the definition of any document (including this Agreement) shall be deemed a reference to such document including the exhibits and schedules thereto and as such document may be amended, supplemented, revised, assigned or modified from time to time prior to the applicable Closing Date; provided, however, that this rule of interpretation shall not apply to references to documents in the Schedules;    (ii) All references to an \"Article\", \"Section\", \"Schedule\" or \"Exhibit\" are to an Article or Section hereof or to a Schedule or an Exhibit attached hereto, unless otherwise noted;    1. The table of contents, article and Section headings, and other captions in this Agreement are for the purpose of reference only and do not limit or affect its meaning;    2. Defined terms in the singular include the plural and vice versa, and the masculine, feminine, or neuter gender include all genders;    3. Accounting terms used herein but not defined in this Agreement shall have the respective meanings given to them under GAAP;      17\n\n\n\n\n\n    4. The words \"hereof\", \"herein\" and \"hereunder\" and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement;    5. Any reference herein to a time of day means Eastern Standard Time or Eastern Daylight Time, as appropriate;    6. References to any Person or Persons shall be construed as a reference to any successors or permitted assigns of such Person or Persons; and    7. The words \"including\", \"include\" and \"includes\", when used in this Agreement shall mean, as required by the context, including, include, and includes \"without limitation\" and \"without limitation by specification.\"    10. Miscellaneous.    (a) Contracts. All contracts contemplated to be entered into by the Parties pursuant to this Agreement shall be negotiated in good faith and shall contain terms and conditions, and be performed for prices, which are commercially reasonable.    (b) Publicity. No public statements or press releases shall be issued by either Party relating to the terms of this Agreement or the business affairs of the Parties hereunder without the prior consent of the other Parties, However, nothing herein shall prevent a Party from supplying such information or making such statements relating to this Agreement as such Party may consider necessary in order to satisfy its legal obligations (including, but not limited to, its obligations of disclosure under applicable securities laws).    (c) Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given upon delivery, if delivered personally or by recognized overnight courier service; if sent by first-class mail, five (5) days after being mailed, return receipt requested and postage prepaid; or if sent by facsimile or e-mail, upon receipt. Such notices shall be sent to the following addresses, or at such other address as either Party shall hereafter specify in writing.    If to Global:    Global Energy, Inc.  312 Walnut Street, Suite 2650  Cincinnati, Ohio 45202  Facsimile No.: (513) 621-5947  Attention: H.H. Graves, President and CEO  HHG@globalenergyinc.com      18\n\n\n\n\n\n    If to Oxbow:    Oxbow Carbon & Minerals LLC  1601 Forum Place, Suite 1400  West Palm Beach, FL 33401  Facsimile No.: (561) 697-1876  Attention: John P. Stauffer, Vice President  john.stauffer@oxbow.com    (d) Consequential Damages. 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.    (e) Successor and Assigns: No Partnership. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective Affiliates, and to their respective successors and permitted assigns. Nothing contained in this Agreement shall be construed as creating a partnership among the Parties.    (f) Exclusive Understanding. This Agreement and the exhibits hereto sets forth the sole and complete understanding between the Parties with respect to the subject matter hereof, and supersedes all other prior oral or written agreements, arrangements and understandings between the Parties with respect thereto. This Agreement shall not confer any legal rights or benefits on any third party (other than Affiliates of the Parties hereto, to the extent set forth herein).    (g) Attorneys' Fees. In the event either Party files an action to enforce or otherwise arising out of this Agreement, the prevailing Party in such action shall be entitled to reasonable attorneys' fees and court costs in addition to such other relief to which it may be entitled.    (h) 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.    (j) Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original for all purposes, but all of which shall constitute one and the same instrument.    [BALANCE OF PAGE LEFT BLANK. SIGNATURES ON NEXT PAGE]      19\n\n\n\n\n\n    IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first set forth above.                OXBOW CARBON & MINERALS LLC              By  /s/ Brian L. Acton        Brian L. Acton        President           GLOBAL ENERGY, INC.              By  /s/ H.H. Graves        H.H. Graves        President and Chief Executive Officer            20"}]}, {"title": "WESTERN COPPER - NON-COMPETITION AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "NON COMPETITION AGREEMENT AND RIGHT OF FIRST OFFER", "answer_start": 0}], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and  all of their respective subsidiaries and other Affiliates, as well as against the parties themselves,  as the case may be, and that the names of Glamis and Western Copper will herein be deemed to  refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper  and all of its subsidiaries and other Affiliates, respectively.", "answer_start": 5207}, {"text": "WESTERN COPPER CORPORATION", "answer_start": 273}, {"text": "Glam is", "answer_start": 256}, {"text": "GLAMIS GOLD LTD.", "answer_start": 99}, {"text": "Western Copper", "answer_start": 457}], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "May 3,2006", "answer_start": 76}], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "Effective Date means May 3, 200ri or such later date as determined under the  Arrangement Agreement,", "answer_start": 2790}], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "4.8 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.", "answer_start": 15318}], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "(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,\n\nin the Area of Non-Competition.", "answer_start": 6254}, {"text": "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,\n\n(a) carry on or be engaged in Mining Activities, or", "answer_start": 5833}], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [{"text": "If Glamis and Western Copper  are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property  within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it  sees til in its absolute discretion.", "answer_start": 7194}, {"text": "In  the ease of a Designated Mineral Property that Glamis intends to dispose of for cash  consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for  the sale to Western Copper of the [Designated Mineral Property.", "answer_start": 6939}, {"text": "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.", "answer_start": 6733}, {"text": "Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give  Western Copper notice (the ' Disposition Notice\") of the intended disposition.", "answer_start": 6475}, {"text": "If Glamis does not dispose of the Designated Mineral Property  within a period of 3 months from the first to occur of the date that Glamis and Western Copper  acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral  Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply  to any intended disposition of the Designated Mineral Property by Glamis.", "answer_start": 7456}, {"text": "In the case of a  Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by  Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save  and except for the reasonable costs of transfer incurred by Glamis.", "answer_start": 7887}], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": false}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "WESTERN COPPER - NON-COMPETITION AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "NON COMPETITION AGREEMENT AND RIGHT OF FIRST OFFER\n\nTHIS AGREEMENT is dated May 3,2006.\n\nBETWEEN:\n\nGLAMIS GOLD LTD., a company incorporated under the laws  of the Province of British Columbia, having an office at 310-5190  Neil Road, Reno, Nevada 89502\n\n(\"Glam is\")\n\nAND:\n\nWESTERN COPPER CORPORATION, a company  incorporated under the laws of the Province of British Columbia,  having an office at 2050-1111 West Georgia Street, Vancouver.  B.C. V6E 4M3\n\n(\"Western Copper\")\n\nWHEREAS:\n\n(A) Glamis, Western Copper and Western Silver Corporation (\"Western Silver\") are  parties to an arrangement agreement dated as of February 23, 2006 (the \"Arrangement  Agreement\"), pursuant to which, among other things, Western Copper will acquire certain assets  of Western Silver and Glamis will become the sole shareholder of Western Silver and the  indirect owner, through Western Silver, of certain corporations and mineral properties in Mexico  (the \"Arrangement\"); and\n\n(B) It is an obligation under the Arrangement Agreement that Western Copper agree  not to compete with Glamis in certain areas of Mexico and that Glamis grant Western Copper a  right of first offer with respect to the proposed disposition by Glamis of mineral properties or  legal interests therein located in Mexico that Glamis acquired under the Arrangement.\n\nNOW THEREFORE TIHS AGREEMENT WITNESSES that in consideration of the mutual  covenants and agreements contained herein and other good and valuable consideration, the  receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree  as follows: (Scheme B. mca)\n\n1I629<<7J\n\n\n\n\n\nPART I\n\nINTERPRETATION\n\nDefinitions\n\n1.1 In this Agreement, including the recitals, except as expressly provided or unless  the context otherwise requires,\n\n(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,\n\n(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,\n\n(c) Business Day means a day which is not a Saturday, Sunday or a civic or statutory  holiday in Reno, Nevada and Vancouver, British Columbia,\n\n(d) Closing means the completion of the transactions contemplated by the  Arrangement Agreement,\n\n(e) Designated Mineral Property means a mineral property or individual mineral  concession within a mineral property, that is owned or controlled by Western Silver or in  which Western Silver holds any legal interest in Mexico as of the Effective Date,\n\n(f) Effective Date means May 3, 200ri or such later date as determined under the  Arrangement Agreement,\n\n(g) Mining Activities means any acquisition of mineral rights or any mineral  exploration or development activities, in any manner whatsoever, and\n\n(h) Person means an individual, corporation, body corporate, firm, limited liability  company, parmership, syndicate, joint venture, society, association, trust or  unincorporated organization.\n\nInterpretation\n\n1.2 In this Agreement, except as otherwise expressly provided or unless the context  otherwise requires,\n\n(a) the terms \"this Agreement\", \"hereof', \"herein\", \"hereunder\" and similar  expressions refer to this Agreement as from time to time supplemented or amended by  one or more agreements entered into pursuant to the applicable provisions of this  Agreement and not to any particular section or other portion,\n\n1162967.3\n\n\n\n\n\n- 3 '\n\n(b) a reference to a Part means a Part of this Agreement and the symbol \u00a7 followed by  a number or some combination of numbers and letters refers to the provision of this  Agreement so designated and the symbol \u00a7 followed by a letter within a provision refers  to a clause within such provision,\n\n(c) the headings used in this Agreement are for convenience only and do not form a  part of this Agreement and are not intended to interpret, define or limit the scope, extent  or intent of this Agreement or any provision hereof,\n\n(d) the word \"including\", when following any general statement, term or matter, is  not to be construed to limit such general statement, term or matter to the specific items or  matters set forth immediately following such word or to similar items or matters, whether  or not non-limiting language (such as \"without limitation\" or \"but not limited to\" or  words of similar import) is used with reference thereto, but rather is to be construed to  permit such general statement, term or matter to refer to all other items or matters that  could reasonably fall within its broadest possible scope,\n\n(c) if any date on which any action is required to be taken hereunder by any of the  parties is not a Business Day, such action will be required to be taken on the next  succeeding day which is a Business Day. and\n\n(f) words imparting the masculine gender include the feminine or neuter gender and  the wrords in the singular include the plural and vice versa.\n\nSubsidiaries and Affiliates\n\n1.3 Bach of the parties hereto agree that all of their covenants, agreements and obligations hereunder shall extend to and be binding upon and may be enforced against any and  all of their respective subsidiaries and other Affiliates, as well as against the parties themselves,  as the case may be, and that the names of Glamis and Western Copper will herein be deemed to  refer collectively to Glamis and all of its subsidiaries and other Affiliates and to Western Copper  and all of its subsidiaries and other Affiliates, respectively.\n\nPART 2\n\nNON COMPETITION AND RIGHT OF FIRST REFUSAL\n\nNon-Competition by Western Copper\n\n2.1 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,\n\n(a) carry on or be engaged in Mining Activities, or\n\ni 162967.3\n\n\n\n\n\n-4-\n\n(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,\n\nin the Area of Non-Competition.\n\nRight of First Offer\n\n2.2 Glamis covenants and agrees with Western Copper that if at any time it intends to dispose of a Designated Mineral Property for cash consideration or by abandonment, it will give  Western Copper notice (the ' Disposition Notice\") of the intended disposition. 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. In  the ease of a Designated Mineral Property that Glamis intends to dispose of for cash  consideration, the parties will negotiate in good faith to reach a mutually agreeable agreement for  the sale to Western Copper of the [Designated Mineral Property. If Glamis and Western Copper  are unable to negotiate an acceptable agreement with respect to the Designated Mineral Property  within the 30 day period, Glamis may thereafter dispose of the Designated Mineral Property as it  sees til in its absolute discretion. If Glamis does not dispose of the Designated Mineral Property  within a period of 3 months from the first to occur of the date that Glamis and Western Copper  acknowledge failure to negotiate an acceptable agreement with respect to the Designated Mineral  Property and the end of the 30 day period, the provisions of this section 2.2 will once again apply  to any intended disposition of the Designated Mineral Property by Glamis. In the case of a  Designated Mineral Property that Glamis intends to abandon, Glamis wall, if requested by  Western Copper, transfer such Designated Mineral Property to Western Copper at no cost save  and except for the reasonable costs of transfer incurred by Glamis.\n\nPARTS\n\nENFORCEMENT\n\nGlamis' Remedies for Breach\n\n3.1 Western Copper acknowledges and agrees that a breach of its covenants contained  in this Agreement would result in damage to Glamis that could not adequately be compensated  for by monetary award alone, Accordingly, Western Copper agrees that in the event of any such  breach, in addition to any other remedies available to Glamis at law or otherwise, Glamis will be  entitled, as a matter of right and without the need to prove damage, to apply to a court of  competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as  may be appropriate to ensure compliance by Western Copper with the provisions of this  Agreement and to restrain any breach of this Agreement by Western Copper, Any remedy  expressly set forth in this \u00a73.1 wall be in addition to and not inclusive of or dependent upon the  exercise of any other remedy available to Glamis at law or otherwise.\n\nWestern Copper's Remedies for Breach\n\n3.2 Glamis acknowledges and agrees that a breach of its covenants contained in this  Agreement would result in damage to Western Copper that could not adequately be compensated\n\n1162967.3\n\n\n\n\n\n-5-\n\nibr by monetary award alone. Accordingly, Glamis agrees that in the event of any such breach,  in addition to any other remedies available to Western Copper at law or otherwise, Western  Copper will be entitled, as a matter of right and without the need to prove damage, to apply to a  court of competent jurisdiction for relief by way of injunction, restraining order, decree or  otherwise as may be appropriate to ensure compliance by Glamis with the provisions of this  Agreement and to restrain any breach of this Agreement by Glamis. Any remedy expressly set  forth in this \u00a73.2 will be in addition to and not inclusive of or dependent upon the exercise of any  other remedy available to Western Copper at law or otherwise\n\nRestrictions Reasonable\n\n3.3 Each of Western Copper and Glamis agree that all restrictions in this Agreement  applicable to them are reasonable and valid, and all defences to the strict enforcement thereof by  Western Copper or Glamis, as the case may be, arc hereby waived by them.\n\nCumulative Remedies\n\n3.4 No remedy provided for in this Agreement is intended to be exclusive of any  other remedy and each such remedy will be cumulative and will be in addition to every other  remedy given hereunder or available at law or in equity,\n\nWestern Copper's Right of Termination\n\n3.5 W'estem Copper may, at its option, terminate this Agreement by written notice to  Glamis, effective immediately upon delivery of the notice, should Glamis cease conducting  business in the normal course, become insolvent, make a general assignment for the benefit of  creditors, suffer or permit the appointment of a receiver for its business or assets or avail itself  of, or become subject to, any proceedings under the Bankruptcy and Insolvency Act (Canada) or  any other statute of any province or state relating to insolvency or the protection of rights of  creditors.\n\nGlamis' Right of TerminaHon\n\n3.6 Glamis may, at its option, terminate this Agreement by written notice to Western  Copper, effective immediately upon delivery of the notice, should Western Copper cease  conducting business in the normal course, become insolvent, make a general assignment for the  benefit of creditors, suffer or permit the appointment of a receiver for its business or assets or  avail itself of, or become subject to, any proceedings under the Bankruptcy and Insolvency Act  (Canada) or any other statute of any province or state relating to insolvency or the protection of  rights of creditors.\n\n1!62967.3\n\n\n\n\n\n~6-\n\nPART4\n\nGENERAL PROVISIONS\n\nTime of Essence\n\n4.1 Time is of the essence in the performance of all obligations under this Agreement.\n\nNotices\n\n(a) Any notice or other communication required or permitted to be delivered pursuant  to this Agreement will be deemed to have been well and sufficiently given if in writing  and delivered or transmitted by facsimile addressed as follows:\n\n(i) if to Glamis:\n\nSuite 310-5190 Neil Road  Reno, Nevada 89502\n\nTelecopier: (775) 827-5044 Attention: Charles A. Jeannes\n\n(ii) if to Western Copper:\n\nSuite 2050-1111 West Georgia Street  Vancouver, B.C, V6E 4M3\n\nTelecopier: (604) 669-2926 Attention: F. Dale Corman\n\n(b) Any such notice, direction or other instrument, whether delivered or transmitted  by facsimile transmission, will be deemed to have been given at the time and on the date  on which it was delivered to or received in the office of the addressee, as the case may be,  if delivered or transmitted prior to 5:00 p.m. (Pacific time) on a Business Day or at 9:00  a.m. (Pacific time) on the next succeeding Business Day if delivered or transmitted  subsequent to such time;\n\n(c) Either party hereto may change its address for service from time to time by notice  given to the other party hereto in accordance with the foregoing; and\n\n(d) Any notice, direction or other instrument delivered under this Agreement will be  signed by one or more duly authorized officers of the party delivering it.\n\n4.2 The delivery of any notice, direction or other instrument, or a copy thereof, to a  party hereunder will be deemed to constitute the representation and warranty of the party who  has delivered it to the other party that such delivering party' is authorized to deliver such notice,  direction or other instrument at such time under this Agreement (unless the receiving party has\n\n1162967 }\n\n\n\n\n\n-7-\n\nactual knowledge lo the contrary) and the receiving party will not be required to make any  inquiry to confirm such authority.\n\nEntire Agreement\n\n4.3 The provisions in this Agreement constitute the entire agreement among the  parties hereto with respect to the matters agreed to or expressly contemplated herein and  supersede all previous expectations, understandings, communications, representations and  agreements between the parties.\n\nAmendments\n\n4.4 No alteration or amendment of this Agreement will lake effect unless the same is  in writing duly executed by each of the parties in the same manner as this Agreement.\n\nWaiver\n\n4.5 No waiver of any provision of this Agreement shall be binding on any of the  parties hereto unless consented to in writing by such party. No waiver of any provision of this  Agreement by either of the parties hereto shall constitute a waiver of any other provision, nor  shall any waiver constitute a continuing waiver unless otherwise clearly provided.\n\nFurther Assurances\n\n4.6 Each party hereto covenants and agrees with each other party hereto that it will at  all times hereafter execute and deliver, at the request of the other, all such further documents,  deeds and instruments, and will do and perform all such acts as may be necessary to give full  effect to the intent and meaning of this Agreement.\n\nSuccessors and Assigns\n\n4.7 This Agreement will enure to the benefit of and be binding upon the respective  heirs, executors, administrators, personal representatives, successors and permitted assigns of  each party hereto.\n\nGoverning Law and Attornment\n\n4.8 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.\n\nSeverability\n\n4.9 The parties covenant and agree that if any part of this Agreement is determined to  be void or unenforceable, such determination will not be deemed to affect or impair the validity  of any other part of this Agreement.\n\nI62W.3\n\n\n\n\n\nTermination\n\n- 8 -\n\n4.10 This Agreement may be terminated at any time by agreement in writing executed by the parties.\n\nCounterparts\n\n4.11 This Agreement may be executed in counterparts, each of which when delivered (whether in originally executed form or by facsimile transmission) will be deemed to be an  original and all of which together will constitute one and the same document.\n\nIN WITNESS WHEREOF this Agreement has been executed by the parties hereto on the day  and year first above written.\n\nGLAMIS GOLD LTD.\n\nPer: Authorized Signatory\n\nWESTERN COPPER CORPORATION\n\nPer: Authorized Signatory\n\n1162967.3"}]}, {"title": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "Sales, Marketing, Distribution, and Supply Agreement", "answer_start": 30966}], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Scientific Products Pharmaceutical Co. LTD.", "answer_start": 41366}, {"text": "Hemispherx Biopharma, Inc.", "answer_start": 40166}, {"text": "SCIENTIFIC PRODUCTS PHARMACEUTICAL CO. LTD", "answer_start": 37635}, {"text": "SCIEN", "answer_start": 410}, {"text": "HEMISPHERX BIOPHARMA, INC", "answer_start": 37681}, {"text": "HEMISPHERX", "answer_start": 85}], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "3-31-16", "answer_start": 37886}], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 43785}, {"text": "This Agreement shall become effective when it shall have been executed by all parties and upon receipt of all counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.", "answer_start": 36459}], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 43785}, {"text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "answer_start": 15450}], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "answer_start": 15450}], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [{"text": "The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.", "answer_start": 15450}], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 34293}], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 7891}, {"text": "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.", "answer_start": 4412}, {"text": "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. S", "answer_start": 28634}], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "Any assignment in violation hereof is void.", "answer_start": 18432}, {"text": "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.", "answer_start": 18019}], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS.", "answer_start": 5037}], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 28634}, {"text": "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.", "answer_start": 4412}, {"text": "SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.", "answer_start": 4649}], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination.", "answer_start": 17482}, {"text": "Thereafter, HEMISPHERX shall purchase from the SCIEN all remaining stock of Product that is of merchantable quality at the same price as was paid by SCIEN.", "answer_start": 17843}, {"text": "In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment.", "answer_start": 17193}, {"text": "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.", "answer_start": 63911}, {"text": "In the event of termination of this license for any reason, SCIEN shall within 6months (as described in the Termination clause), cease all use of the \"Interferon alfa-n3 (human leukocyte derived)\".", "answer_start": 31454}], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "HEMISPHERX may perform audits for initial qualification of SCIEN as well as periodic audits and \"for cause\" audits.", "answer_start": 44639}, {"text": "SCIEN will make every reasonable effort to accommodate the special circumstances that may arise pursuant to \"for cause\" audits.", "answer_start": 45182}, {"text": "Prior to an audit HEMISPHERX will communicate to SCIEN the scope of the audit.", "answer_start": 45351}, {"text": "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.", "answer_start": 12851}, {"text": "HEMISPHERX will be permitted to conduct periodic audits of the subcontractors to assure compliance to applicable GMP's, GLP's and federal regulations (CFR's).", "answer_start": 63228}, {"text": "The audits shall be conducted upon reasonable advance notice during regular business hours at HEMISPHERX's principal office and in such a manner as not to unduly interfere with HEMISPHERX's operations.", "answer_start": 13058}, {"text": "HEMISPHERX will prepare a written report of the results of the audit and forward a copy to SCIEN.", "answer_start": 45432}, {"text": "At mutually agreed upon times, HEMISPHERX may review standard operating and other quality control procedures and records and the records of SCIEN relating to the Agreement.", "answer_start": 44755}, {"text": "Such routine and general oversight review is to be requested at least twenty (20) business days in advance, limited to two (2) persons, completed within one (1) to two (2) business days and shall be offered to HEMISPHERX one (1) time each calendar year.", "answer_start": 44928}, {"text": "During the retention period, documentation shall be available for inspection by HEMISPHERX, its authorized agents and authorized government agencies.", "answer_start": 64654}], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 21065}], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [{"text": "HEMISPHERX will have the option at any time to buy out this Agreement.", "answer_start": 33014}], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": false}, {"answers": [{"text": "The following products are eligible for return and reimbursement:   \u00b7 Outdated Product: Product within two (2) months prior or six (6) months past expiration date and noted on product;   AND   \u00b7 Product in its original container and bearing its original label.", "answer_start": 70590}], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": false}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 29665}], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.1\n\n\n\nSales, Marketing, Distribution, and Supply Agreement {***}   WHEREAS HEMISPHERX is a biopharmaceutical company with headquarters at One Penn Center, 1617 JFK Boulevard, Suite 500, Philadelphia, PA 19103, U.S. (\"HEMISPHERX\") and Scientific Products Pharmaceutical Co. LTD is a pharmaceutical company with its primary offices located at Tahlia Street, P.O Box 10485, Riyadh 11433 Saudi Arabia (\" SCIEN\"), each a \"Party\" together, \"Parties\", and   WHEREAS HEMISPHERX owns intellectual proprietary rights relating to Interferon alfa-n3 (human leukocyte derived), and   WHEREAS HEMISPHERX desires to have Interferon alfa-n3 (human leukocyte derived) provided to physicians to treat genital warts and other infections and diseases, including MERS, in the GCC (Gulf Cooperation Council) states , as appropriate, prior to regulatory approval in such countries and to have Interferon alfa-n3 (human leukocyte derived) approved by the regulatory authorities in each GCC country (Kingdom of Saudi Arabia, Bahrain, Qatar, Kuwait, United Arab emirates (UAE) and Sultanate of Oman)), and   WHEREAS SCIEN has sales, marketing, distribution capabilities in the GCC states, and   WHEREAS, AFTER A SUCCESSFUL CLINICAL TRIAL IN MERS, SCIEN affirms it has the ability to supply Interferon alfa-n3 (human leukocyte derived) in the GCC States prior to regulatory approval and simultaneously seek to gain regulatory approval in each of the GCC States. After the clinical trial in MERS has been conducted, in the event it is successful and the Hemispherx manufacturing site requires approved by the GCC / SFDA, the cost of any post-clinical trial inspection of the facility to be the responsibility of Scien or the regulatory authority, and subsequently to market, sell and distribute Interferon alfa-n3 (human leukocyte derived) in the GCC, and   WHEREAS, SCIEN desires to supply Interferon alfa-n3 (human leukocyte derived) under special approval from the Saudi Ministry of Health and for other GCC states where applicable, and   WHEREAS, HEMISPHERX desires to supply and sell Interferon alfa-n3 (human leukocyte derived)) to SCIEN, and SCIEN is willing to purchase Interferon alfa-n3 (human leukocyte derived) from HEMISPHERX for the purposes described in this agreement.   NOW THEREFORE, in consideration of the mutual covenants and agreements made herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:   I. DEFINITIONS   \"Affiliate\" means any corporation or other business entity, which controls, is controlled by, or is under the common control of a Party.   \"End User\" means a physician, medical facility or institution, or government agency that purchases Product with the intent of administering it to a patient.   \"Field\" means refractory/recurrent genital warts, recombinant interferon refractory patients and patients with other infectious diseases, e.g., MERS, influenza, West Nile Virus, and cancer, etc.   \"HEMISPHERX Intellectual Property\" means all HEMISPHERX patents, patent applications, know-how, and trademarks owned or controlled by HEMISPHERX up to the termination or expiration of this Agreement.   \"List Price\" means ${***}/Product Unit.   \"Product\" means an injectable formulation of clinical grade Interferon alfa-n3 (human leukocyte derived).\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 1 of 28\n\n\n\n\n\n\n\n  \"Product Data\" means all data possessed by HEMISPHERX relating to the use of Interferon alfa-n3 (human leukocyte derived) to treat patients in the Field and which is needed to obtain regulatory approval in the Territory.   \"Product Unit\" means 1 x1ml vial containing 5 million international units (I.U.) of Interferon alfa-n3 (human leukocyte derived)   \"Sales Price\" means the price SCIEN and/or its Affiliates charge an End User for a Product Unit.   \"Territory\" means the GCC States   \"Transfer Price\" means a discounted price of ${***}/ Product Unit.   II. LICENSE   CONDITION PRECEDENT: THE GRANTING OF ANY AND ALL LICENSES OR PRIVILEGES HEREIN IS SUBJECT THE THE SUCCESSFUL COMPLETION OF A FIVE PERSON MINIMUM CLINICAL TRIAL IN THE KINGDOM OF SAUDI ARABIA TREATING EARLY ONSET PATIENTS INFECTED WITH MERS.   A. 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.   B. SCIEN shall not use HEMISPHERX Intellectual Property nor sell nor permit the sale of any products that use the HEMISPHERX Intellectual Property outside the Territory or knowingly sell or have sold any products that use the HEMISPHERX Intellectual Property to any party in or outside the Territory for export or sale outside the Territory, without HEMISPHERX's prior written consent.   C. SCIEN will have six 6) months after the date of this Agreement to Purchase at least 50 vials to be used by the MOH in treating patients with MERS. Scien will thereafter, based on the outcome of the initial treatment for MERS by the MOH trial, aggressively promote to all stakeholders in Saudi Arabia and the other GCC states(\"First Performance Milestone\").   III. COMMERCIAL DEVELOPMENT   A. HEMISPHERX has or will provide SCIEN:   1. As an Integral Part of this Agreement and in order for HEMISPHERX to ship Product to SCIEN, the letter with attachments (Exhibit 1) must be signed by an officer of SCIEN. A protocol is also provided (Exhibit 2).   2. All the appropriate information about Products that will assist with the education of physicians about the Product in the Territory.   3. Ongoing scientific and medical support.   4. Product Units in quantities sufficient for SCIEN's Direct Access/EAP and RAA commercial needs in the Territory, subject to availability from HEMISPHERX.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 2 of 28\n\n\n\n\n\n\n\n  B. SCIEN will:   1. Within 60 days after this Agreement becomes effective, prepare and provide a Business Plan, to be attached to this Agreement as Exhibit 3, to make aware and educate physicians and patients about Product both prior to and following approval of Product.   2. Assist in determining reimbursable End User pricing of Product and gain reimbursement for Product under Direct Access/EAP program and RAA sales of the Product in the Territory.   3. Assist physicians who desire to administer Product with the required paperwork under any Direct Access/EAP program.   4. Manage the logistics within the Territory from arrival to End User supply.   6. Assist HEMISPHERX to gain regulatory approval of Product in the Field in the Territory   7. Prepare and provide a 3-year post regulatory approval Sales, Marketing, and Distribution Plan including a 3-year minimum sale forecast and a committed-dollar field sales force, product manager and marketing budget to be agreed by both Parties and a non-binding 12 month Product forecast no later than six (6) months prior to the anticipated registration and subsequent launch date for each Product, also to be agreed by both parties,   8. Pay for all the above Sales Marketing and Distribution activities and related expenses.   9. Hold 3 months inventory of the forecasted sales once the product is registered.   10. If needed, assist in recruiting clinical trial sites and principal investigators in the Field in the Territory.   11. Provide HEMISPHERX a monthly written report of SCIEN's efforts and status thereof under this Agreement.   IV. SUPPLY   A. 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.   B. The price that SCIEN will pay for Product under this Agreement is the Transfer Price, CIF. Taxes, duties, and other expenses to be paid by SCIEN.   C. SCIEN shall pay HEMISPHERX for each order of Product within 75 days after receipt of the goods except for the for first purchase order which will be for 50 vials of Interferon alfa-n3 (human leukocyte derived) (\"First Order\") and paid once the MOH approves the use for Interferon alfa-n3 (human leukocyte derived) on 5 MERS patients. All purchase orders are final.   D. SCIEN will ensure all necessary QA testing / approval for use occurs in the Territory and that each Product is stored under the conditions stipulated in a Quality Agreement (QA) to be executed and appended to this Agreement as Exhibit 4.   E. Forecasts, Orders, Payment, and Delivery.   Direct Access/EAP Distribution   Following the signing of this Agreement, SCIEN will start a full and comprehensive market analysis of the potential of each Product for Direct Access/ EAP distribution. This will be from a market potential and willingness to pay point of view and will be completed within 3 months of the signature of this Agreement. A forecast will then be provided for Product for Direct Access/ EAP distribution and this will be added as a supplement to the Business Plan (Exhibit 3).\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 3 of 28\n\n\n\n\n\n\n\n  RAA Distribution   Six (6) months prior to the estimated regulatory approval for commercial sale of Product in each country in the Territory:   1. 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. This forecast will be updated at 3-month intervals thereafter.   2. In accordance with this forecast, SCIEN agrees to order Product from HEMISPHERX under this Agreement by submitting to HEMISPHERX written purchase orders specifying the quantity, packaging, delivery dates, and delivery location.   3. HEMISPHERX shall manufacture Product as described in the purchase order from SCIEN and HEMISPHERX shall make all shipments to the location specified on SCIEN's purchase order as follows:   4. Hemispherx shall pack, mark and ship Products in accordance with temperature thermometer specifications for the drug product. Hemispherx shall package Products so as to prevent damage or deterioration and shall comply with all applicable temperature and packaging laws. Unless otherwise stipulated, Products shall be packaged, marked, crated and otherwise prepared in accordance with HEMISPHERX's current packaging and crating practices, and good commercial practices.   5. SCIEN will prominently display on all Product that the Product is a product of HEMISPHERX and be so noted and on a visible surface thereof and/or on tags, labels, manuals, and other materials with which Product is sold, the fact that the Product is manufactured and supplied to SCIEN by HEMISPHERX for use and/or sale in the Territory shall be clearly displayed.   F. If, for any reason, at any time, HEMISPHERX shall be unable, or should reasonably anticipate being unable to deliver any part or all of the ordered Product in accordance with the terms hereof or the accompanying purchase order, HEMISPHERX shall notify SCIEN of such inability at the earliest possible time (but no later than five (5) workings after HEMISPHERX becomes aware of this their inability to supply Product, whereupon HEMISPHERX and SCIEN will devise a plan to manage the situation.   G. HEMISPHERX warrants that the Product (i) shall conform to the specifications set out in the SCIEN purchase order for Product and (ii) shall meet all, if any, reasonably applicable regulatory requirements in the Territory once Product is approved. In the Direct Access/ EAP setting, the Product that HEMISPHERX supplies must confirm with all manufacturing and regulatory requirements (including labelling) for the country in which said Product is intended to be sold. SCIEN's acceptance of the Product shall relieve HEMISPHERX from the obligations arising from this warranty   H. SCIEN shall have the right to return and demand replacement of any Product which violates this warranty.   I. HEMISPHERX and/or SCIEN shall have the right to cancel, without further obligation to the other party, one or more orders for Product(s) if HEMISPHERX's or SCIEN's business is interrupted because of an event of force majeure beyond the control of HEMISPHERX or SCIEN.   J. 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. The audits shall be conducted upon reasonable advance notice during regular business hours at HEMISPHERX's principal office and in such a manner as not to unduly interfere with HEMISPHERX's operations.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 4 of 28\n\n\n\n\n\n\n\n  K. SCIEN will provide HEMISPHERX with copies of Product specification sheets, Product inserts, user manuals, user bulletins, and user Product updates and any other customer materials such as brochures, educational materials, web pages or other electronic information relating to SCIEN's efforts to sell, market and distribute Product under this Agreement at least 10 (ten) days prior to the public release or use of such information.   V. REPORTS AND PAYMENTS   A. Within 30 days following the end of each calendar quarter after execution of the Agreement, SCIEN will provide HEMISPHERX with quarterly reports on the number of Product Units sold and the Sales Price during the preceding three months, key market place issues and successes, regulatory and reimbursement subjects and revisions to the sales and marketing plans.   B. Product (s) will be considered sold by SCIEN on the date it is shipped or invoiced to an End User, whichever is earlier. All shipping, taxes, duties and other expenses in the Territory is the responsibility of SCIEN.   C. 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. Any price increase will need to be justified by HEMISPHERX. Both parties shall, in good faith, attempt to agree upon a reasonable price increase. In the event agreement cannot be reached the Agreement shall terminate.   D. All payments hereunder will be made by SCIEN in United States Dollars by wire transfer of immediately available funds to an account designated by HEMISPHERX. The following is wire transfer information:   Domestic (U.S.): {***}\n\nInternational: {***}   VI. TERM/TERMINATION   A. The Term will be 3 years from Effective Date with an automatic 2 year term extensions unless otherwise advised by one of the Parties.   B. Termination for breach will include:   1. Failure to purchase Product and distribute to End Users as called for in II D.   2. Failure of SCIEN achieving less than 50% achievement of the minimum Purchases as in III B.7. for two (2) consecutive years,   3. Insolvency, or the filing for protection under either Party's bankruptcy laws. Upon the filing of a petition in bankruptcy, insolvency or reorganization against or by either Party, or either Party becoming subject to a composition for creditors , whether by law or agreement, or either party going into receivership or otherwise becoming insolvent (such party hereinafter referred to as the \"insolvent party\"), this Agreement may be terminated by the other Party by giving written notice of termination to the insolvent Party, such termination immediately effective upon the giving of such notice of termination.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 5 of 28\n\n\n\n\n\n\n\n  C. Upon the occurrence of a breach or default as to any obligation hereunder by either Party and the failure of the breaching Party to cure (within thirty (30) days after receiving written notice thereof from the non-breaching Party) such breach or default, this Agreement may be terminated by the non- breaching Party by giving written notice of termination to the breaching Party, such termination being immediately effective upon the giving of such notice of termination.   D. In the event this Agreement is terminated by either Party for any reason whatsoever, HEMISPHERX agrees to reasonable efforts to make Product available to SCIEN for a period of three (3) months after the termination date at the same Transfer Price and under the same terms of payment.   E. In the event of termination of this Agreement, SCIEN will have the right to complete all contracts for the sale or disposition of Product) under which SCIEN is obligated on the date of termination, provided SCIEN pays the associated Transfer Price and provided all such sales or dispositions are completed within three (3) months after the date of termination. Thereafter, HEMISPHERX shall purchase from the SCIEN all remaining stock of Product that is of merchantable quality at the same price as was paid by SCIEN.   VII. 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. Any assignment in violation hereof is void.   VIII. AUTHORITY   SCIEN and HEMISPHERX each warrant and represent that it has the full right and power to make the promises set forth in this Agreement and that there are no outstanding agreements, assignments, or encumbrances inconsistent with the provisions of this Agreement.   IX. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION IX, HEMISPHERX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, REGARDING THE DEVELOPMENT, VIABILITY, COMMERCIAL OR OTHER USEFULNESS OR SUCCESS OF PRODUCT) AND THAT NO WARRANTY OR REPRESENTATION THAT ANYTHING MADE, USED, SOLD OR OTHERWISE PRACTICED OR ANY SERVICE PROVIDED UNDER THIS AGREEMENT WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADE SECRET, OR OTHER PROPRIETARY RIGHT, FOREIGN OR DOMESTIC, OF ANY THIRD PARTY AND MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE VALIDITY, ENFORCEABILITY OR SCOPE OF ANY HEMISPHERX INTELLECTUAL PROPERTY.   X. INDEMNIFICATION AND WARRANTIES   A. INDEMNIFICATION   SCIEN and HEMISPHERX (each an \"Indemnifying Party\") shall indemnify, defend and hold harmless and the other Party's subsidiaries or affiliates, their agents, directors, officers, employees and assigns (the \"Indemnified Parties\") from and against all losses, liabilities, damages, demands and expenses (including reasonable attorneys' fees and expenses) arising out of, as a result of, or in connection with (i) the negligent actions of the Indemnifying Party, its employees or any third party acting on behalf of or under authority of the Indemnifying Party in the performance of this Agreement and/or (ii) the violation of any representation or warranty of Indemnifying Party in this Agreement. Each Party's obligations under this provision shall be subject to the other Party providing reasonable notice of any such claim. Each Party shall defend with competent counsel and pay all costs of defence, including attorneys' fees, and any and all damages and court costs awarded in respect to such claim, action or proceeding regarding the claim of infringement. The Indemnified Parties agree to permit the Indemnifying Party to defend, compromise, or settle any such claim, action or proceeding and further agree to provide all available information, and reasonable assistance to enable the other Indemnifying Party to do so. However, neither party will be liable under this indemnity for any losses, liabilities, damages, demands or expenses arising out of the gross negligence or wilful misconduct of the other party or any of its affiliates, agents, directors, officers, employees or assigns. Limitation of 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.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 6 of 28\n\n\n\n\n\n\n\n  B. WARRANTIES   Subject as herein provided HEMISPHERX warrants to SCIEN that:   \u00b7 All Product(s) supplied hereunder will comply with the Dossier and with any specification agreed for them in the Quality Agreement; \u00b7 It is not aware of any rights of any third party in the Territory which would or might render the sale of the Product, or the use of any of the Trademarks on or in relation to the Products, unlawful; \u00b7 It is the owner or the permitted licensee of all Intellectual Property Rights and it is not aware of any claims of any third party in the Territory or worldwide related to the fact that the Products infringes any intellectual property of such third party. \u00b7 Nothing in this Agreement shall exclude either party's liability for death or personal injury.   Subject to the above WARRANTIES, HEMISPHERX shall indemnify and hold harmless SCIEN and its respective employees from any loss, damage or claim made by a third party in respect of (i) the death or personal injury arising from the manufacture or use of the Products in the Territory or (ii) infringement of third party intellectual property, if and to the extent such loss, damage or claim is caused by any act or omission of HEMISPHERX and is not attributable directly or indirectly to the breach of any of the material terms of this Agreement by SCIEN or by any wilful default or negligent act or omission of SCIEN, its employees or its agents.   1. The indemnity given by HEMISPHERX shall be subject to the following conditions:   \u00b7 No indemnity shall be claimed unless notice is given by SCIEN claiming the indemnity to HEMISPHERX together with details of the claim promptly on notice of such claim being received by the SCIEN; \u00b7 No admissions of liability or compromise or offer of settlement of any claim shall be made by SCIEN without the prior written consent of HEMISPHERX; and \u00b7 HEMISPHERX shall have full control over any claim, proceedings or settlement negotiations in respect of which it is providing the indemnity.   Subject to clause X.B 1.), SCIEN shall defend and indemnify HEMISPHERX and its Affiliates and hold each of them harmless against all claims, demands, actions, losses, expenses, damages, liabilities, costs (including interest, penalties and reasonable attorneys' fees) and judgements suffered by each of them, which arise out of SCIEN's negligent or wilful acts or omissions or which otherwise arise out of SCIEN's breach of the Agreement.   Survivability. The obligations set forth in this Section X. shall survive the termination of this Agreement for the legal periods of limitation provided by US law.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 7 of 28\n\n\n\n\n\n\n\n  XI. CONFIDENTIALITY   A. SCIEN and HEMISPHERX agree to keep secret and confidential all confidential, proprietary or non-public information (\"Confidential Information\") of the other Party .This provision shall survive termination or expiration of this Agreement.   B. Such Confidential Information will be kept confidential until 5 years after the expiration of termination of this Agreement. Notwithstanding the foregoing , Confidential Information of a Party shall not include information which the other Party can establish by written documentation was (a) to have been publicly known prior to disclosure of such information by the disclosing Party to the other Party, (b) to have become publicly known, without fault on the part of the other Party, subsequent to disclosure of such information by the disclosing Party to the other Party, (c) to have been received by the other Party at any time from a source , other than the disclosing Party, rightfully having possession of and the right to disclose such information, (d) to have been otherwise known by the other Party prior to disclosure of such information by the disclosing Party to the other Party, or (e) to have been independently developed by employees or agents of the other Party without access to or use of such information disclosed by the disclosing Party to the other Party.   C. The confidentiality obligations contained in this section XI shall not apply to the extent that the receiving Party (the \"Recipient\") is required (a) to disclose information by law, order or regulation of a governmental agency or a court of competent jurisdiction , or (b) to disclose information to any governmental agency for purposes of obtaining approval to test or market a Product , provided in either case that the Recipient shall provide written notice thereof to the other Party and sufficient opportunity to object to any such disclosure or to request confidential treatment thereof.   XII. PROSECUTION, INFRINGEMENT, AND DEFENSE OF HEMISPHERX INTELLECTUAL PROPERTY   A. HEMISPHERX will be responsible for and shall control, at its expense, the preparation, filing, prosecution and maintenance of HEMISPHERX Intellectual Property.   B. SCIEN will cooperate in all reasonable ways to establish and protect HEMISPHERX Intellectual Property in the Territory.   C. HEMISPHERX, at its expense, will have the right to determine the appropriate course of action to enforce its HEMISPHERX Intellectual Property against infringement or otherwise abate the infringement thereof , to take (or refrain from taking) appropriate action to enforce its HEMISPHERX Intellectual Property, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to its Intellectual Property .   D. Each Party shall promptly notify the other Party in writing if any claim, action, demand or other proceeding (a \"Claim\") is brought against or is threatened to be brought against such Party alleging that the sale of Product violates another party's intellectual property.   E. SCIEN will promptly notify HEMISPHERX of any Third party SCIEN knows or believes may be infringing HEMISPHERX Intellectual Property and will, to the greatest extent reasonably possible, provide to HEMISPHERX any information SCIEN has in support of such belief. HEMISPHERX will have the right, but not the obligation, to use such information in an infringement action against such third Party. SCIEN agrees to cooperate with HEMISPHERX in any action for infringement of HEMISPHERX, and HEMISPHERX will reimburse SCIEN for all reasonable costs incurred by it in providing cooperation requested by HEMISPHERX.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 8 of 28\n\n\n\n\n\n\n\n  F. HEMISPHERX is and shall remain the sole legal and registered owner for any trademark or trade name of \"Interferon alfa-n3 (human leukocyte derived)\". The parties shall work together, upon commercial approval in the Territory to secure a trade name in the Territory.   G. 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. Should the Agreement expire or terminate, the right to use the trademark shall also terminate. SCIEN shall use \"Interferon alfa-n3 (human leukocyte derived)\" at all times for the sole purpose of marketing of Product for no other purpose.   H. The terms of the intellectual property license hereby granted shall be effective upon the Effective Date of this Agreement and during the term of this Agreement, unless sooner terminated in accordance with the provisions of the Sales, Marketing, Distribution and Supply Agreement between the parties.   1. Good Will. SCIEN recognizes that there exists great value and good will associated with the Intellectual Property of Interferon alfa-n3 (human leukocyte derived)\"   2. 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.   I. SCIEN agrees to assist HEMISPHERX to the extent necessary in the procurement of any protection or to protect any of HEMISPHERX's right to Interferon alfa-n3 (human leukocyte derived) and HEMISPHERX, if it so desires, may commence or prosecute any claims or suits in its own name or in the name of SCIEN or join SCIEN as a party thereto. SCIEN shall notify HEMISPHERX in writing of any infringements or imitations by others of \"Interferon alfa-n3 (human leukocyte derived) which may come to SCIEN 's attention, and HEMISPHERX shall have the sole right to determine whether or not any action shall be taken on account of any such infringements or imitations. SCIEN shall not institute any suit or take any action on account of any such infringements or imitation without first obtaining the written consent of the HEMISPHERX so to do.   J. SCIEN agrees to cooperate fully and in good faith with HEMISPHERX for the purpose of securing and preserving HEMISPHERX's rights.   K. 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)\".   L. It is further understood that all rights relating thereto are reserved by HEMISPHERX, except for the license hereunder to SCIEN of the right to use and utilize the name Interferon alfa-n3 (human leukocyte derived) only as specifically and expressly provided in this Agreement.   M. In the event of termination of this license for any reason, SCIEN shall within 6months (as described in the Termination clause), cease all use of the \"Interferon alfa-n3 (human leukocyte derived)\". SCIEN shall not thereafter use any names, mark or trade name similar thereto belonging to HEMISPHERX. Termination of the license under the provisions of this Agreement shall be without prejudice to any rights which HEMISPHERX may otherwise have against SCIEN.   N. SCIEN shall, and shall cause its shareholders, officers, directors, and managing personnel to, comply with all laws, rules and government regulations pertaining to its business and shall not violate any laws which would create an adverse effect on \"Interferon alfa-n3 (human leukocyte derived)\" in the U.S. and/or the Territory.   O. Relationship of Parties. SCIEN shall not in any manner or respect be the legal representative or agent of HEMISPHERX and shall not enter into or create any contracts, Agreements, or obligations on the part of HEMISPHERX, either expressed or implied, nor bind HEMISPHERX in any manner or respect whatsoever regarding its intellectual property; it being understood that this Agreement is only a contract for the licensed use of the product names in connection with the terms in this Agreement.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 9 of 28\n\n\n\n\n\n\n\n  XIII. BUYOUT   HEMISPHERX will have the option at any time to buy out this Agreement. 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.   XIV. MISCELLANEOUS.   A. Notices. Notices sent pursuant to this Agreement are valid if in writing and addressed to the parties at the respective addresses given below or at such other addresses as either party shall notify the other in writing and sent by registered or certified mail, postage prepaid and return receipt requested, or by Federal Express or other comparable courier providing proof of delivery, and shall be deemed duly given and received (i) if mailed, on the third business day following the mailing thereof, or (ii) if sent by courier, the date of its receipt (or if not on a business day, the next succeeding business day).   If to HEMISPHERX:   Thomas K. Equels, President and CEO One Penn Center 1617 JFK Boulevard Suite 500 Philadelphia, PA 19103 United States   If to SCIEN: Abdelrhman Mofeed Zhreldin Business Development Manager Scientific Products Pharmaceutical Co. Ltd Tahlia Street, P.O Box 10485, Riyadh 11433 Saudi Arabia   B. 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.   C. This Agreement constitutes the entire understanding of the parties with respect to the purchase and sale of Products and supersedes all prior discussions, agreements, and understandings between HEMISPHERX and SCIEN.   D. Each party an independent contractor to the other and the relationship between the parties shall not be construed to be that of an employer and employee, or to constitute a partnership, joint venture, or agency of any kind.   E. This Agreement may only be amended in a writing signed by both parties hereto.   F. If any provision of this Agreement is declared invalid or unenforceable by a court having competent jurisdiction, it is mutually agreed that this Agreement shall endure except for the part declared invalid or unenforceable by order of such court.   G. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 10 of 28\n\n\n\n\n\n\n\n  H. Prior to their release, the parties must agree on press releases or market communication that utilises the other Party's name.   Counterparts; Integration; Effectiveness; Electronic Execution   This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement constitutes the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.   This Agreement shall become effective when it shall have been executed by all parties and upon receipt of all counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by e- mail and/or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.   The words \"execution,\" \"signed,\" \"signature,\" and words of like shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper- based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, and any other similar State laws based on the Uniform Electronic Transactions Act.   IN WITNESS WHEREOF, the parties have executed this Agreement as of the last date below and in so doing acknowledge that they have a corporate authority to bind their respective organizations to this Agreement.   SCIENTIFIC PRODUCTS PHARMACEUTICAL CO. LTD:   HEMISPHERX BIOPHARMA, INC:       S/ Saleh Al-Abdullah Al-Rasheed   S/ Thomas K. Equels Saleh Al-Abdullah Al-Rasheed   Thomas K. Equels CEO & Owner   President and CEO       Date:   Date:       3-29-2016   3-31-16\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 11 of 28\n\n\n\n\n\n\n\n\n\n    Exhibit 1   The drug, Interferon Alfa-n3, is intended for investigational use in the countries in which it is distributed prior to receipt of RAA;   The drug, Interferon Alfa-n3, meets your specifications as reflected on the attached Certificate of Analysis;   The drug, Interferon Alfa-n3, is not in conflict with the laws of the countries in which it is distributed;   The investigation will be conducted in accordance with good clinical practices, including review and approval of the study by an independent ethics panel and informed consent of the study subjects;   The drug, Interferon Alfa-n3, does not present an imminent hazard to public health, either in the United States, if the drug were to be reimported, or in the countries in which it is distributed;   The drug, Interferon Alfa-n3, is labelled in accordance with the laws of the countries in which it is distributed.   I have reviewed the attached labels and the current Certificate of Analysis against the specifications and agree with the above statements that these meet the laws of the countries in which the product will be distributed.   Signature: __________________________________ Date: ______________________   Printed Name: Saleh Al- Rashid   Title: Chairman and CEO   Company: Scientific Products Pharmaceutical Co. LTD\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 12 of 28\n\n\n\n\n\n\n\n  Certificate of Analysis   {***}\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 13 of 28\n\n\n\n\n\n\n\n  Label information enlarged for ease of read.   {***}   Enlarged Label:   {***}   Caution: Limited by Federal (US)   Law to Investigational Use.   Manufactured For:   Hemispherx Biopharma, Inc.   Philadelphia, PA 19103   (U.S.A.)   Actual Label:   {***}\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 14 of 28\n\n\n\n\n\n\n\n  Exhibit 2 Study Protocol Synopsis   A Compassionate Use Protocol Using Natural Leukocyte Interferon (Alfa-n3) for Individual Treatment of Symptomatic Patients with Middle East Respiratory Syndrome (MERS)   {***}\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 15 of 28\n\n\n\n\n\n\n\n  Exhibit 3 Business Plan\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 16 of 28\n\n\n\n\n\n\n\n  Exhibit 4   TECHNICAL / QUALITY AGREEMENT   1. Parties   This Quality Agreement is entered by and between Scientific Products Pharmaceutical Co. LTD., a pharmaceutical company with its primary offices located at Tahlia Street, P.O Box 10485, Riyadh 11433 Saudi Arabia (\"SCIEN\") and Hemispherx Biopharma, Inc. 783 Jersey Avenue, New Brunswick, New Jersey 08901(HEMISPHERX).   2. Purpose   The purpose of this Quality Agreement is to clearly define the quality operating procedures, duties and responsibilities to be employed by SCIEN and HEMISPHERX in the conduct of activities by SCIEN for Hemispherx Biopharma, Inc. The objective of these procedures and this Quality Agreement is assurance that services are conducted in a timely, consistent and uniform manner and in accordance with current laws, directives, regulations and guidelines, as may be applicable to the specific project(s). These requirements may include those defined by the U.S. FDA's regulations At 21CFR314.80 (Post-marketing reporting of adverse drug experiences for drugs), 21CFR312.32 (IND safety reporting) 21CFR600.80 (Post marketing reporting of adverse experiences for biologics) 21CFR Parts 210 and 211 (\"current Good Manufacturing Practices\" or \"cGMPs\") with particular interest in 21CFR211.1.42 (Warehousing), 21CFR211.150 (Distribution), 21CFR211.204 (Returned drug) and 21CFR211.208 (Drug product salvaging), ICH Guidance for Industry: E6 Good Clinical Practice Consolidated Guidance and/or others that may be appropriate for the particular project.   3. Scope   This Quality Agreement is to be applied to the activities performed by SCIEN, for HEMISPHERX as specifically defined by the Sales, Marketing, Distribution, and Supply Agreement January ___, 2016 (\"Agreement\") to which this Quality Agreement is an integral Exhibit. In the event of a conflict between the terms of the Agreement and this Quality Agreement, the terms of the Agreement shall control. Unless otherwise stated in these documents, SCIEN shall follow its Standard Operating Procedures (\"SOPs\") with respect to the activities it shall carry out in accordance with the Agreement. Copies of all relevant SOPs shall be provided to HEMISPHERX for review during audits.   4. Confidentiality   The information and procedures contained in this Quality Agreement are confidential and subject to the terms and conditions of the confidentiality provisions as set forth in the Confidential Disclosure Agreement September 22, 2014 (\"CDA\") executed by HEMISPHERX and SCIEN.   5. Terms   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. This Quality Agreement should be reviewed periodically by both parties for any needed updating, revisions, amendments, and the like. Regular periodic review of this Quality Agreement should be conducted to ensure it is up-to-date.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 17 of 28\n\n\n\n\n\n\n\n  HEMISPHERX may perform audits for initial qualification of SCIEN as well as periodic audits and \"for cause\" audits. At mutually agreed upon times, HEMISPHERX may review standard operating and other quality control procedures and records and the records of SCIEN relating to the Agreement. Such routine and general oversight review is to be requested at least twenty (20) business days in advance, limited to two (2) persons, completed within one (1) to two (2) business days and shall be offered to HEMISPHERX one (1) time each calendar year. SCIEN will make every reasonable effort to accommodate the special circumstances that may arise pursuant to \"for cause\" audits. The following applies to all audits:   \u00b7 Prior to an audit HEMISPHERX will communicate to SCIEN the scope of the audit. \u00b7 HEMISPHERX will prepare a written report of the results of the audit and forward a copy to SCIEN.   SCIEN will provide a written response to HEMISPHERX's written audit report within twenty (20) business days of receipt of such report setting forth the corrective actions to be taken by SCIEN, if any, and a timeline for such implementation.   In the event of an inspection by any governmental or regulatory authority concerning the activities carried out under the Agreement, SCIEN shall notify HEMISPHERX promptly upon learning of such an inspection, shall supply HEMISPHERX with copies of any correspondence or portions of correspondence relating to HEMISPHERX's materials and shall inform HEMISPHERX of the general findings and outcomes of such inspections.   SCIEN and HEMISPHERX shall cooperate with each other during any such inspection, investigation or other inquiry, including applying reasonable effort, as might be practical, at allowing, upon reasonable request, a representative of HEMISPHERX to be on site during such inspection, investigation or other inquiry, and providing copies of all documents related to the inspection. Each party acknowledges that it may not direct the manner in which the other party fulfills its obligations to permit inspection by governmental entities   6. Dispute Resolution   If a dispute arises between the parties under this Agreement, the parties agree that, prior to either pursuing other available remedies, decision- making individuals from each party will promptly meet, either in person or by telephone, to attempt in good faith to negotiate a resolution of the dispute. If, within sixty days after such meeting, the parties are unable to resolve the dispute (or such longer time as the parties may agree) either party is free to pursue its legal remedies.   7. Definitions   Adverse experience: Any adverse event associated with the use of a biological or drug product in humans, whether or not considered product related, including the following: an adverse event occurring in the course of the use of a biological or drug product in professional practice; an adverse event occurring from overdose of the product whether accidental or intentional; an adverse event occurring from abuse of the product; an adverse event occurring from withdrawal of the product; and any failure of expected pharmacological action.   Disability: A substantial disruption of a person's ability to conduct normal life functions.   Life-threatening adverse experience: Any adverse experience that places the patient, in the view of the initial reporter, at immediate risk of death from the adverse experience as it occurred, i.e., it does not include an adverse experience that, had it occurred in a more severe form, might have caused death.   Labeled event: An adverse experience that is listed on the product insert as having been observed in patients who are receiving the drug product.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 18 of 28\n\n\n\n\n\n\n\n  Drug Product: A finished dosage form, for example, tablet, capsule, or solution that contains an active ingredient generally, but not necessarily, in association with inactive ingredients   Serious adverse experience: Any adverse experience occurring at any dose that results in any of the following outcomes: Death, a life-threatening adverse experience, inpatient hospitalization or prolongation of existing hospitalization, a persistent or significant disability/incapacity, or a congenital anomaly/birth defect. Important medical events that may not result in death, be life-threatening, or require hospitalization may be considered a serious adverse experience when, based upon appropriate medical judgment, they may jeopardize the patient or subject and may require medical or surgical intervention to prevent one of the outcomes listed in this definition.   Unexpected adverse experience: Any adverse experience that is not listed in the current labelling for the biological or drug product. This includes events that may be symptomatically and pathophysiologically related to an event listed in the labelling, but differ from the event because of greater severity or specificity.   For example, under this definition, hepatic necrosis would be unexpected (by virtue of greater severity) if the labeling only referred to elevated hepatic enzymes or hepatitis. Similarly, cerebral thromboembolism and cerebral vasculitis would be unexpected (by virtue of greater specificity) if the labeling only listed cerebral vascular accidents. \"Unexpected,\" as used in this definition, refers to an adverse experience that has not been previously observed (i.e., included in the labeling) rather than from the perspective of such experience not being anticipated from the pharmacological properties of the pharmaceutical product.   Call report: A list of all questions, requests for circulars, and physician/patient complaints received by SCIEN's Clinical Support Department is prepared monthly by SCIEN staff and is forwarded to HEMISPHERX RA/QA Department.   Audit: A systematic examination of processes, controls and systems, operating procedures, reports, records and/or data to assess SCIEN's compliance with standards, regulatory submissions, SOPs; applicable laws, regulations, directives, standards and guidelines; the terms of this Agreement and other contracts in place defining the services being provided and to verify data integrity.   Good Clinical Practices (\"GCPs\"): Good clinical practice (GCP) is an international ethical and scientific quality standard for designing, conducting, recording, and reporting trials that involve the participation of human subjects. Compliance with this standard provides public assurance that the rights, safety, and wellbeing of trial subjects are protected, consistent with the principles that have their origin in the Declaration of Helsinki, and that the clinical trial data are credible. ICH Guidance for Industry: E6 Good Clinical Practice Consolidated Guidance.   Good Manufacturing Practices (\"GMPs\"): The recognized pharmaceutical regulations and requirements of regulatory authorities such as those defined by the U.S. FDA's regulations at 21CFR Parts 210 and 211.   Key Contacts: Persons at SCIEN and HEMISPHERX assigned to assure proper communication and follow-up in a timely manner within both parties' organizations. Names, titles and full contact information for Key Contacts shall be appended to this Agreement as Attachment 1 and should be maintained up-to-date during the course of the project.   Observation: A statement of fact made during an audit that is substantiated by objective evidence. HEMISPHERX categorizes observations as follows:   o Critical: May pose risk to patient or consumer or otherwise compromise the integrity or quality of the material, product, process, or service being provided. Other instances that could be defined as a critical observation include: A practice that poses an immediate safety risk to personnel; Quality System(s) missing or not in compliance with regulations, guidelines, or corporate policies.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 19 of 28\n\n\n\n\n\n\n\n  o Major: Does not fully comply with regulations, guidelines or corporate policies and may pose unnecessary risks to the integrity or quality of material, product, process or service being provided. Other instances that could be defined as a major observation include: Likely or probable safety risk to personnel; Quality System(s) weak or needing improvement; repeated Minor deficiencies of a similar nature that indicate a systemic problem and therefore may be classified as Major. o Minor: Does not comply with regulations, guidelines, or corporate policies but does not directly impact the integrity or quality of the material, product, process, or service being provided. o Comment: Compliant with regulations, guidelines and/or corporate policies; however, the auditor comment serves as a recommendation relative to maintaining or improving a specific condition noted.   Out-of-Specification / Out-of-Trend (\"OOS / \"OOT\"): A result that is not within the established specifications or trend, whether these are qualitative or quantitative.   Standard Operating Procedures (\"SOPs\"): Procedures in effect at SCIEN that define the processes and controls by and under which activities are to be conducted to assure compliance with the appropriate Code of Federal Regulations.   7. Communications   To assure proper communication, notification and follow-up in a timely manner by both parties, \"Key\" contacts are listed in Attachment 1 of this Agreement. Key contacts shall have access to project managers and technical staff and, upon reasonable notice and as required, facilitate resolution of any issues. Every effort will be made by SCIEN to accommodate timely communications, including face-to-face meetings, with HEMISPHERX.   8. Change of Control   SCIEN will maintain and follow change control SOP(s) to ensure that changes to equipment, procedures, processes, etc. occur in a controlled manner and in compliance with requirements e defined by the U.S. FDA's regulations (see Section 2). The implementation of any change that may directly impact the integrity of the activities conducted or data being supplied for HEMISPHERX will require prior written approval of HEMISPHERX. SCIEN and HEMISPHERX will advise the appropriate organization's staff member (See Attachment 1) before implementation of a change, by either party, to equipment, procedures, specifications, processes, clinical protocols, product claims or facilities directly related to HEMISPHERX's specific products and processes. Each party agrees to review the proposed change in a timely manner and, at its discretion, may audit and/or request an alternative or additional change prior to the implementation of the proposed change. The respective party will review the proposed change, determine if it is reasonably practicable to implement the change and can suggest alternative or additional changes prior to the implementation of the proposed change. Change control requirements should be articulated within the specific operation's documentation practices.   HEMISPHERX is responsible for assuring changes are in accordance with and/or reported to the investigational, marketing and/or any other filing with regulatory agencies (IND, IMPD, CTA, NDA, MA, etc.) and for informing SCIEN of any changes requested by regulatory agencies. SCIEN agrees to keep HEMISPHERX fully informed of any and all communications with regulatory agencies that may affect the services being provided to HEMISPHERX by SCIEN.   This Agreement is not meant to supersede or replace controlled documents typically used to define and record the work to be conducted by SCIEN for HEMISPHERX. Specific requirements of this Agreement and/or any service contracts shall be articulated within SCIEN's current operating procedures and documentation systems.   9. Responsibilities   SCIEN is responsible for: 1) case management support services to patients and maintain a 24-hour/365-day a year telephone service for assistance of prescription drug-related medical emergencies to patients 2) the distribution of product, including the shipping, handling and storage and all rules and regulations of every governmental authority having jurisdiction over the shipping, handling, storage, distribution, and dispensing of Product\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 20 of 28\n\n\n\n\n\n\n\n  3) confirming the product labelling requirements in the territory 4) conforming to all labeled specifications concerning the shipping, handling and storage of Product 5) notifying HEMISPHERX of any unacceptable storage or handling deviation within one (1) business day 6) inspecting all product shipments received by SCIEN from HEMISPHERX and reporting any damage, defect, loss in transit, or other shipping errors to HEMISPHERX within one (1) business days of receipt by SCIEN 7) administering recalls, field alerts, warning letters, quarantines or withdrawals in accordance with HEMISPHERX instructions (See Attachment 2) 8) administering HEMISPHERX's Returned Goods Policy (See Attachment 3) 9) immediately (within 24 hours of becoming aware of event) notifying HEMISPHERX of any serious and unexpected side effects (Adverse Experiences reported to SCIEN, as defined by 21CFR 314.80 and 21CFR 312.32)) 10) providing HEMISPHERX with written Adverse Experience Reports (at the latest day 4 after becoming aware of event) 11) notifying the Regulatory Authorities within the Territory of any reportable adverse experiences 12) notifying the Regulatory Authorities within the Territory of any suspected counterfeiting or tampering except as required different by law 13) obtaining program approval from appropriate regulatory agencies in the Territory 14) keeping HEMISPHERX fully informed of any and all communications with regulatory agencies that may affect the services being provided to HEMISPHERX by SCIEN 15) receiving and processing complaints 16) notifying HEMISPHERX of complaints and actions taken or to be taken to address the complaints 17) the performance of all services provided by SCIEN's subcontractors 18) communicating to HEMISPHERX any events of non-conformance that impact the quality of HEMISPHERX's product. Examples of non-conformances may include, but are not limited to: equipment failure, shipping error or documentation error, labeling error, improper storage, facilities system error, and unplanned study protocol deviations. When a non-conformance event occurs that is specific to HEMISPHERX's product, SCIEN will conduct an investigation and provide copies of all investigation documentation to HEMISPHERX for review and input 19) for initiating, monitoring and completing CAPA tasks related to discrepancies, errors and incidents involving services that are under SCIEN's control   HEMISPHERX is responsible for: 1) release of product following review of all manufacturing and quality control testing requirements to confirm the batch has been manufactured according to approved processes and specifications 2) supply all necessary quality documentation with shipments to allow product importation and release 3) ensuring product intended for supply in territory is labelled accordingly 4) assuring changes to the established operations are in accordance with and/or reported to the investigational, marketing and/or any other filing with regulatory agencies (IND, IMPD, CTA, NDA, MA, etc.). 5) informing SCIEN of any changes requested by regulatory agencies 6) assist with/address any Agencies requests relating to manufacture of product 7) providing SCIEN any information that could result in a field alert or recall of a product under a HEMISPHERX NDA or ANDA immediately, but no more than one (1) business day after discovery. HEMISPHERX interprets FDA 21 CFR 314.81, \"Other Post- Marketing Reports,\" to require a Field Alert Report to be made within three (3) days of an occurrence of an OOS result, whether that result is confirmed or not. The only exception to this would be where the original result was invalidated within the three (3) days. In that case, no field alert would be required 8) making the proper reports to the FDA regarding a field alert or recall\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 21 of 28\n\n\n\n\n\n\n\n  9) making the proper reports to the FDA regarding any serious and unexpected side effects 10) communicating to SCIEN any events of non-conformance that impact the quality of HEMISPHERX's product. Examples of non- conformances may include, but are not limited to: contamination, calculation or documentation error, labeling error. When a non- conformance event occurs HEMISPHERX will conduct an investigation and inform SCIEN of any appropriate action to be taken 11) for initiating, monitoring and completing CAPA tasks related to discrepancies, errors and incidents involving services that are under HEMISPHERX's control 12) contribute to customer complaint investigations where possible issues due to manufacturing process may have contributed to complaint   HEMISPHERX and SCIEN are separately responsible for securing and maintaining all required licenses, permits and certificates applicable to their respective operations and each shall comply with any and all applicable federal, state and local laws, including but not limited to (i) the Federal Food Drug and Cosmetic Act; (ii) the Social Security Act; (iii) HIPAA; (iv) all federal and state health care anti-fraud and abuse laws, and (v) all state privacy, and consumer protection laws, including those relating to the use of medical and prescription information for commercial purposes.   10. Subcontractors   SCIEN may enter into agreements between SCIEN and a subcontractor. SCIEN will identify the services performed by each such subcontractor. SCIEN is responsible for the performance of all services provided on behalf HEMISPHERX and the compliance of each subcontractor to the terms of this Agreement. HEMISPHERX will be permitted to conduct periodic audits of the subcontractors to assure compliance to applicable GMP's, GLP's and federal regulations (CFR's).   11. Standard Operating Procedures (SOP's)   The following HEMISPHERX SOP's are relevant to this Quality Agreement and interactions between HEMISPHERX and SCIEN and affiliates.   A. CLN-009 Handling Adverse Event Reports and Records B. RA-001 Post Marketing Adverse Experience Reporting C. QC-006 Investigation of Out of Specification Results   12. Laboratory Controls-N/A   13. Documentation and Record Maintenance   SCIEN shall preserve all records in accordance with any applicable federal, state or local requirements. 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. SCIEN shall, upon written receipt of a written request from HEMISPHERX, finish such Documentation in a format reasonably acceptable to HEMISPHERX with thirty (30) days of receipt of such request. In this case, the Documentation will be shipped to the Quality Assurance Manager named in this Agreement (see Key Contact List, Attachment 1). It is the responsibility of HEMISPHERX to notify SCIEN of any changes in this contact. During the retention period, documentation shall be available for inspection by HEMISPHERX, its authorized agents and authorized government agencies.   14. Complaints   In the event SCIEN is notified of a complaint, SCIEN will receive, investigate and respond to the complaint following its internal procedures. A copy of all complaint investigation documentation will be provided to HEMISPHERX.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 22 of 28\n\n\n\n\n\n\n\n  15. Contact List of Key Personnel. See Attachment 1   IN WITNESS WHEREOF, the parties hereto have executed this Quality Agreement as of the Effective Date.   Hemispherx Biopharma Inc.   Quality Assurance Signature: _____________________________________________________   Printed Name: Victoria Scott   Title: Associate Director Quality and Regulatory   Date: _________________________________________________________________________   Management Signature: __________________________________________________________   Printed Name: Wayne Springate   Title: Senior Vice President Operations   Date: _________________________________________________________________________   SCIEN.   Quality Assurance Signature: _____________________________________________________   Printed Name: _________________________________________________________________   Title: _________________________________________________________________________   Date: _________________________________________________________________________   Management Signature: ___________________________________________________________   Printed Name: Abdelrhman Mofeed Zhreldin   Title: Business Development Manager   Date: _________________________________________________________________________\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 23 of 28\n\n\n\n\n\n\n\n\n\n    Attachment 1 List of Key Contacts   SUBJECT   HEMISPHERX CONTACT   SCIEN CONTACT Regulatory Compliance Requirements   Notification of Regulatory Agencies and Regulatory Submissions\n\n  Victoria Scott Associate Director/Quality and Regulatory Phone: 732-249-3250 Fax:732-249-6895 Email:Regulatory@Hemispherx.net\n\n\n\nRecall of Marketed Product   Victoria Scott Associate Director/Quality and Regulatory Phone: 732-249-3250 Fax:732-249-6895 Email:Regulatory@Hemispherx.net\n\n\n\nAdverse Drug Events   David Strayer, MD Medical Director Phone:215-988-0880 Fax: 215-988-1739 Email: SAE@Hemispherx.net\n\n\n\nProduct Complaint   Victoria Scott Associate Director/Quality and Regulatory Phone: 732-249-3250 Fax:732-249-6895 Email:Victoria.Scott@Hemispherx.net\n\n\n\nField Alert Reports/Biological Product Deviation Reports   Victoria Scott Associate Director/Quality and Regulatory Phone: 732-249-3250 Fax:732-249-6895 Email:Victoria.Scott@Hemispherx.net\n\n\n\nChange Control   Victoria Scott Associate Director/Quality and Regulatory Phone: 732-249-3250 Fax:732-249-6895 Email:Victoria.Scott@Hemispherx.net\n\n\n\nClinical Study Protocol Changes   David Strayer, MD Medical Director Phone:215-988-0880 Fax: 215-988-1739 Email: David.Strayer@Hemispherx.net\n\n\n\nNew or Revised Product Claims   David Strayer, MD Medical Director Phone:215-988-0880 Fax: 215-988-1739 Email: David.Strayer@Hemispherx.net\n\n\n\nDocumentation Quality Records Record Retention\n\n  Victoria Scott Associate Director/Quality and Regulatory Phone: 732-249-3250 Fax:732-249-6895 Email:Victoria.Scott@Hemispherx.net\n\n\n\n\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 24 of 28\n\n\n\n\n\n\n\n  SUBJECT   HEMISPHERX CONTACT     Product Testing and Release   Victoria Scott Associate Director/Quality and Regulatory Phone: 732-249-3250 Fax:732-249-6895 Email:Victoria.Scott@Hemispherx.net\n\n\n\nControl of Components, Labelling and Packaging Materials\n\n  Chris Cavalli VP Quality and Process Development Phone: 732-249-3250 Email:Chris.Cavalli@Hemispherx.net Fax:732-249-6895\n\n\n\nProduct Storage and Shipping   Victoria Scott Associate Director/Quality and Regulatory Phone: 732-249-3250 Fax:732-249-6895 Email:Victoria.Scott@Hemispherx.net\n\n\n\nReturned Goods   Victoria Scott Associate Director/Quality and Regulatory Phone: 732-249-3250 Fax:732-249-6895 Email:Victoria.Scott@Hemispherx.\n\n\n\nDeviations/Investigations   Nonconforming or Rejected Material\n\n  Victoria Scott Associate Director/Quality and Regulatory Phone: 732-249-3250 Fax:732-249-6895 Email:Victoria.Scott@Hemispherx.net\n\n\n\nSupplier Qualification   Victoria Scott Associate Director/Quality and Regulatory Phone: 732-249-3250 Fax:732-249-6895 Email:Victoria.Scott@Hemispherx.net\n\n\n\nQuality Audits & Regulatory Inspections   Victoria Scott Associate Director/Quality and Regulatory Phone: 732-249-3250 Fax:732-249-6895 Email:Victoria.Scott@Hemispherx.net\n\n\n\n\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 25 of 28\n\n\n\n\n\n\n\n  Attachment 2 QA-007-Product Recall\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 26 of 28\n\n\n\n\n\n\n\n  Attachment 3 HEMISPHERX Return Goods Policy   This Return Goods Policy us for all HEMISPHERX product, Interferon alfa-n3 (human leukocyte derived) distributed by SCIEN.   The following products are eligible for return and reimbursement:   \u00b7 Outdated Product: Product within two (2) months prior or six (6) months past expiration date and noted on product;   AND   \u00b7 Product in its original container and bearing its original label.   OR   \u00b7 Product which HEMISPHERX has specified be returned   The following products are not eligible for return and reimbursement:   \u00b7 Product that is not outdated.   \u00b7 Product in which the lot number and/or expiration date is missing, illegible, covered, and/or unreadable on original container.   \u00b7 Product that has been damaged due to improper storage handling, fire, flood, or catastrophe.   \u00b7 Product that has been sold expressly on a non-returnable basis.   \u00b7 Product that is not in its original container and/or not bearing its original label.   \u00b7 Product that is in its original container with a prescription label attached.   \u00b7 Product that has been repackaged   \u00b7 Partial Vials   \u00b7 Product obtained illegally or via diverted means   \u00b7 Product purchased on the \"secondary source\" market or from a distributor other than SCIEN.   \u00b7 Product that HEMISPHERX determines, in its sole discretion, is otherwise adulterated, misbranded, or counterfeit.   HEMISPHERX will only accept returns shipped to SCIEN. All eligible products shall be shipped in a safe, secure, and reliable manner, and in compliance with all applicable federal, state and local laws, regulations and statutes. It is the shipper's responsibility to securely package all return goods to prevent to prevent breakage during transit and otherwise comply with the laws and regulations applicable to the packaging, shipping, and transport of return goods shipments.   HEMISPHERX is not responsible for shipments lost and/or damaged in transit. HEMISPHERX recommends that all customers insure return goods shipments.   HEMISPHERX will audit the quantities of return goods and final reimbursement will be based on HEMISPHERX count. All products will be reimbursed based on the price paid direct purchasing customers reimbursement will be issued in the form of credit or product replacement to the appropriate party.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 27 of 28\n\n\n\n\n\n\n\n  To assist in accurate credit memo processing, please include the following information:   1. Purchasers Name and Mailing Address   2. Date and Quantity   Return goods shipments which are deemed to be outside of this policy will not be returned to the customer or the third party processor and no reimbursement will be issued by HEMISPHERX. HEMISPHERX return goods policy is subject to change at any time and without prior notices to other parties.\n\n{***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.   Page 28 of 28"}]}, {"title": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "CO-BRANDING AGREEMENT", "answer_start": 15}], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Lucent Technologies Inc.", "answer_start": 106}, {"text": "(each individually, \"a Party\" and, collectively, \"the Parties\"}.", "answer_start": 386}, {"text": "mPhase Technologies Inc.", "answer_start": 261}, {"text": "Lucent", "answer_start": 106}, {"text": "mPhase", "answer_start": 261}], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "21st day of January 2003", "answer_start": 66}], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "The Term of this Agreement will commence on the date above, and shall          continue for a term of one (1) year", "answer_start": 4213}], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 4329}], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "The validity, construction and performance of this Agreement shall be          governed by the laws of the State of New York.", "answer_start": 5349}], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 4564}], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 2551}], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "This Agreement shall not be assigned by mPhase without the prior          written consent of Lucent.", "answer_start": 5238}], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 5044}], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "EXHIBIT 10.15\n\nCO-BRANDING AGREEMENT\n\nThis Agreement is made this 21st day of January 2003 by and between Lucent Technologies Inc., a Delaware corporation having a principal place of business at 600 Mountain Avenue, Murray Hill, New Jersey 07974 (\"Lucent\") and mPhase Technologies Inc., a New Jersey corporation located at 587 Connecticut Avenue, Norwalk, Connecticut 068545 (\"mPhase\") (each individually, \"a Party\" and, collectively, \"the Parties\"}.\n\nWHEREAS, mPhase wishes to use the Lucent Technologies name and Logo and the slogan TECHNOLOGY BY LUCENT TECHNOLOGIES on printed circuit boards, product packaging and in printed marketing materials (\"Approved Uses\") in connection with its multi-access product (the \"Goods\") and Lucent wishes to permit mPhase to do so.\n\nNOW THEREFORE, the Parties, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:\n\n1.       mPhase may apply only the exact logo shown on Schedule A of this          Agreement (the \"Lucent Co-Branding Logo\"} in Approved Uses for mPhase's          Goods.\n\n2.       mPhase agrees to abide by the guidelines appearing on Schedule B of          this Agreement specifying the dimensions, requirements and          specifications, and the review process related to use of the Lucent          Co-Branding Logo. mPhase understands that these guidelines may be          updated from time to time and agrees to abide by those updates as well          as the guidelines provided herein.\n\n3.       In the event that mPhase's use of the Lucent Co-Branding Logo, in the          sole judgment of Lucent, may adversely affect Lucent's rights to the          mark shown on Schedule A or the marks and names LUCENT, LUCENT          TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written          notification to mPhase, terminate this Agreement.\n\n4.       mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo          nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING          DESIGN, by its use and that any use of the Lucent Co-Branding Logo by          mPhase inures to the benefit of Lucent.\n\n5.       mPhase agrees not to adopt any designation which is confusingly similar          to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT          TECHNOLOGIES or LUCENT INNOVATION RING DESIGN. 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.\n\n6.       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.\n\n7.       Lucent is generally aware of the current quality of mPhase's Goods.          mPhase agrees to maintain the quality of its Goods associated with the          Lucent Co-Branding Logo to a level of quality comparable to the current          quality of their Goods.\n\n8.       If Lucent determines that mPhase's Goods are no longer maintained at          the current level of quality, Lucent shall so notify mPhase, in          writing, and Lucent shall have the right to terminate this Agreement.\n\n9.       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.\n\n10.      In the event that mPhase becomes aware of any unauthorized use of the          Lucent Co-Branding Logo or other Lucent marks by third parties, mPhase          agrees to promptly notify Lucent and to cooperate fully, at Lucent's          expense, in any enforcement of Lucent's rights against such third\n\nSource: MPHASE TECHNOLOGIES INC, 10-K, 9/11/2003\n\n\n\n\n\nparties. Nothing contained in this paragraph shall be construed to          require Lucent to enforce any rights against third parties or to          restrict Lucent's rights to license or consent to such third parties'          use of the Lucent Co-Branding Logo or any other Lucent marks.\n\n11.      The Term of this Agreement will commence on the date above, and shall          continue for a term of one (1) year. 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. 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.\n\n12.      Upon termination of this Agreement, mPhase shall immediately cease use          of the Lucent Co-Branding Logo, provided, however, that mPhase shall          have no obligation to remove such Co-Branding Logo from any Goods sold          prior to the date of such termination.\n\n-2-\n\n13.      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.\n\n14.      This Agreement shall not be assigned by mPhase without the prior          written consent of Lucent.\n\n15.      The validity, construction and performance of this Agreement shall be          governed by the laws of the State of New York.\n\n16.      This Agreement, including the Schedules and Addenda hereto, constitutes          the entire Agreement between the Parties concerning the subject matter          hereof and supersedes all proposals, oral or written, all negotiations,          conversations, and/or discussions between the Parties relating to this          Agreement and all past courses of dealing or industry customs.\n\nIN WITNESS WHEREOF, the Parties by their duly authorized representatives, have executed this Agreement on the respective dates indicated below.\n\nLucent Technologies Inc.                  mPhase, Inc.\n\nBy:  /s/ D. Laurence Padilla              By:  /s/ Ron Durando      -----------------------                   ----------------------      D. Laurence Padilla                       Ron Durando      President -                               Chief Executive Officer      Intellectual Property Business\n\nDate:  1/28/03                            Date:  01/21/03      -----------------------                   ----------------------\n\n-3-\n\nSchedule A                                    ----------\n\n------------------\n\nTechnology                                By\n\n[graphic]                               Lucent Technologies\n\n------------------\n\n-4-\n\nSource: MPHASE TECHNOLOGIES INC, 10-K, 9/11/2003\n\n\n\n\n\nSchedule B                                    ----------\n\nCo-Branding Guidelines\n\nControl Specifications\n\no  Consistent with our guidelines, 'Bell Labs Innovations' from the Lucent Logo    can never appear on co-branded offers.\n\no  The 2-logos of each company can never be combined to form a compositE logo    or suggest the \"two company's\" are part of one company.\n\no  Our Logo must always maintain a staging of 1/2 the diameter of the Innovation    Ring of clearspace.\n\no  The Lucent Logo may be reproduced in black or with the Innovation Ring in    Lucent Red with black type.\n\no  The Lucent co-branding Art shown in Schedule A above may not be altered in    any way from the form in which it is provided to mPhase by Lucent    Technologies.\n\no  Since our mark is prominent, it is important that a form of each new or    initial use of the Lucent Co-Branding Logo be reviewed individually prior to    implementation. Although mPhase may receive Co-branding approval for one    application, it has not been granted 'blanket use' of the Co-Branding Logo or    the Lucent Marks on all other applications.\n\no  Samples of each new or initial use of the Lucent Co-Branding Logo should be    sent to Corporate Identity, Lucent Technologies, Attn: Bob Cort, Room 3A 405,    600 Mountain Avenue, Murray Hill, NJ 07974-0636; and to Lucent Technologies    Inc., Attn: Trademarks & Copyrights, Room 2F 181, 600 Mountain Avenue, Murray    Hill, NJ 07974-0636 for approval prior to any use of the materials.\n\n-5-\n\nSource: MPHASE TECHNOLOGIES INC, 10-K, 9/11/2003"}]}, {"title": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "paragraphs": [{"qas": [{"answers": [{"text": "INTELLECTUAL PROPERTY AGREEMENT", "answer_start": 3598}], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "RemainCo", "answer_start": 930}, {"text": "SpinCo", "answer_start": 828}, {"text": "individually as a \"Party,\" and collectively as the \"Parties.\" C", "answer_start": 3950}, {"text": "The Babcock & Wilcox Company", "answer_start": 3755}, {"text": "Babcock & Wilcox Enterprises, Inc.", "answer_start": 3826}], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "June 26, 2015", "answer_start": 141}], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "June 26, 2015", "answer_start": 141}], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 81556}], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [{"text": "SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (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 SpinCo Know- How currently or previously used in connection with the RemainCo Business or otherwise in the possession of RemainCo or any member of the RemainCo Group as of Distribution Date (the \"Licensed SpinCo Know-How\"), for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo 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 SpinCo Know-How for the continued operation of the RemainCo Business and any future extensions of the RemainCo 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) SpinCo Know-How", "answer_start": 45417}, {"text": "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.", "answer_start": 46518}, {"text": "SpinCo shall have the sole right to use the title Steam/its generation and use to publish future editions of the Steam Book.", "answer_start": 23772}, {"text": "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.", "answer_start": 47034}, {"text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Shared Library Materials, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the SpinCo Core Field and (y) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the RemainCo Core Field or the SpinCo Core Field and (ii) with respect to SpinCo's right and interest in and to the Shared Library Materials, SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the RemainCo Core Field and (y) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the SpinCo Core Field or the RemainCo Core Field.", "answer_start": 36730}, {"text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, 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 to use the Foundational Software, including any Intellectual Property embodied therein, 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 to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members", "answer_start": 49121}, {"text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field. The foregoing licenses includes the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Foundational Software and to use the Foundational Software to design, develop, manufacture, have manufactured, sell and support products and services.", "answer_start": 50143}], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 24969}, {"text": "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.", "answer_start": 24473}], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 24969}, {"text": "Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo.", "answer_start": 30886}], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "This Agreement may not be assigned by either Party, except with the prior written consent of the other Party.", "answer_start": 78188}], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [{"text": "SpinCo and RemainCo agree and acknowledge that, although RemainCo was responsible for publishing the current forty-second (42nd) edition of the Steam Book, as of the Distribution Date, all rights, responsibilities, duties and obligations related to the publication, distribution and sale of this edition shall be transferred to SpinCo.", "answer_start": 23364}], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (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 SpinCo Know- How currently or previously used in connection with the RemainCo Business or otherwise in the possession of RemainCo or any member of the RemainCo Group as of Distribution Date (the \"Licensed SpinCo Know-How\"), for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo 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 SpinCo Know-How for the continued operation of the RemainCo Business and any future extensions of the RemainCo 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) SpinCo Know-How", "answer_start": 45417}, {"text": "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.", "answer_start": 46518}, {"text": "The foregoing licenses include the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Shared Library Materials and to use the Shared Library Materials to design, develop, manufacture, have manufactured, sell and support products and services, subject in each case to applicable export control Laws and the provisions of Section 4.5.", "answer_start": 38522}, {"text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field.", "answer_start": 50143}, {"text": "RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.", "answer_start": 53712}, {"text": "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.", "answer_start": 30088}, {"text": "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.", "answer_start": 47034}, {"text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, 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.", "answer_start": 25318}, {"text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Shared Library Materials, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the SpinCo Core Field and (y) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the RemainCo Core Field or the SpinCo Core Field and (ii) with respect to SpinCo's right and interest in and to the Shared Library Materials, SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the RemainCo Core Field and (y) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the SpinCo Core Field or the RemainCo Core Field.", "answer_start": 36730}, {"text": "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.", "answer_start": 54063}, {"text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, 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 to use the Foundational Software, including any Intellectual Property embodied therein, 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 to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members", "answer_start": 49121}], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [{"text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Shared Library Materials, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the SpinCo Core Field and (y) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the RemainCo Core Field or the SpinCo Core Field and (ii) with respect to SpinCo's right and interest in and to the Shared Library Materials, SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the RemainCo Core Field and (y) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the SpinCo Core Field or the RemainCo Core Field.", "answer_start": 36730}, {"text": "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.", "answer_start": 47034}, {"text": "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.", "answer_start": 46518}, {"text": "SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (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 SpinCo Know- How currently or previously used in connection with the RemainCo Business or otherwise in the possession of RemainCo or any member of the RemainCo Group as of Distribution Date (the \"Licensed SpinCo Know-How\"), for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo 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 SpinCo Know-How for the continued operation of the RemainCo Business and any future extensions of the RemainCo 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) SpinCo Know-How", "answer_start": 45417}], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 46518}, {"text": "SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (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 SpinCo Know- How currently or previously used in connection with the RemainCo Business or otherwise in the possession of RemainCo or any member of the RemainCo Group as of Distribution Date (the \"Licensed SpinCo Know-How\"), for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo 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 SpinCo Know-How for the continued operation of the RemainCo Business and any future extensions of the RemainCo 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) SpinCo Know-How", "answer_start": 45417}, {"text": "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", "answer_start": 51534}, {"text": "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.", "answer_start": 47034}, {"text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Shared Library Materials, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the SpinCo Core Field and (y) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the RemainCo Core Field or the SpinCo Core Field and (ii) with respect to SpinCo's right and interest in and to the Shared Library Materials, SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the RemainCo Core Field and (y) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the SpinCo Core Field or the RemainCo Core Field.", "answer_start": 36730}, {"text": "SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, 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 SpinCo", "answer_start": 52583}], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": false}, {"answers": [{"text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, 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.", "answer_start": 25318}], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": false}, {"answers": [{"text": "SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (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 SpinCo Know- How currently or previously used in connection with the RemainCo Business or otherwise in the possession of RemainCo or any member of the RemainCo Group as of Distribution Date (the \"Licensed SpinCo Know-How\"), for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo 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 SpinCo Know-How for the continued operation of the RemainCo Business and any future extensions of the RemainCo 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) SpinCo Know-How", "answer_start": 45417}, {"text": "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.", "answer_start": 46518}, {"text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, 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 to use the Foundational Software, including any Intellectual Property embodied therein, 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 to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members", "answer_start": 49121}, {"text": "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.", "answer_start": 47034}, {"text": "Accordingly, (i) with respect to RemainCo's right and interest in and to the Shared Library Materials, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the SpinCo Core Field and (y) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the RemainCo Core Field or the SpinCo Core Field and (ii) with respect to SpinCo's right and interest in and to the Shared Library Materials, SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the RemainCo Core Field and (y) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the SpinCo Core Field or the RemainCo Core Field.", "answer_start": 36730}, {"text": "RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, 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", "answer_start": 25318}, {"text": "of the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field. The foregoing licenses includes the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Foundational Software and to use the Foundational Software to design, develop, manufacture, have manufactured, sell and support products and services.", "answer_start": 50143}], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": false}, {"answers": [], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution.", "answer_start": 30467}], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 57734}, {"text": "RemainCo agrees not to, and shall not permit any member of the RemainCo Group to, oppose, petition to cancel, or otherwise challenge or object to the use of or any current application and/or subsequent application for registration by SpinCo or any member of the SpinCo Group of any SpinCo House Marks, as long as such use and/or registration does not make use of the RemainCo House Marks and further agrees to take such actions as may be reasonably requested by SpinCo and execute or cause to be executed by the appropriate members of the RemainCo Group such other agreements, instruments and other documents, including coexistence agreements and letters of consent, as may be reasonably requested by SpinCo to facilitate the registration and continued prosecution of SpinCo House Marks (e.g., in the event that any RemainCo House Mark is cited against an application for a SpinCo House Mark).", "answer_start": 29138}, {"text": "SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo'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 RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date", "answer_start": 58731}], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.17\n\nINTELLECTUAL PROPERTY AGREEMENT\n\nbetween\n\nTHE BABCOCK & WILCOX COMPANY\n\nand\n\nBABCOCK & WILCOX ENTERPRISES, INC.\n\ndated as of\n\nJune 26, 2015\n\n\n\n\n\nTABLE OF CONTENTS   ARTICLE I   DEFINITIONS     1\n\n  Section 1.1   Definitions     1\n\n  Section 1.2   Interpretation     4\n\nARTICLE II   INTELLECTUAL PROPERTY ASSIGNMENT AND OWNERSHIP     5\n\n  Section 2.1   Reserved     5\n\n  Section 2.2   Reserved     5\n\n  Section 2.3   Assistance by Employees; Inventor Compensation     5\n\n  Section 2.4   Ownership     6\n\n  Section 2.5   Rights Arising in the Future     6\n\n  Section 2.6   Abandonment of Certain Intellectual Property     7\n\n  Section 2.7   Reserved     7\n\n  Section 2.8   Steam/Its Generation and Use     7\n\nARTICLE III   TRADEMARKS     8\n\n  Section 3.1   House Marks     8\n\n  Section 3.2   Limited License to Use SpinCo House Marks     9\n\n  Section 3.3   Removal of Classes from SpinCo Marks    10\n\n  Section 3.4   RemainCo Marks    10\n\n  Section 3.5   Duty to Avoid Confusion    10\n\nARTICLE IV   SHARED LIBRARY MATERIALS    11\n\n  Section 4.1   Shared Library Materials    11\n\n  Section 4.2   Cross-License of Shared Library Materials    11\n\n  Section 4.3   Maintenance of Shared Library Materials    11\n\n  Section 4.4   Potential Allocation of Shared Library Materials    12\n\n  Section 4.5   Confidentiality and Trade Secret Status of Shared Library Materials    13\n\n  Section 4.6   Third Party Materials Contained in the Shared Library Materials    13\n\nARTICLE V   INTELLECTUAL PROPERTY LICENSES AND COVENANTS    13\n\n  Section 5.1   Cross-License of Shared Know-How    13\n\n  Section 5.2   Reserved    14\n\n  Section 5.3   Reserved    14    i\n\n\n\n\n\n  Section 5.4   Cross-Licenses of Software    14\n\n  Section 5.5   Reserved    15\n\n  Section 5.6   Sublicensing; Assignability    15\n\n  Section 5.7   Restrictions on Licensor Exploitation of Intellectual Property    16\n\n  Section 5.8   Third Party Agreements; Reservation of Rights    16\n\n  Section 5.9   Maintenance of Intellectual Property    16\n\n  Section 5.10   Covenants    17\n\nARTICLE VI   TECHNICAL ASSISTANCE AND TECHNOLOGY TRANSFER    17\n\n  Section 6.1   Reserved    17\n\n  Section 6.2   Reserved    17\n\n  Section 6.3   No Additional Technical Assistance    17\n\nARTICLE VII   NO WARRANTIES    18\n\nARTICLE VIII   THIRD-PARTY INFRINGEMENT    18\n\n  Section 8.1   No Obligation    18\n\n  Section 8.2   Notice Regarding Infringement    19\n\n  Section 8.3   Suits for Infringement    19\n\nARTICLE IX   CONFIDENTIALITY    21\n\nARTICLE X   MISCELLANEOUS    22\n\n  Section 10.1   Authority    22\n\n  Section 10.2   Entire Agreement    22\n\n  Section 10.3   Binding Effect; Third-Party Beneficiaries; Assignment    23\n\n  Section 10.4   Amendment    23\n\n  Section 10.5   Failure or Indulgence Not Waiver; Remedies Cumulative    23\n\n  Section 10.6   Notices    23\n\n  Section 10.7   Counterparts    23\n\n  Section 10.8   Severability    23\n\n  Section 10.9   Governing Law    24\n\n  Section 10.10   Construction    24\n\n  Section 10.11   Performance    24\n\nSCHEDULES   Schedule 1.1(e)   SpinCo Core Field; RemainCo Core Field Schedule 1.1(i)   Specific RemainCo Field; Specific SpinCo Field Schedule 1.1(o)   SpinCo House Marks Schedule 1.1(p)   RemainCo House Marks   ii\n\n\n\n\n\nSchedule 2.4(a)   RemainCo Ownership Schedule 2.4(b)   SpinCo Ownership Schedule 2.6   Abandonment of Certain Intellectual Property Schedule 3.1   SpinCo Trademarks Schedule 3.3   Required Actions and Filings Schedule 3.4   RemainCo Trademarks Schedule 4.1   Shared Library Materials Schedule 4.4   Nuclear Design Materials Schedule 5.4(a)   Foundational Software   iii\n\n\n\n\n\nINTELLECTUAL PROPERTY AGREEMENT\n\nThis INTELLECTUAL PROPERTY AGREEMENT (this \"Agreement\") is entered into as of June 26, 2015 (the \"Effective Date\"), between The Babcock & Wilcox Company, a Delaware corporation, (\"RemainCo\") and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (\"SpinCo\"). RemainCo and SpinCo are sometimes referred to herein individually as a \"Party,\" and collectively as the \"Parties.\" Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article 1 hereof.\n\nRECITALS\n\nWHEREAS, SpinCo is a wholly owned Subsidiary of RemainCo;\n\nWHEREAS, the Board of Directors of RemainCo has determined that it would be appropriate and in the best interests of RemainCo and its stockholders for RemainCo to separate the SpinCo Business from the RemainCo Business;\n\nWHEREAS, in order to effectuate the foregoing, RemainCo and SpinCo have entered into a Master Separation Agreement, dated as of June 8, 2015 (the \"Master Separation Agreement\"), which provides, among other things, upon the terms and subject to the conditions thereof, for the separation of the respective businesses of SpinCo and RemainCo and the Distribution, and the execution and delivery of certain other agreements, including this Agreement, in order to facilitate and provide for the foregoing;\n\nWHEREAS, it is the intent of the Parties, in order to facilitate the foregoing separation, in anticipation of the Distribution and in accordance with the Master Separation Agreement, that RemainCo convey to SpinCo certain Intellectual Property rights and licenses subject to the terms and conditions set forth in this Agreement; and\n\nWHEREAS, it is the intent of the Parties, in order to facilitate the foregoing separation, in anticipation of the Distribution and in accordance with the Master Separation Agreement, that SpinCo convey to RemainCo certain Intellectual Property rights and licenses subject to the terms and conditions set forth in this Agreement;\n\nNOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:\n\nARTICLE I\n\nDEFINITIONS\n\nSection 1.1 Definitions. Except for the terms defined below, the capitalized terms used in this Agreement shall have the meanings ascribed to them in Section 1.1 of the Master Separation Agreement:\n\n\"Confidential Information\" has the meaning set forth in Section 9.2.   1\n\n\n\n\n\n\"Foundational Software\" has the meaning set forth in Section 5.4(a).\n\n\"Intellectual Property\" means the rights associated with or arising out of any of the following in any jurisdiction throughout the world: (i) all patents and patent applications, together with all reissuances, divisionals, continuations, continuations-in-part, revisions, renewals, extensions, and reexaminations thereof, and any identified invention disclosures (\"Patents\"); (ii) trade secret rights and corresponding rights in confidential information and other non-public information (whether or not patentable), including ideas, formulas, compositions, inventor's notes, discoveries and improvements, know how, manufacturing and production processes and techniques, design manuals, testing information (including testing protocols and results), research and development information, prototypes, inventions, invention disclosures, unpatented blueprints, drawings, specifications, designs, plans, proposals and technical data, business and marketing plans, market surveys, market know-how and customer lists and information, including all tangible embodiments of the foregoing and unregistered copyrights (\"Know-How\"); (iii) all registered or unregistered copyrights, copyrightable works, rights in databases, data collections, \"moral\" rights, mask works, copyright registrations, applications and extensions therefor and corresponding rights in works of authorship (\"Copyrights\"); (iv) all trademarks, service marks, logos, trade dress and trade names indicating the source of goods or services, and other indicia of commercial source or origin (whether registered, common law, statutory or otherwise), all registrations and applications to register the foregoing anywhere in the world and all goodwill associated therewith (\"Trademarks\"); (v) all computer software and code, including assemblers, applets, compilers, source code, object code, development tools, design tools, utilities, library files, user interfaces and data, and all documentation and manuals related to such computer software and code in any form or format, however fixed (\"Software\"); (vi) all internet electronic addresses, uniform resource locators and alphanumeric designations associated therewith and all registrations for any of the foregoing (\"Domain Names\"); and (vii) any similar, corresponding or equivalent rights to any of the foregoing anywhere in the world.\n\n\"IP Proceedings\" has the meaning set forth in Section 2.3.\n\n\"Licensed RemainCo Know-How\" has the meaning set forth in Section 5.1(b).\n\n\"Licensed SpinCo Know-How\" has the meaning set forth in Section 5.1(a).\n\n\"Licensed RemainCo Intellectual Property\" means all Licensed RemainCo Know-How and, to the extent licensed by RemainCo hereunder, RemainCo's right, title and interest in and to Shared Library Materials and Foundational Software.\n\n\"Licensed SpinCo Intellectual Property\" means all Licensed SpinCo Know-How and, to the extent licensed by SpinCo hereunder, SpinCo's right, title and interest in and to Shared Library Materials and Foundational Software.\n\n\"Master Separation Agreement\" has the meaning set forth in the recitals.\n\n\"Nuclear Design Materials\" has the meaning set forth in Section 4.4.\n\n\"Notifying Party\" has the meaning set forth in Section 4.4.   2\n\n\n\n\n\n\"RemainCo\" has the meaning set forth in the recitals.\n\n\"RemainCo Core Field\" has the meaning set forth on Schedule 1.1(e).\n\n\"RemainCo House Marks\" means all Trademarks that incorporate \"BWX,\" \"BWX Technologies,\" or \"BWXT,\" and any translations or derivatives thereof and any terms of a confusingly similar nature, and all goodwill embodied in the foregoing, including, without limitation, all Trademarks set forth on Schedule 1.1(p), but expressly excluding \"Babcock,\" \"Wilcox,\" \"Babcock and Wilcox,\" \"Babcock & Wilcox,\" B&W,\" or \"B&W & HERO ENGINE DESIGN.\"\n\n\"RemainCo Know-How\" means all Know-How owned by RemainCo as of the Effective Date.\n\n\"RemainCo Trademarks\" has the meaning set forth in Section 3.4.\n\n\"Reviewing Party\" has the meaning set forth in Section 4.4.\n\n\"Shared Library Materials\" means (i) proprietary research reports, letter reports, photographs, micrographs or other materials recorded in a tangible, microfilm, microfiche, and/or electronic form or media, or a combination thereof, which may contain trade secrets, know-how, methods, techniques, formulas, drawings, sketches or other proprietary materials reduced to tangible form, and which were developed by and/or contained in the Research & Development Division library at the former Alliance Research Center in Alliance, Ohio (\"Research Documents\") and (ii) publicly available books, textbooks, reference manuals, periodicals, journals or other publications that were located at the Research & Development Division library at the former Alliance Research Center in Alliance, Ohio (\"Reference Materials\"), in each case which are presently stored in certain identified vaults and storage accounts maintained with Third Party vendor document retention vendor Iron Mountain.\n\n\"Specific RemainCo Field\" has the meaning set forth on Schedule 1.1(i).\n\n\"Specific SpinCo Field\" has the meaning set forth on Schedule 1.1(i).\n\n\"SpinCo\" has the meaning set forth in the recitals.\n\n\"SpinCo Core Field\" has the meaning set forth on Schedule 1.1(e).\n\n\"SpinCo House Marks\" means all Trademarks that incorporate \"Babcock,\" \"Wilcox,\" \"Babcock and Wilcox,\" \"Babcock & Wilcox,\" \"B&W,\" or \"B&W & HERO ENGINE DESIGN\" and any translations or derivatives thereof and any terms of a confusingly similar nature, and all goodwill embodied in the foregoing, including, without limitation, all Trademarks set forth on Schedule 1.1(o), but expressly excluding \"BWX Technologies,\" \"BWXT\" and \"BWX\".\n\n\"SpinCo Know-How\" means all Know-How owned by SpinCo as of the Effective Date.\n\n\"SpinCo Trademarks\" has the meaning set forth in Section 3.1(a).   3\n\n\n\n\n\n\"Steam Book\" has the meaning set forth in Section 2.8.\n\nSection 1.2 Interpretation. In this Agreement, unless the context clearly indicates otherwise:\n\n(a) words used in the singular include the plural and words used in the plural include the singular;\n\n(b) if a word or phrase is defined in this Agreement, its other grammatical forms, as used in this Agreement, shall have a corresponding meaning;\n\n(c) reference to any gender includes the other gender and the neuter;\n\n(d) the words \"include,\" \"includes\" and \"including\" shall be deemed to be followed by the words \"without limitation\";\n\n(e) the words \"shall\" and \"will\" are used interchangeably and have the same meaning;\n\n(f) the word \"or\" shall have the inclusive meaning represented by the phrase \"and/or\";\n\n(g) relative to the determination of any period of time, \"from\" means \"from and including,\" \"to\" means \"to but excluding\" and \"through\" means \"through and including\";\n\n(h) all references to a specific time of day in this Agreement shall be based upon Eastern Standard Time or Eastern Daylight Savings Time, as applicable, on the date in question;\n\n(i) whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified;\n\n(j) reference to any Article, Section or Schedule means such Article or Section of, or such Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition;\n\n(k) the words \"this Agreement,\" \"herein,\" \"hereunder,\" \"hereof,\" \"hereto\" and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision of this Agreement;\n\n(l) the term \"commercially reasonable efforts\" means efforts which are commercially reasonable to enable a Party, directly or indirectly, to satisfy a condition to or otherwise assist in the consummation of a desired result and which do not require the performing Party to expend funds or assume Liabilities other than expenditures and Liabilities which are customary and reasonable in nature and amount in the context of a series of related transactions similar to the Separation;   4\n\n\n\n\n\n(m) reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;\n\n(n) reference to any Law (including statutes and ordinances) means such Law (including any and all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;\n\n(o) references to any Person include such Person's successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement; a reference to such Person's \"Affiliates\" shall be deemed to mean such Person's Affiliates following the Distribution and any reference to a Third Party shall be deemed to mean a Person who is not a Party or an Affiliate of a Party;\n\n(p) if there is any conflict between the provisions of the main body of this Agreement and the Schedules hereto, the provisions of the main body of this Agreement shall control unless explicitly stated otherwise in such Schedule;\n\n(q) the titles to Articles and headings of Sections contained in this Agreement, in any Schedule and in the table of contents to this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement; and\n\n(r) any portion of this Agreement obligating a Party to take any action or refrain from taking any action, as the case may be, shall mean that such Party shall also be obligated to cause its relevant Subsidiaries and Affiliates to take such action or refrain from taking such action, as the case may be.\n\nARTICLE II\n\nINTELLECTUAL PROPERTY ASSIGNMENT AND OWNERSHIP\n\nSection 2.1 Reserved.\n\nSection 2.2 Reserved.\n\nSection 2.3 Assistance by Employees; Inventor Compensation. Each Party agrees that it shall make available to the other Party the services of its employees and contractors reasonably necessary to assist the other Party with the prosecution of, and other patent or trademark office proceedings (e.g., reissue, reexamination, interference, inter partes review, post-grant review, supplemental examination, and other similar proceedings) regarding the other Party's Patents, Trademarks and other Intellectual Property (collectively, \"IP Proceedings\"). Each Party agrees to reasonably make available to the other Party (i) inventors and other reasonably necessary persons employed by it for the other Party's reasonable needs regarding execution of documents, interviews, declarations and testimony, and (ii) documents, materials and information for the other Party's reasonable good faith needs regarding such IP Proceedings. The Party involved in the IP Proceedings shall be responsible for the actual and reasonable out-of-pocket expenses   5\n\n\n\n\n\nassociated with such assistance, expressly excluding the value of the time of the other Party's personnel. Each Party will be responsible for providing inventor incentive compensation to its employees under its own internal policies. No Party shall have any obligation to provide any inventor incentive compensation to an employee of the other Party except as required by law.\n\nSection 2.4 Ownership.\n\n(a) SpinCo expressly acknowledges that, as between RemainCo and SpinCo (and any other member of the SpinCo Group), as of the Distribution Time and after effectuating all Prior Transfers and all assignments contemplated in the Intellectual Property Agreements, RemainCo is and shall be the sole and exclusive owner of the Intellectual Property set forth on Schedule 2.4(a), and SpinCo agrees that it shall do nothing inconsistent with such ownership.\n\n(b) RemainCo expressly acknowledges that, as between SpinCo and RemainCo (and any other member of the RemainCo Group), as of the Distribution Time and after effectuating all Prior Transfers and all assignments contemplated in the Intellectual Property Agreements, SpinCo is the sole and exclusive owner of the Intellectual Property set forth on Schedule 2.4(b), and RemainCo agrees that it shall do nothing inconsistent with such ownership.\n\n(c) If, within thirty-six (36) months of the Distribution Date, either Party has a good faith belief, based on reasonable inquiry, that Schedule 2.4(a) or Schedule 2.4(b) contains an error as to the allocation of ownership of any item of Intellectual Property set forth therein or that, as of the Distribution Date, any item of Intellectual Property was not otherwise properly allocated between RemainCo and the members of the RemainCo Group on the one hand and SpinCo and members of the SpinCo Group on the other hand, such Party will provide written notice to the other party regarding the error or discrepancy and the Parties shall, or shall cause the relevant members of the RemainCo Group and/or SpinCo Group, as necessary, to negotiate in good faith a mutually agreeable resolution.\n\nSection 2.5 Rights Arising in the Future.\n\n(a) 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. RemainCo shall have no obligation to notify SpinCo or any member of the SpinCo Group of any such improvements or modifications or to disclose or license any such improvements or modifications to SpinCo or any member of the SpinCo Group.\n\n(b) 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   6\n\n\n\n\n\non behalf of SpinCo or any member of the SpinCo Group after the Distribution Date, including, without limitation, any improvements or modifications to any Licensed RemainCo 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 SpinCo and neither RemainCo nor any member of the RemainCo Group shall have any right, title or interest in or to such Intellectual Property. SpinCo shall have no obligation to notify RemainCo or any member of the RemainCo Group of any such improvements or modifications or to disclose or license any such improvements or modifications to RemainCo or any member of the RemainCo Group.\n\nSection 2.6 Abandonment of Certain Intellectual Property. SpinCo and RemainCo acknowledge and agree that, as of the Distribution Date, neither SpinCo nor RemainCo has an interest in maintaining or continuing the prosecution and maintenance of the Intellectual Property set forth on Schedule 2.6, which Intellectual Property will be owned and controlled by the SpinCo Group as of the Distribution. SpinCo will, and will cause the applicable members of the SpinCo Group, to take all actions necessary to discontinue the maintenance and prosecution of the Intellectual Property set forth on Schedule 2.6 as of the date any applicable renewal fees are due in the future. For clarity, SpinCo shall not be obligated to affirmatively abandon such Intellectual Property prior to the date that any renewal fees are due in the future.\n\nSection 2.7 Reserved.\n\nSection 2.8 Steam/its generation and use. The Parties acknowledge and agree that the engineering textbook/publication titled \"Steam/its generation and use\" and previously titled \"Steam\" (the \"Steam Book\") is a highly regarded and well respected publication in worldwide utility and industrial power generation fields. SpinCo and RemainCo acknowledge and agree that, as of the Distribution Date, SpinCo (i) owns all right, title and interest in and to the Copyright in all editions of the Steam Book throughout the world; (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; (iii) shall have the right to retain all proceeds derived from exploiting the Copyright of any edition of the Steam Book; and (iv) subject to Section 2.8(c), shall have the sole right to determine the content contained in all future editions of the Steam Book.\n\n(a) SpinCo and RemainCo agree and acknowledge that, although RemainCo was responsible for publishing the current forty-second (42nd) edition of the Steam Book, as of the Distribution Date, all rights, responsibilities, duties and obligations related to the publication, distribution and sale of this edition shall be transferred to SpinCo. SpinCo shall retain all proceeds of the sales of this publication.\n\n(b) SpinCo shall have the sole right to use the title Steam/its generation and use to publish future editions of the Steam Book. As between SpinCo and RemainCo, SpinCo will retain and own all Copyrights in and to any future editions of the Steam Book, provided, however, that content contributed by RemainCo in the future may be owned by, and the Copyright therein owned by, RemainCo, as may be set forth in a subsequent agreement related to such contributions.   7\n\n\n\n\n\n(c) The Parties acknowledge that it is desirable for future editions of the Steam Book to present a comprehensive view of how steam is generated and used from a variety of energy sources including, inter alia, nuclear energy sources. 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. 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.\n\n(d) RemainCo shall have, and SpinCo hereby grants to RemainCo, an unlimited, non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use the content contained in the Steam Book, including the current edition and any past edition and any future edition to which RemainCo makes a contribution, for any purpose, including, without limitation, to reproduce, publicly display, modify, make derivative works, distribute, publicly perform and distribute for RemainCo's internal business purposes, including in connection with customer related activities, 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. SpinCo shall provide RemainCo with five hundred (500) copies of the current edition of the Steam Book at no cost to RemainCo, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge. In the event that RemainCo wishes to order additional copies of the current edition of the Steam Book or has a desire to purchase existing stock of earlier editions of the Steam Book, SpinCo will sell such copies to RemainCo at cost, which copies RemainCo may distribute without limitation, including to RemainCo customers at no charge.\n\nARTICLE III\n\nTRADEMARKS\n\nSection 3.1 House Marks.\n\n(a) RemainCo agrees and acknowledges that (i) as of Distribution Date, as between the RemainCo Group and the SpinCo Group, all right, title and interest in and to the Trademarks set forth on Schedule 3.1 (the \"SpinCo Trademarks\"), including the SpinCo House Marks, shall be the sole and exclusive property of the SpinCo Group and (ii) except as otherwise provided in Section 3.2, the RemainCo Group shall cease and discontinue all use of the SpinCo Marks, including the SpinCo House Marks, as of the Distribution Date. In addition, RemainCo agrees to use its best efforts to change its name to eliminate Babcock & Wilcox therefrom, and, if applicable, to cause the members of the RemainCo Group to change their names to eliminate \"Babcock,\" \"Wilcox,\" \"Babcock and Wilcox,\" \"Babcock & Wilcox\" or \"B&W\" therefrom and to cease and discontinue the use of the term \"Babcock & Wilcox\" or \"B&W\" and any of the   8\n\n\n\n\n\nSpinCo Marks in its business or operations as promptly as practicable following the Distribution Date. Notwithstanding the foregoing, SpinCo agrees and acknowledges that RemainCo will change its name to BWX Technologies and that RemainCo and the RemainCo Group may continue to use \"BW\" and derivations thereof and therefrom (but not \"B&W\") in its business or operations after the Distribution Date. SpinCo agrees not to, and shall not permit any member of the SpinCo Group to, oppose, petition to cancel, or otherwise challenge or object to the use of or any current application and/or subsequent application for registration by RemainCo or any member of the RemainCo Group of any RemainCo House Marks as long as such use and/or registration does not make use of the SpinCo House Marks and further agrees to take such actions as may be reasonably requested by RemainCo and execute or cause to be executed by the appropriate members of the SpinCo Group such other agreements, instruments and other documents, including coexistence agreements and letters of consent, as may be reasonably requested by RemainCo to facilitate the registration and continued prosecution of RemainCo House Marks (e.g., in the event that any SpinCo House Mark is cited against an application for a RemainCo House Mark).\n\n(b) RemainCo agrees not to, and shall not permit any member of the RemainCo Group to, oppose, petition to cancel, or otherwise challenge or object to the use of or any current application and/or subsequent application for registration by SpinCo or any member of the SpinCo Group of any SpinCo House Marks, as long as such use and/or registration does not make use of the RemainCo House Marks and further agrees to take such actions as may be reasonably requested by SpinCo and execute or cause to be executed by the appropriate members of the RemainCo Group such other agreements, instruments and other documents, including coexistence agreements and letters of consent, as may be reasonably requested by SpinCo to facilitate the registration and continued prosecution of SpinCo House Marks (e.g., in the event that any RemainCo House Mark is cited against an application for a SpinCo House Mark).\n\nSection 3.2 Limited License to Use SpinCo House Marks. 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. After such 270-day period, RemainCo shall discontinue all use of the SpinCo House Marks, including any use on stationery or letterhead and any use on or in connection with other RemainCo Assets. However, the Parties agree that the RemainCo Group may continue, beyond such 270-day period, to distribute copies of any existing inventory of its marketing literature, including technical papers, brochures, and printed promotional material, in existence on the Distribution Date, provided, however, that reasonable efforts are made to remove or cover up any SpinCo House Marks appearing thereon prior to distribution. Notwithstanding the foregoing provisions of this Section 3.2, in no event shall any of the members of the RemainCo Group continue to use the SpinCo House Marks (whether in any of the materials referenced in the immediately preceding sentence or otherwise) following a Change of Control of RemainCo. For the avoidance of doubt, none of the foregoing shall apply to any stationery, letterhead or marketing literature, including technical papers, brochures, and printed promotional material, distributed by any member of the RemainCo Group to its customers prior to the Distribution Date or to any SpinCo House Marks included on or in any copies of the Steam Book distributed by RemainCo or any member of the RemainCo Group prior to or after the Distribution Date. All of RemainCo's use of the SpinCo House Marks shall inure to the benefit of SpinCo. RemainCo agrees to use the SpinCo House Marks in accordance with such quality standards as are used by the SpinCo Group as of the date of this Agreement. Except as set forth in this Section 3.2, it is expressly agreed that RemainCo is not obtaining any right, title or interest in the SpinCo House Marks.   9\n\n\n\n\n\nSection 3.3 Removal of Classes from SpinCo Marks.\n\n(a) Within sixty (60) days from the Distribution Date, SpinCo will make all necessary filings and take all necessary actions, subject to all applicable local Laws, to (i) as applicable, amend the description of goods and services to remove references to nuclear subject matter included in any existing registration for any SpinCo House Mark registered in the United States, Canada, the United Kingdom, the People's Republic of China, Romania, South Korea, Vietnam, India, Indonesia, Japan, Mexico, Norway, South Africa, Ukraine, the European Union and Argentina and (ii) as applicable, to amend or modify the description of goods and services to remove references to nuclear subject matter contained in any application pending for any SpinCo House Mark in the United States, Canada, the United Kingdom, the People's Republic of China, Romania, South Korea, Vietnam, India, Indonesia, Japan, Mexico, Norway, South Africa, Ukraine, the European Union and Argentina. Without limiting the foregoing, within sixty (60) days from the Distribution Date, SpinCo will make all necessary filings and take all necessary actions, subject to all applicable local Laws, to amend the description of goods and services to remove referenced to nuclear subject matter from the registrations and applications for SpinCo House Marks listed on Schedule 3.3.\n\n(b) Within ninety (90) days from the Distribution Date, SpinCo will make all necessary filings and take all necessary actions, subject to all applicable local Laws, to (i) as applicable, amend the description of goods and services to remove references to nuclear subject matter included in any existing registration for any SpinCo Trademarks (other than SpinCo House Marks otherwise covered by Section 3.3(a)) and (ii) as applicable, amend or modify any application pending for any SpinCo Mark (other than SpinCo House Marks otherwise covered by Section 3.3(a)) to amend the description of goods and services to remove references to nuclear subject matter contained in such application.\n\nSection 3.4 RemainCo Marks. SpinCo agrees and acknowledges that (i) as of the Date of this Agreement, as between the SpinCo Group and the RemainCo Group, all right, title and interest in and to the Trademarks set forth on Schedule 3.4 (the \"RemainCo Trademarks\") shall be the sole and exclusive property of the RemainCo Group and the SpinCo Group shall cease and discontinue all use of the RemainCo Marks as of the Distribution Date.\n\nSection 3.5 Duty to Avoid Confusion. The Parties confirm their belief that the likelihood of confusion will not result from their respective use of the SpinCo Marks and RemainCo Marks, including RemainCo's continuing use of the name BWX Technologies and continued use of the terms \"BWX\", \"BWX Technologies\" or \"BWXT\" and derivations thereof and therefrom, due to the differences in the goods and services primarily associated therewith (e.g., nuclear versus fossil fuel). In the event that either Party becomes aware of any actual confusion or mistake occurring as a result of their uses of their respective marks, the Parties agree to communicate all details of each such instance to each other, and to cooperate reasonably to take steps to abate the cause of confusion or mistake, and to prevent any such confusion or mistake from arising again.   10\n\n\n\n\n\nARTICLE IV\n\nSHARED LIBRARY MATERIALS\n\nSection 4.1 Shared Library Materials. RemainCo and SpinCo acknowledge and agree that the Shared Library Materials represent a collection of shared historical and foundational information related to and derived from more than fifty (50) years of research and development focused on technology and design criteria applicable to the businesses of RemainCo and SpinCo, which information, including all Know-How and Copyrights contained therein, has application to the businesses of RemainCo and SpinCo. The Shared Library Materials identified as of the Distribution Date are set forth on Schedule 4.1, which may be amended or modified upon mutual agreement of the Parties from time to time to (i) include additional Shared Library Materials discovered after the Distribution Date or (ii) to reflect the results of the allocation process contemplated in Section 4.4 below.\n\nSection 4.2 Cross-License of Shared Library Materials. The Parties acknowledge and agree that each of RemainCo and SpinCo and additional members of the RemainCo Group and SpinCo Group presently have shared access to and rights to exploit the Shared Library Materials and may have a right and interest in and to certain Shared Library Materials, including in and to Intellectual Property embodied therein. Accordingly, (i) with respect to RemainCo's right and interest in and to the Shared Library Materials, RemainCo, for itself and as representative of all other members of the RemainCo Group, hereby grants to SpinCo (x) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the SpinCo Core Field and (y) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the RemainCo Core Field or the SpinCo Core Field and (ii) with respect to SpinCo's right and interest in and to the Shared Library Materials, SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (x) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in the RemainCo Core Field and (y) a perpetual (subject to Section 4.4), 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 Shared Library Materials, including all Know-How and Copyrights embodied therein, for any purpose in any field other than the SpinCo Core Field or the RemainCo Core Field. The foregoing licenses include the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Shared Library Materials and to use the Shared Library Materials to design, develop, manufacture, have manufactured, sell and support products and services, subject in each case to applicable export control Laws and the provisions of Section 4.5.\n\nSection 4.3 Maintenance of Shared Library Materials. Unless mutually agreed upon by the Parties in writing, all Shared Library Materials (other than those which have been allocated pursuant to Section 4.4) shall be maintained in a mutually agreed upon location accessible to both Parties (the \"Shared Location\") and in a manner mutually agreeable to both Parties with respect to shared access, removal and replacement of documents and similar issues.   11\n\n\n\n\n\n(a) Notwithstanding the foregoing, the Parties acknowledge and agree that (i) archival copies of certain Shared Library Materials are recorded on microfiche; (ii) two sets of the applicable microfiche exist as of the Distribution Time; and (iii) rather than maintaining such microfiche in a mutually agreed upon location accessible to both Parties, each Party will be entitled to maintain a copy of the microfiche at its own location, provided, however, that in the event that any Shared Library Materials are found to be missing from or otherwise inaccessible using one Party's copy of the applicable microfiche, the other Party will provide such Party with access to the microfiche in its possession for copying, with all copying costs to be paid by the Party seeking to obtain the copy.\n\n(b) RemainCo and SpinCo agree to share all costs and expenses of maintaining the Shared Library Materials on an equal basis and to share all costs and expenses of maintaining the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement. In the event that one Party is responsible vis-a-vis a Third Party for the payment of costs and expenses related to the Shared Location, such Party will provide to the other Party a statement of all costs and expenses incurred in connection with the Shared Location as set forth in Schedule 6.3 of the Master Separation Agreement. The other Party will reimburse the responsible Party for the applicable percentage of such costs and expenses within thirty (30) days of receipt of such statement, unless otherwise agreed upon by the Parties.\n\n(c) Without limiting this Section 4.3, the Parties agree that as of the Distribution Time, the Shared Location will be the Iron Mountain storage facility located at Boyers, Pennsylvania, which will be maintained pursuant to an agreement between RemainCo and Iron Mountain for the 137RC account and by SpinCo for the 1100 account. RemainCo and SpinCo shall share all costs and expenses related to storing the Shared Library Materials with Iron Mountain in a manner consistent with Section 4.3(b) above.\n\nSection 4.4 Potential Allocation of Shared Library Materials. The Parties acknowledge and agree that the Shared Library Materials may contain limited material that could be allocated solely to one Party with respect to ownership and use. In the event that one Party (the \"Notifying Party\") discovers an item of Shared Library Material which it believes should be allocated to one Party based upon a good faith belief that such items belongs to or relates exclusively to the business of such Party, the Notifying Party will notify the other Party (the \"Reviewing Party\") of the item and the proposed allocation, including the Notifying Party's rationale, in writing and designate at least one representative from the relevant operating division to negotiate the proposal. The Reviewing Party will designate at least one representative from the relevant operating division to review and negotiate the proposed allocation. The Parties, including the designated representatives, shall negotiate regarding the Notifying Party's proposal in good faith. In the event that the Parties mutually agree that the Notifying Party's proposal is valid, the applicable item of Shared Library Material (i) shall be deemed to be owned by the specified Party, (ii) shall no longer constitute Shared Library Material; (iii) shall be permanently removed from the Shared Location by the specified Party and (iv) shall be removed from Schedule 4.1, provided, however, that the foregoing shall not limit a Party's existing use of any Shared Library Material or obligate any Party to cease utilizing any derivative works of such   12\n\n\n\n\n\nShared Library Material made prior to the date of agreement regarding the Notifying Party's proposal. In the event that the Parties do not agree that the Notifying Party's proposal is valid, the applicable item shall remain Shared Library Material under the terms of this Agreement. Without limiting the foregoing, the Parties agree and acknowledge that the Shared Library Materials may contain design standards and design manuals related solely to nuclear content set forth on Schedule 4.4 (collectively, the \"Nuclear Design Manuals\"), and that such Nuclear Design Manuals are deemed to be owned by RemainCo, subject only to SpinCo's right to confirm that such Nuclear Design Manuals, including each page therein, are marked with the engineering standards series and numbering set forth on Schedule 4.4. SpinCo's right to such confirmation is expressly limited to confirmation of the engineering standards series and numbering system contained in or on such Nuclear Design Materials for purposes of confirmation of the document's identification and does not include the right to analyze, review, or approve any of the content contained in any such Nuclear Design Manual.\n\nSection 4.5 Confidentiality and Trade Secret Status of Shared Library Materials. The Parties acknowledge that the Research Documents contained within the Shared Library Materials likely contain proprietary trade secret information. Each Party will use reasonable efforts to maintain confidentiality of any trade secret or proprietary information contained within the Shared Library Materials in a manner materially consistent with the how the applicable Party protects its own trade secret or proprietary information.\n\nSection 4.6 Third Party Materials Contained in the Shared Library Materials. The Parties acknowledge that the Shared Library Materials contain Third Party-owned material, including, without limitation, the Reference Materials, and this Agreement does not include any license to utilize such Third Party-owned material or any representation, warranty or indemnity from or to SpinCo or RemainCo or any member of the SpinCo Group or RemainCo Group related to the use of such Third Party-owned material in connection with the Shared Library Materials.\n\nARTICLE V\n\nINTELLECTUAL PROPERTY LICENSES AND COVENANTS\n\nSection 5.1 Cross-License of Shared Know-How.\n\n(a) SpinCo, for itself and as representative of all other members of the SpinCo Group, hereby grants to RemainCo (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 SpinCo Know- How currently or previously used in connection with the RemainCo Business or otherwise in the possession of RemainCo or any member of the RemainCo Group as of Distribution Date (the \"Licensed SpinCo Know-How\"), for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo 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 SpinCo Know-How for the continued operation of the RemainCo Business and any future extensions of the RemainCo 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) SpinCo Know-How   13\n\n\n\n\n\nlicensed 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.\n\n(b) 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.\n\nSection 5.2 Reserved.\n\nSection 5.3 Reserved.\n\nSection 5.4 Cross-Licenses of Software.\n\n(a) The Parties acknowledge and agree that each of RemainCo and SpinCo and additional members of the RemainCo Group and SpinCo Group presently have shared access to and rights to exploit the Software set forth on Schedule 5.4(a) (the \"Foundational Software\") and may have a right and interest in and to the Foundational Software, including in and to Intellectual Property embodied therein. Accordingly, (i) with respect to RemainCo's right and interest in and to the Foundational Software, 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 to use the Foundational Software, including any Intellectual Property embodied therein, 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 to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the SpinCo Business and any future extensions of the SpinCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field; and (ii) with respect to SpinCo's right and interest in and to the Foundational Software, SpinCo, for itself and as representative of all other members   14\n\n\n\n\n\nof the SpinCo Group, hereby grants to RemainCo (x) a perpetual, irrevocable, exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in the RemainCo Core Field and (y) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide right and license to use the Foundational Software, including any Intellectual Property embodied therein, for the continued operation of the RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field or the RemainCo Core Field. The foregoing licenses includes the right to reproduce, prepare derivative works, distribute, perform and otherwise exploit such Foundational Software and to use the Foundational Software to design, develop, manufacture, have manufactured, sell and support products and services.\n\nSection 5.5 Reserved.\n\nSection 5.6 Sublicensing; Assignability.\n\n(a) The foregoing licenses shall be assignable in whole or in part only (i) to any Affiliate or (ii) to the extent the licensee transfers to a Third Party all or substantially all of the assets of the business to which such Licensed SpinCo Intellectual Property or the Licensed RemainCo Intellectual Property, as applicable, relates.\n\n(b) 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). RemainCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed SpinCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed SpinCo Intellectual Property and which were sold to them by RemainCo or its sublicensees; and (ii) to contractors, subcontractors and vendors to enable them to manufacture, erect, install, service, repair and maintain those products to which the licenses set forth in Article 5 relate.\n\n(c) SpinCo may sublicense the Licensed RemainCo Intellectual Property to Affiliates of SpinCo, 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 SpinCo, subject to Section 5.6(a)(ii). SpinCo may, and may permit its sublicensees to, sublicense erection and arrangement drawings; form, fit, and function drawings; and product and installation/erection specifications based upon the Licensed RemainCo Intellectual Property to: (i) customers to enable them to use, operate, maintain and repair the equipment, services or other deliverables which incorporate or are derived from the Licensed RemainCo Intellectual Property and which were sold to them by SpinCo or its sublicensees; and (ii) to contractors, subcontractors and others to enable them to manufacture, erect, install, service, repair and maintain those products to which the license set forth in Article 5 relate.   15\n\n\n\n\n\nSection 5.7 Restrictions on Licensor Exploitation of Intellectual Property.\n\n(a) RemainCo (i) shall not use or exploit the Licensed RemainCo Intellectual Property in the SpinCo Core Field and (ii) shall not, and shall not permit any member of the RemainCo Group to, license, provide or otherwise grant to any Third Party the right to use, exploit or access any Licensed RemainCo Intellectual Property in the SpinCo Core Field.\n\n(b) 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.\n\nSection 5.8 Third Party Agreements; Reservation of Rights.\n\n(a) All licenses granted herein are expressly made only subject to, and only to the extent permissible under, all pre-existing rights, obligations and restrictions contained in any existing agreements related to the applicable Intellectual Property licensed herein, including, without limitation, licenses or other rights existing in third parties granted by SpinCo or RemainCo and/or their sublicensees in existing license agreements, applicable agreements in existence between members of the RemainCo Group and the United States Department of Energy, applicable agreements in existence between members of the SpinCo Group and the United States Department of Energy and all existing security agreements and liens in place in connection with such licensed Intellectual Property.\n\n(b) Except for the limited rights granted in this Agreement in connection with the Licensed RemainCo Intellectual Property, including, without limitation, the rights and obligations arising out of or related to Section 5.10, RemainCo reserves to itself all right, title and interest in and to the Licensed RemainCo Intellectual Property. Without limiting the foregoing, for purposes of clarity, as between RemainCo and SpinCo, RemainCo retains all rights in and to, and to use and exploit, and including without limitation the right to make, have made, use, lease, sell, offer for sale, and import, and use, reproduce, prepare derivative works of, distribute copies, perform and display products and services which utilize or embody such Licensed RemainCo Intellectual Property in the RemainCo Core Field. Except for the limited rights granted in this Agreement in connection with the Licensed SpinCo Intellectual Property, including, without limitation, the rights and obligations arising out of or related to Section 5.10, SpinCo reserves to itself all right, title and interest in and to the Licensed SpinCo Intellectual Property. Without limiting the foregoing, for purposes of clarity, as between RemainCo and SpinCo, SpinCo retains all rights in and to, and to use and exploit, and including without limitation the right to make, have made, use, lease, sell, offer for sale, and import, and use, reproduce, prepare derivative works of, distribute copies, perform and display products and services which utilize or embody such Licensed SpinCo Intellectual Property in the SpinCo Core Field.\n\nSection 5.9 Maintenance of Intellectual Property.\n\n(a) RemainCo shall not have, nor shall any member of the RemainCo Group have, any obligation to maintain the pendency, subsistence, validity, enforceability or confidentiality of any Licensed RemainCo Intellectual Property. RemainCo may, and may permit an applicable member of the RemainCo Group to, discontinue maintenance, abandon or dedicate to the public any Licensed RemainCo Intellectual Property.   16\n\n\n\n\n\n(b) SpinCo shall not have, nor shall any member of the SpinCo Group have, any obligation to maintain the pendency, subsistence, validity, enforceability or confidentiality of any Licensed SpinCo Intellectual Property. SpinCo may, and may permit an applicable member of the RemainCo Group to, discontinue maintenance, abandon or dedicate to the public any Licensed RemainCo Intellectual Property.\n\nSection 5.10 Covenants.\n\n(a) 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. The foregoing covenant shall extend to any permitted assignees or sublicensees of SpinCo hereunder. RemainCo further covenants to impose the obligations set forth in this Section 5.10(a) on any subsequent Third Party or Affiliate to whom RemainCo may sell, transfer, convey or otherwise assign any of the foregoing Intellectual Property and shall ensure that any such Person agrees, in writing, to be bound by the covenants and obligations set forth herein.\n\n(b) SpinCo hereby covenants not to sue RemainCo under any Licensed SpinCo Know-How and under SpinCo'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 RemainCo Business and any future extensions of the RemainCo Business in any field other than the SpinCo Core Field after the Distribution Date. The foregoing covenant shall extend to any permitted assignees or sublicensees of RemainCo hereunder. SpinCo further covenants to impose the obligations set forth in this Section 5.10(b) on any subsequent Third Party or Affiliate to whom SpinCo may sell, transfer, convey or otherwise assign any of the foregoing Intellectual Property and shall ensure that any such Person agrees, in writing, to be bound by the covenants and obligations set forth herein.\n\nARTICLE VI\n\nTECHNICAL ASSISTANCE AND TECHNOLOGY TRANSFER\n\nSection 6.1 Reserved.\n\nSection 6.2 Reserved.\n\nSection 6.3 No Additional Technical Assistance. Except as expressly set forth in the Master Separation Agreement or any other Intellectual Property Agreement or other Ancillary Agreement, no Party shall be required to provide the other Party with any technical assistance or to furnish any other Party with any documents, materials or other information or Know-How.   17\n\n\n\n\n\nARTICLE VII\n\nNO WARRANTIES.\n\nExcept as expressly set forth in this Agreement, SpinCo and RemainCo understand and agree that no member of the RemainCo Group is making any representation or warranty of any kind whatsoever, express or implied, to SpinCo or any member of the SpinCo Group in any way as to the SpinCo Business, the Foundational Software, Shared Library Materials or the Licensed RemainCo Intellectual Property; and, no member of the SpinCo Group is making any representation or warranty of any kind whatsoever, express or implied, to RemainCo or any member of the RemainCo Group in any way as to the RemainCo Business, the Shared Library Materials, the Foundational Software or the Licensed SpinCo Intellectual Property. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING THE TRANSFERS AND LICENSES REFERRED TO IN THIS AGREEMENT (INCLUDING PRIOR TRANSFERS) HAVE BEEN, OR WILL BE, MADE WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO (A) THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY ASSETS OR INTELLECTUAL PROPERTY, (B) THE CONDITION OR SUFFICIENCY OF ANY ASSETS OR INTELLECTUAL PROPERTY (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MARKETABILITY, TITLE, VALUE, FREEDOM FROM ENCUMBRANCE OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, OR THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS IN OR ON, OR DISPOSED OR DISCHARGED FROM, SUCH ASSETS), (C) THE NON-INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY, (D) ANY OTHER MATTER CONCERNING ANY ASSETS OR INTELLECTUAL PROPERTY (E) AS TO THE LEGAL SUFFICIENCY TO CONVEY TITLE TO ANY ASSETS OR INTELLECTUAL PROPERTY OR (F) THAT THE LICENSOR HAS ANY RIGHTS OR TITLE AT ALL IN OR TO ANY INTELLECTUAL PROPERTY. 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.\"\n\nARTICLE VIII\n\nTHIRD-PARTY INFRINGEMENT\n\nSection 8.1 No Obligation. No Party shall have any obligation to institute or maintain any action or suit against any Third Party for infringement or misappropriation of any Intellectual Property licensed hereunder, or to defend any action or suit brought by a Third Party which challenges or concerns the validity of any such Intellectual Property or which claims that any Intellectual Property licensed to the other Party infringes or constitutes misappropriation of the Intellectual Property rights of any Third Party.   18\n\n\n\n\n\nSection 8.2 Notice Regarding Infringement. Each Party shall promptly notify the other Party in writing upon learning that a Third Party may potentially be infringing, misappropriating or otherwise violating any Intellectual Property licensed under this Agreement, which notice shall set forth in reasonable detail the identity of the suspected infringer and nature of suspected infringement.\n\nSection 8.3 Suits for Infringement.\n\n(a) Licensed RemainCo Intellectual Property.\n\n(i) With respect to any Licensed RemainCo Intellectual Property to which RemainCo has granted SpinCo an exclusive license hereunder, as between RemainCo and SpinCo, RemainCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed RemainCo Intellectual Property in the SpinCo Core Field, and, for purposes of clarity, the sole and exclusive right to initiate, prosecute and control such proceedings in the RemainCo Core Field and in any field other than the SpinCo Core Field. RemainCo shall provide prompt written notice to SpinCo of any determination to initiate, prosecute and control any such action or proceeding in the SpinCo Core Field. SpinCo, as the exclusive licensee, agrees to be joined as a party if necessary to prosecute the action or proceeding, and shall provide all reasonable cooperation, including any necessary use of their name, required to prosecute such action or proceeding. In such instance, RemainCo shall control any such action or proceeding and negotiations for its settlement and compromise and shall have sole discretion regarding the settlement or compromise thereof. In connection with the foregoing, SpinCo may, at its option, elect to assume and pay its and RemainCo's out-of-pocket costs incurred in connection with such litigation or proceeding undertaken by RemainCo, including, without limitation, attorney's fees. SpinCo will provide prompt written notice to RemainCo, in any event no later than thirty (30) days after receipt of RemainCo's notice of its determination to initiate, prosecute and control such action or proceeding in the SpinCo Core Field, of its determination to elect to assume and pay the applicable costs or to decline to pay assume and pay the applicable costs. In the event SpinCo does not elect to assume and pay the costs associated with RemainCo's initiation, prosecution and control of such action or proceeding in the SpinCo Core Field, RemainCo shall assume and pay its and SpinCo's out-of-pocket costs incurred in connection with such litigation or proceeding undertaken by RemainCo, including, without limitation, attorney's fees. Any recovery obtained as a result of such proceeding in the SpinCo Core Field shall be retained by (i) SpinCo in the event that SpinCo assumed and paid the applicable costs of the litigation or proceeding or (ii) RemainCo in the event that RemainCo assumed and paid the applicable costs of the litigation or proceeding in accordance with this Section 8.3(a)(i).\n\n(ii) If RemainCo does not exercise its right to enforce any applicable Licensed RemainCo Intellectual Property in the SpinCo Core Field, RemainCo shall provide notice to that effect to SpinCo and, as between RemainCo and SpinCo, SpinCo shall have the right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed RemainCo Intellectual Property in the SpinCo Core Field. SpinCo shall provide prompt written notice to RemainCo of any determination to initiate, prosecute and control any such action or proceeding in the SpinCo Core Field. RemainCo, as the owner and licensor, agrees to be joined as a party if necessary to prosecute the action or proceeding, and shall   19\n\n\n\n\n\nprovide all reasonable cooperation, including any necessary use of their name, required to prosecute such action or proceeding. In connection with the foregoing, SpinCo shall assume and pay its and RemainCo's out-of-pocket costs incurred in connection with any litigations or proceedings described above, including, without limitation, attorney's fees. Any recovery obtained as a result of such proceeding related to infringement or misappropriation in the SpinCo Core Field shall be retained by SpinCo.\n\n(iii) In the event that a Third Party may potentially be infringing, misappropriating or otherwise violating any Licensed RemainCo Intellectual Property in both the SpinCo Core Field and the RemainCo Core Field, SpinCo and RemainCo will meet and confer in good faith regarding the manner in which to respond to such infringement in the SpinCo Core Field and RemainCo Core Field collectively, provided, however, that the foregoing does not limit the rights set forth in Section 8.3(a)(i) or Section 8.3(a)(ii).\n\n(b) Licensed SpinCo Intellectual Property.\n\n(i) With respect to any Licensed SpinCo Intellectual Property to which SpinCo has granted RemainCo an exclusive license hereunder, as between SpinCo and RemainCo, SpinCo shall have the first right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed SpinCo Intellectual Property in the RemainCo Core Field, and, for purposes of clarity, the sole and exclusive right to initiate, prosecute and control such proceedings in the SpinCo Core Field and in any field other than the RemainCo Core Field. SpinCo shall provide prompt written notice to RemainCo of any determination to initiate, prosecute and control any such action or proceeding in the RemainCo Core Field. RemainCo, as the exclusive licensee, agrees to be joined as a party if necessary to prosecute the action or proceeding, and shall provide all reasonable cooperation, including any necessary use of their name, required to prosecute such action or proceeding. In such instance, SpinCo shall control any such action or proceeding and negotiations for its settlement and compromise and shall have sole discretion regarding the settlement or compromise thereof. In connection with the foregoing, RemainCo may, at its option, elect to assume and pay its and SpinCo's out-of- pocket costs incurred in connection with such litigation or proceeding, including, without limitation, attorney's fees. RemainCo will provide prompt written notice to SpinCo, in any event no later than thirty (30) days after receipt of SpinCo's notice of its determination to initiate, prosecute and control such action or proceeding in the RemainCo Core Field, of its determination to elect to assume and pay the applicable costs or to decline to pay assume and pay the applicable costs. In the event RemainCo does not elect to assume and pay the costs associated with SpinCo's initiation, prosecution and control of such action or proceeding in the RemainCo Core Field, SpinCo shall assume and pay its and RemainCo's out-of-pocket costs incurred in connection with such litigation or proceeding undertaken by SpinCo, including, without limitation, attorney's fees. Any recovery obtained as a result of such proceeding in the RemainCo Core Field shall be retained by (i) RemainCo in the event that RemainCo assumed and paid the applicable costs of the litigation or proceeding or (ii) SpinCo in the event that SpinCo assumed and paid the applicable costs of the litigation or proceeding in accordance with this Section 8.4(b)(i).\n\n(ii) If SpinCo does not exercise its right to enforce any applicable Licensed SpinCo Intellectual Property in the RemainCo Core Field, SpinCo shall provide notice to that   20\n\n\n\n\n\neffect to RemainCo and, as between SpinCo and RemainCo, RemainCo shall have the right to initiate, prosecute and control any action or proceeding to restrain infringement or misappropriation of such Licensed SpinCo Intellectual Property in the RemainCo Core Field. RemainCo shall provide prompt written notice to SpinCo of any determination to initiate, prosecute and control any such action or proceeding. SpinCo, as the owner and licensor, agrees to be joined as a party if necessary to prosecute the action or proceeding, and shall provide all reasonable cooperation, including any necessary use of their name, required to prosecute such action or proceeding. In connection with the foregoing, RemainCo shall assume and pay its and SpinCo's out-of-pocket costs incurred in connection with any litigations or proceedings described above, including, without limitation, attorney's fees. Any recovery obtained as a result of such proceeding related to infringement or misappropriation in the RemainCo Core Field shall be retained by RemainCo.\n\n(iii) In the event that a Third Party may potentially be infringing, misappropriating or otherwise violating any Licensed SpinCo Intellectual Property in both the RemainCo Core Field and the SpinCo Core Field, SpinCo and RemainCo will meet and confer in good faith regarding the manner in which to respond to such infringement in the RemainCo Core Field and SpinCo Core Field collectively, provided, however, that the foregoing does not limit the rights set forth in Section 8.4(b)(i) or Section 8.4(b)(ii).\n\nARTICLE IX\n\nCONFIDENTIALITY\n\nSection 9.1 RemainCo and SpinCo shall hold and shall cause the members of the RemainCo Group and the SpinCo Group, respectively, to hold, and shall each cause their respective officers, employees, agents, consultants and advisors to hold, in strict confidence and not to disclose or release without the prior written consent of the other Party, any and all Confidential Information (as defined herein) of such other Party or the members of its Group; provided, that the Parties may disclose, or may permit disclosure of, such Confidential Information (i) to their respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, RemainCo or SpinCo, as the case may be, will be responsible or (ii) to the extent any member of the RemainCo Group or the SpinCo Group is compelled to disclose any such Confidential Information by judicial or administrative process or, in the opinion of legal counsel, by other requirements of Law. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, RemainCo or SpinCo, as the case may be, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which both Parties will cooperate in seeking to obtain. In the event that such appropriate protective order or other remedy is not obtained, the Party who is being compelled to disclose (or whose Group member is being compelled to disclose) shall, and shall cause the applicable members at its Group to, furnish, or cause to be furnished, only that portion of such Confidential Information that is legally required to be disclosed.   21\n\n\n\n\n\nSection 9.2 As used in this Article 9, \"Confidential Information\" shall mean all proprietary, technical or proprietary, operational information (including Know-How and proprietary information relating to the ages, birth dates, social security numbers, health-related matters or other confidential matters concerning employees or former employees) of one Party or members of its Group which, prior to or following the Distribution Time, has been disclosed by RemainCo or members of the RemainCo Group, on the one hand, or SpinCo or members of the SpinCo Group, on the other hand, to, or otherwise has come into the possession of, the other Group, including pursuant to the technical assistance and technology transfer provisions of Article VI hereof or any other provision of this Agreement (except to the extent that such information can be shown to have been (a) in the public domain through no fault of such Party (or, in the case of RemainCo, any other member of the RemainCo Group or, in the case of SpinCo, any other member of the SpinCo Group) or (b) later lawfully acquired from other sources by the Party (or, in the case of RemainCo, such member of the RemainCo Group or, in the case of SpinCo, such member of the SpinCo Group) to which it was furnished; provided, however, in the case of (b) that such sources did not provide such information in breach of any confidentiality obligations), or (c) independently developed by employees or agents of such Party who had no access, direct or indirect, to such information provided by the other Party.\n\n(a) Each Party shall use the Confidential Information only as permitted pursuant to this Agreement and shall not disclose any Confidential Information to any Third Party unless permitted pursuant to this Agreement. Each Party shall exercise the same degree of care to protect and maintain the confidentiality of the Confidential Information received from the other Party hereunder (but no less than a reasonable degree of care) as they take to preserve confidentiality for their own similar information. Without limiting the foregoing, each Party will take commercially reasonable efforts to implement and maintain comprehensive security protocols to protect and maintain the confidentiality of the Confidential Information received from the other Party hereunder, including, without limitation, implementing administrative, technical, digital, electronic and physical security strategies and access restrictions to protect Confidential Information.\n\nARTICLE X\n\nMISCELLANEOUS\n\nSection 10.1 Authority. Each of the Parties represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement to be executed and delivered on or prior to the Distribution Time, and (d) this Agreement is legal, valid and binding obligations, enforceable against it in accordance with their respective terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors' rights generally and general equity principles.\n\nSection 10.2 Entire Agreement. This Agreement and the Schedules referenced herein or therein or attached hereto or thereto, constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof.   22\n\n\n\n\n\nSection 10.3 Binding Effect; Third-Party Beneficiaries; Assignment. 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. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. This Agreement may not be assigned by either Party, except with the prior written consent of the other Party.\n\nSection 10.4 Amendment. No change or amendment may be made to this Agreement except by an instrument in writing signed on behalf of both of the Parties.\n\nSection 10.5 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of either Party in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement contained herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement or the Schedules attached hereto are cumulative to, and not exclusive of, any rights or remedies otherwise available.\n\nSection 10.6 Notices. Unless otherwise expressly provided herein, all notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed to be duly given (i) when personally delivered or (ii) if mailed by registered or certified mail, postage prepaid, return receipt requested, on the date the return receipt is executed or the letter is refused by the addressee or its agent or (iii) if sent by overnight courier which delivers only upon the signed receipt of the addressee, on the date the receipt acknowledgment is executed or refused by the addressee or its agent or (iv) if sent by facsimile or electronic mail, on the date confirmation of transmission is received (provided that a copy of any notice delivered pursuant to this clause (iv) shall also be sent pursuant to clause (i), (ii) or (iii)), addressed to the attention of the addressee's General Counsel at the address of its principal executive office or to such other address or facsimile number for a Party as it shall have specified by like notice.\n\nSection 10.7 Counterparts. This Agreement, including the Schedules and Exhibits hereto and the other documents referred to herein, may be executed in multiple counterparts, each of which when executed shall be deemed to be an original but all of which together shall constitute one and the same agreement.\n\nSection 10.8 Severability. If any term or other provision of this Agreement or the Schedules attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to effect the original   23\n\n\n\n\n\nintent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.\n\nSection 10.9 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.\n\nSection 10.10 Construction. 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. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have relied upon their own knowledge and judgment and upon the advice of the attorneys of their choosing. The Parties have had access to independent legal advice, have conducted such investigations they and their counsel thought appropriate, and have consulted with such other independent advisors as they and their counsel deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by any other Party, or such other Party's employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party's employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.\n\nSection 10.11 Performance. Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party.\n\n[INTENTIONALLY LEFT BLANK]   24\n\n\n\n\n\nWHEREFORE, the Parties have signed this Agreement effective as of the date first set forth above.   THE BABCOCK & WILCOX COMPANY\n\nBy:  /s/ David S. Black Name:  David S. Black Title:  Vice President and Chief Accounting Officer\n\nBABCOCK & WILCOX ENTERPRISES, INC.\n\nBy:  /s/ J. Andr\u00e9 Hall Name:  J. Andr\u00e9 Hall Title:   Senior Vice President, General Counsel and Secretary\n\n\n\n\n\nSchedule 1.1(e)\n\nSpinCo Core Field; RemainCo Core Field\n\nSpinCo Core Field means:\n\n1. Ownership and/or operation of power generation facilities fired with combustible fossil fuels (e.g., coal, coal slurry, oil or natural gas), biomass, municipal solid waste or concentrated solar energy through tower based solar thermal conversion systems, in each case for the provision of power, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites). &bbsp;\n\n2. Design, development, research, engineering, procurement, fabrication, analysis, manufacture, construction, installation, supply, marketing, sale, lease, rent, commissioning, training, delivery, inspection, testing of, support, operations, inspection, maintenance, upgrade, repair, refurbishment, rebuilding, replacement, modification, repowering/fuel switching, relocation, localization, or other services, including project management, construction project management or consultation, plant, system or component licensing, siting support or consultation, environmental, safety, health, laboratory analysis, engineering studies, field engineering services, nondestructive testing, evaluation or analytical services, metallographic analysis, consulting services, troubleshooting, failure analysis, cleaning, upgrading, tooling, or decommissioning related to:\n\n\n\n(a). Fired steam generators encompassing fossil fuel boilers which are fueled by combustible fossil fuels (e.g., coal, coal slurry, oil or natural gas) or support subsystems, equipment or components thereof, including fuel drying, fuel feed, pulverizers, burners, combustion systems, grates, pressure parts, air heaters, fans, boiler cleaning systems, ash systems, valves, controls & diagnostics, oxycombustion systems, condensing heat exchangers used in connection with such fired steam generators, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).\n\n\n\n(b). Fired steam generators encompassing waste fuel boilers which are fueled by combustible waste fuels (e.g., carbon monoxide, biomass, black liquor, municipal solid waste (MSW) or refuse-derived fuel (RDF)) or support subsystems, equipment or components thereof, including fuel drying, fuel feed, pulverizers, burners, combustion systems, grates, pressure parts, air heaters, fans, boiler cleaning systems, ash systems, valves, controls & diagnostics, oxycombustion systems, condensing heat exchangers used in connection with such fired steam generators, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).\n\n\n\n\n\n\n\n(c). Gasifier systems which partially convert fossil or waste fuels (e.g., coal, oil, natural gas or biomass) to syngas and support subsystems, equipment or components thereof, including fuel drying, fuel feed, pulverizers, burners, combustion systems, gasifiers, heat exchangers used in connection with such gasifier systems, pressure parts, boiler cleaning systems, ash systems, valves, controls & diagnostics, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).\n\n\n\n(d). Tower-based solar thermal conversion systems which are enabled by solar energy and support subsystems, equipment or components thereof, including receiver system, pressure parts, molten salt or particle systems (e.g., heat exchangers specifically for tower-based solar thermal conversion systems enabled by solar energy or associated pumps or tanks), valves, controls or diagnostics, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).\n\n\n\n(e). The following specific unfired heat exchangers Turbine Exhaust Gas boilers (10K2), Heat Recovery Steam Generation Boilers (10K22), Water Tube Waste Heat Boilers Two Drum (Stirling Types) (1K4), 3 Drum Waste Heat Recovery Boiler (1K4), Water Tube Waste Heat \"H\" Stirling Boiler (1K4), Water Tube Long Drum (LD) boiler (1K4), CO boiler (1K26), Waste Heat (WH) (1K4), Oxygen Convertor Hoods (1K44), Gas Tube (FT) boilers (1K46), FM boilers (1K239), FO boilers (1K2311), Struthers Wells type EOR boiler as defined by the existing specific referenced design standards, or support subsystems, equipment or components thereof, including pressure parts, cleaning systems, valves, controls or diagnostics, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).\n\n\n\n(f). Chemical looping conversion systems which are fueled by combustible fossil fuels (e.g., coal, coal slurry, oil or natural gas) and which produce an energy output of steam, CO2, H2 or syngas or support subsystems, equipment or components thereof, including fuel feed, pulverizers, reactors, pressure parts, air heaters, fans, boiler cleaning systems, ash systems, valves, controls or diagnostics, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).\n\n\n\n(g). Pulverized coal injection systems for use in connection with steel production or support subsystems, equipment or components thereof, including pulverizers, pressurization systems, tanks, valves, controls or diagnostics, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).\n\n\n\n\n\n\n\n(h). Heat transfer surface cleaning systems and support subsystems, equipment and components thereof (other than said systems related to or utilized in connection with nuclear fueled systems and expressly excluding nuclear steam generators), including sootblowers (air, steam, water or sonic), related valve or piping systems, sprayers, controls (basic, intelligent) or diagnostics, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).\n\n\n\n(i). Ash handling systems or support subsystems, equipment or components thereof, including mechanical conveyors (wet or dry), pneumatic conveyors (wet, dry, dilute, or dense phase), ash conditioning, tanks, valves, specialty piping, controls or diagnostics, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).\n\n\n\n(j). Industrial pulverizer or grinding equipment systems or support subsystems (other than said systems or support subsystems related to or utilized in connection with nuclear fuel manufacturing or processing), other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).\n\n\n\n(k). Drying and/or coating systems utilizing continuous and/or batch flow dryer/oven equipment for industrial processes, including but not limited to various production lines (e.g., roll fed, sheet fed, coating, drying or web handling), dryers and/or ovens (e.g., air flotation dryers or ovens, roll support dryers, infrared dryers, ultraviolet dryers, microwave or radio frequency), coating line auxiliary equipment, festoon and catenary style ovens, valves and material handling systems, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).\n\n\n\n(l). Utility emissions control systems used in connection with combustion power generation systems, which are designed to remove nitrogen oxides (e.g., SCR or SNCR), sulfur oxides (e.g., WFGD, SDA, CDS, DSI, or others), particulates (e.g., dry ESP, wet ESP, fabric filter or cyclonic), carbon dioxide (e.g., scrubber systems), hydrocarbons, or air toxics (e.g., Sb, Be, Cd, Cr, Co, Pb, Mn, Ni, (SO2)3, HF, Hg, P, Se, Cd, As, or HCl (or other acid gases)), HAPS, dioxins, furans or others) and/or subsequent energy or waste recovery or associated subsystems, equipment or components thereof, including valves, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).\n\n  (m). Wastewater treatment systems (i) that process wastewater derived from combustion power generation and municipal solid waste(\"MSW\") systems, including\n\n\n\n\n\n\n\nwithout limitation FGD dewatering systems or zero liquid discharge (ZLD) systems, or associated subsystems, equipment or components thereof, including valves or (ii) that process wastewater as part of or ancillary to the systems set forth in SpinCo Core Field 2(k), 2(l) or 2(n), in each case other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).\n\n\n\n(n). Industrial emission control, gas cleaning and/or conditioning, or liquids purification and/or recovery systems (other than said systems set forth in RemainCo Core Field 1(m)), including SCR, SNCR, WFGD, SDA, CDS, DSI, other scrubbers, dry ESP, wet ESP, fabric filter, cyclonic, solvent recovery systems, biological abatement systems, solvent distillation systems (including waste water treatment), evaporative gas conditioning and cooling systems or regenerative thermal (and other) oxidation systems or associated subsystems, equipment or components thereof, including valves, for the removal of nitrogen oxides, sulfur oxides, particulates, carbon dioxide, hydrocarbons, or air toxics (e.g., Sb, Be, Cd, Cr, Co, Pb, Mn, Ni, (SO2)3, HF, Hg, P, Se, As, Cd, HCl (or other acid gases)), HAPS, dioxins, furans, others) and/or subsequent energy or waste recovery, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).\n\n\n\n(o). Hybrid power generation systems or associated equipment where renewable energy sources are combined with a combustible fossil fuel (e.g., coal, coal slurry, oil or natural gas) or combustible waste fuel (e.g., carbon monoxide, biomass, black liquor, MSW or RDF) primary energy source, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).\n\n3. Engineering procurement, construction, installation, supply, lease, commissioning, training , delivery, inspection, testing of, support, operations, maintenance, upgrade, repair, refurbishment, rebuilding, replacement, modification, relocation, project management, construction management, technical advice, construction consultation, siting support or consultation, environmental services or consultation, safety, health, troubleshooting, cleaning, upgrading and tooling of balance of plant for power generation facilities fired with combustible fossil fuels (e.g., coal, coal slurry, oil or natural gas) and pulp and paper facilities, other than maintenance and operation services performed as part of overall facility operation and management contracts for domestic or foreign government agencies or entities (including but not limited to NNSA, NASA, DOD, DOE, as well as United Kingdom NDA or MOD sites).\n\nRemainCo Core Field means:\n\n1. Design, development, research, engineering, procurement, fabrication, analysis, manufacture, construction, installation, supply, marketing, sale, lease, rent, commissioning, training, delivery, inspection, testing of, support, operations, inspection, maintenance, upgrade, repair,\n\n\n\n\n\n\n\nrefurbishment, rebuilding, replacement, modification, repowering/fuel switching, relocation, localization, or other services, including project management, construction project management or consultation, plant, system or component licensing, siting support or consultation, environmental, safety, health, laboratory analysis, engineering studies, field engineering services, nondestructive testing, evaluation or analytical services, metallographic analysis, consulting services, troubleshooting, failure analysis, cleaning, upgrading, tooling, or decommissioning, related to:\n\n\n\n(a). Nuclear facilities and nuclear reactor plants, nuclear reactor systems, nuclear reactors, including all thermal reactors (including all heavy-water and light-water reactors), all water cooled reactors, all liquid metal cooled reactors (including sodium cooled reactors), gas cooled reactors (including helium, carbon dioxide and nitrogen) and molten salt reactors, breeder reactors, traveling wave reactors, high temperature reactors, small modular nuclear reactors, medical isotope reactors and components thereof and all Generation I, Generation II, Generation III and all advanced reactors, including and Generation IV reactors and iterations thereof regardless of design, and hybrid power generation systems and associated equipment where renewable energy sources are combined with a nuclear primary energy source.\n\n\n\n(b). Support systems and subsystems, equipment and components of nuclear systems and nuclear reactors, including, reactor coolant systems, reactor protection, control and instrumentation systems, reactor auxiliary and safety systems, balance of plant systems, reactor vessel closure heads, reactor and other pressure vessels and internals, reactor coolant pumps, stators and motors, reactor fuel channels, feeders and related components, steam generators, reactor control rod drive mechanisms and other reactor electro-mechanical equipment and controls therefore, specialized tooling and inspection systems, heat exchangers, pressurizers, primary and secondary piping, valves and pumps, spent fuel and other nuclear fuel and nuclear material storage and shipping, nuclear waste containers and related systems, audio/visual systems, steam generator tube inspection systems, repair, modification and stabilization systems, tube plugging and tube removal systems.\n\n\n\n(c). Nuclear fuel and nuclear fuel components, including enrichment and any related components, assembly, nuclear fuel plant processes, manufacturing systems and processes and systems for the chemical processing of radiological materials, fuel core and fuel bearing precision components, fuel powder, sources, targets, targets for medical isotope production and industrial isotope production, targets for research and analysis in research reactors, graphite reflectors and control rods, poisons and other special nuclear materials for development and manufacturing of fuel components for pebble bed and other reactors.\n\n  (d). Electro-mechanical devices related to or used in commercial, research, government, military and other nuclear facilities, reactors orvessels and associated subsystems, equipment and components thereof.\n\n  (e). Advanced power systems for space applications and associated subsystems, equipment and components thereof.\n\n  (f). Nuclear and non-nuclear propulsion systems for naval (U.S. and foreign) submarines and aircraft carriers and associated subsystems, equipment and components thereof, including all aftermarket, replacement and repair parts, components and equipment for existing naval submarines and aircraft carriers.\n\n\n\n\n\n  (g). Nuclear propulsion systems for naval (U.S. and foreign) vessels other than submarines and aircraft carriers and associated subsystems, equipment and components thereof, including aftermarket, replacement and repair parts, components and equipment for such existing vessels.\n\n  (h). Single crystal composite and ceramic materials for use in nuclear, defense, space and aerospace applications and subsystems,equipment and components thereof\n\n\n\n(i). High energy physics equipment, including electro-magnetic storage devices, power conversion and conditioning systems, superconducting materials and plasma energy systems, and, in each case, subsystems and components thereof, excluding energy storage systems that store kinetic energy using a rotating mass with low friction losses and deliver the stored energy via power electronics that convert kinetic to electrical energy using electrical equipment typical for that type of service.\n\n  (j). Ordnance components, subsystems and components thereof.\n\n  (k). Unfired heat exchangers where the applicable heat source energy input is derived from the release and/or use of nuclear energy orsupport subsystems, equipment or components thereof, including pressure parts, cleaning systems, valves, controls or diagnostics.\n\n  (l). Wastewater treatment systems that process wastewater derived from the release and/or use of nuclear energy and subsystems,equipment and components thereof\n\n  (m). Emission control systems related to nuclear fuel manufacture or fabrication, storage of nuclear materials and waste and nuclear poweredsystems and subsystems, equipment and components thereof.\n\n2. Chemical and physical processing, storage and decontamination of and other management, operations, safety, security, emergency management, remediation and technical services related to radiological materials (including highly enriched uranium, low enriched uranium, natural uranium, fissile material and transuranic material), including receipt, storage, inspection, characterization, dissolution, recovery and purification, downblending, recycling, scrap recovery and processing and related research, development, engineering and analysis.\n\n3. Developing and providing services related to security (including direct security services as well as training, consulting and similar services) for new or existing commercial, research, government, military and other facilities or vessels, including tactical security, security training, IT security, development of security processes, fitness for duty and government compliance (both contractual compliance) and in connection with NRC or other applicable licensing requirements.\n\n4. Provide facility operation and maintenance services, including production and program management, maintenance (including maintenance and service of fossil fired and renewable power generation systems performed as part of overall facility operation and management contracts), operation, environmental health and safety, security, emergency management, wastewater treatment, remediation and abatement, decontamination and decommissioning material storage and disposition and other related technical services, to domestic or foreign agencies (including but not limited to NNSA, NASA, DOD, DOE as well as United Kingdom NDA or MOD sites) and commercial entities related to critical infrastructure, nuclear, non-nuclear and biological activities such as nuclear operations of reactors and reactor facilities, laboratory (including national laboratories) and other facility operations, weapons production, refurbishment, storage and stockpile management, component\n\n\n\n\n\n\n\n(including centrifuge) manufacturing, medical and industrial isotope development and manufacture, and Chemical Laboratory Analysis Capability by SEM, Mass Spectrometer and similar equipment, excluding the provision of the foregoing services for solely standalone power generation facilities fired with combustible fossil fuels, biomass or municipal solid waste or concentrated solar energy through tower based solar thermal conversion systems For the avoidance of doubt, the foregoing does not include the design, manufacture, installation, supply, sale and supply of hardware, including entire systems, within the SpinCo Core Field (including, without limitation, the systems set forth in SpinCo Core Field 2(k), 2(l), 2(m) and 2(n)) to domestic or foreign agencies or commercial entities.\n\nFor the avoidance of doubt, the following are not included in the SpinCo Core Field or the RemainCo Core Field:\n\nDesign, development, research, engineering, procurement, fabrication, analysis, manufacture, construction, installation, supply, marketing, sale, lease, rent, commissioning, training, delivery, inspection, testing of, support, operations, inspection, maintenance, upgrade, repair, refurbishment, rebuilding, replacement, modification, repowering/fuel switching, relocation, localization, or other services, including project management, construction project management or consultation, plant, system or component licensing, siting support or consultation, environmental, safety, health, laboratory analysis, engineering studies, field engineering services, nondestructive testing, evaluation or analytical services, metallographic analysis, consulting services, troubleshooting, failure analysis, cleaning, upgrading, tooling, or decommissioning related to the following:\n\n  (a). Un-fired heat exchangers other than those identified in SpinCo Core Field 2(e) or unfired heat exchangers where the applicable heat source energy input is derived from the release and/or use of nuclear energy, and support subsystems, equipment and components thereof, including pressure parts, cleaning systems, valves, controls, diagnostics, repair equipment and services.\n\n  (b). Production of hydrogen by other high temperature processes.\n\n  (c). Non-nuclear propulsion systems for naval (U.S. and foreign) vessels other than submarines and aircraft carriers, and associated subsystems equipment and components thereof, including aftermarket, replacement and repair parts, components and equipment for such existing vessels.\n\n  (d). Non-naval (i.e., commercial marine) propulsion systems and associated subsystems, equipment and components thereof, includingaftermarket, replacement and repair parts, components and equipment for existing systems.\n\n\n\n\n\nSchedule 1.1(i)\n\nSpecific RemainCo Field; Specific SpinCo Field\n\n\"Specific SpinCo Field\" means the design, development, research, engineering, procurement, fabrication, analysis, manufacture, construction, installation, supply, marketing, sale, lease, rent, commissioning, training, delivery, inspection, testing of, support, operations, inspection, maintenance, upgrade, repair, refurbishment, rebuilding, replacement, modification, repowering/fuel switching, relocation, localization, or other services, including project management, construction project management or consultation, plant, system or component licensing, siting support or consultation, environmental, safety, health, laboratory analysis, engineering studies, field engineering services, nondestructive testing, evaluation or analytical services, metallographic analysis, consulting services, troubleshooting, failure analysis, cleaning, upgrading, tooling, or decommissioning, related to heat exchangers specifically for tower-based solar thermal conversion systems enabled by solar energy and support subsystems, equipment or components thereof, including pressure parts, cleaning systems, valves, controls or diagnostics.\n\n\"Specific RemainCo Field\" means the design, development, research, engineering, procurement, fabrication, analysis, manufacture, construction, installation, supply, marketing, sale, lease, rent, commissioning, training, delivery, inspection, testing of, support, operations, inspection, maintenance, upgrade, repair, refurbishment, rebuilding, replacement, modification, repowering/fuel switching, relocation, localization, or other services, including project management, construction project management or consultation, plant, system or component licensing, siting support or consultation, environmental, safety, health, laboratory analysis, engineering studies, field engineering services, nondestructive testing, evaluation or analytical services, metallographic analysis, consulting services, troubleshooting, failure analysis, cleaning, upgrading, tooling, or decommissioning, related to:\n\n\n\n(a). Nuclear facilities and nuclear reactor plants, nuclear reactor systems, nuclear reactors, including all thermal reactors (including all heavy-water and light-water reactors), all water cooled reactors, all liquid metal cooled reactors (including sodium cooled reactors), gas cooled reactors (including helium, carbon dioxide and nitrogen) and molten salt reactors, breeder reactors, traveling wave reactors, high temperature reactors, small modular nuclear reactors, medical isotope reactors and components thereof and all Generation I, Generation II, Generation III and all advanced reactors, including and Generation IV reactors and iterations thereof regardless of design, and hybrid power generation systems and associated equipment where renewable energy sources are combined with a nuclear primary energy source.\n\n\n\n(b). Support systems and subsystems, equipment and components of nuclear systems and nuclear reactors, including, reactor coolant systems, reactor protection, control and instrumentation systems, reactor auxiliary and safety systems, balance of plant systems, reactor vessel closure heads, reactor and other pressure vessels and internals, reactor coolant pumps, stators and motors, reactor fuel channels, feeders and related components, steam generators, reactor control rod drive mechanisms and other reactor electro-mechanical equipment and controls therefore, specialized tooling and inspection systems,\n\n\n\n\n\n  heat exchangers, pressurizers, primary and secondary piping, valves and pumps, spent fuel and other nuclear fuel and nuclear material storage and shipping, nuclear waste containers and related systems, audio/visual systems, steam generator tube inspection systems, repair, modification and stabilization systems, tube plugging and tube removal systems.\n\n\n\n(c). Nuclear fuel and nuclear fuel components, including enrichment and any related components, assembly, nuclear fuel plant processes, manufacturing systems and processes and systems for the chemical processing of radiological materials, fuel core and fuel bearing precision components, fuel powder, sources, targets, targets for medical isotope production and industrial isotope production, targets for research and analysis in research reactors, graphite reflectors and control rods, poisons and other special nuclear materials for development and manufacturing of fuel components for pebble bed and other reactors.\n\n  (d). Naval nuclear propulsion systems and associated subsystems, equipment and components thereof, including aftermarket, replacementand repair parts, components and equipment for existing systems.\n\n\n\n\n\nThe company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Commission upon request."}]}, {"title": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "Manufacturing and Supply Agreement", "answer_start": 73890}], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "VAPOTHERM, INC.", "answer_start": 327}, {"text": "MEDICA S.p.A.", "answer_start": 3745}, {"text": "Vapotherm", "answer_start": 2610}, {"text": "Medica", "answer_start": 1774}], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "January 1st, 2013", "answer_start": 3660}], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 48995}], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 48995}], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 48995}], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": false}, {"answers": [{"text": "This Agreement is governed by the laws of the State of New York without giving effect to principles of conflict of laws.", "answer_start": 66274}], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 54258}], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 54258}], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 70114}], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "The forecast for any month specified in any Rolling Forecast may not be less than the total number of Cartridges for which Vapotherm, prior to delivery of that Rolling Forecast to Medica in accordance with Section 2.l(a), has submitted purchase orders in accordance with Section 3.2 specifying a delivery date in that month.", "answer_start": 6150}, {"text": "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\").", "answer_start": 7925}], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 26359}], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 48165}], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": false}, {"answers": [{"text": "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 $[* * *].", "answer_start": 48451}, {"text": "No party will be liable to any other for any indirect, consequential, or special damages or for loss of profits.", "answer_start": 48165}], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "At Vapotherm's request to Medica from time to time, Medica shall furnish Vapotherm with certification of insurance evidencing that insurance and shall provide at least [* * *] Business Days prior written notice to Vapotherm of any cancellation of or decrease in the dollar amount of coverage provided by any such policy.", "answer_start": 23436}, {"text": "Vapotherm shall at its cost obtain and maintain product-liability insurance coverage in the amount of $[* * *] in relation to the Cartridge.", "answer_start": 24186}, {"text": "Vapotherm shall have the right to maintain such insurance coverage on Vapotherm's behalf and at Vapotherm' s expense in the event of nonpayment of premiums or lapse of coverage.", "answer_start": 23757}, {"text": "At the request of Medica from time to time, Vapotherm shall famish Medica with certification of insurance evidencing that insurance and shall endeavour to provide at least [* * *] Business Days prior written notice to Medica of any cancellation of or decrease in the amount of coverage provided by any such policy.", "answer_start": 24327}, {"text": "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.", "answer_start": 23107}], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "VAPOTHERM, INC. - Manufacturing and Supply Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.14\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\nMANUFACTURING AND SUPPLY AGREEMENT\n\nDATED AS OF January 1, 2013\n\nBETWEEN\n\nVAPOTHERM, INC.\n\nAND\n\nMEDICA, S.p.A.\n\n\n\n\n\nTABLE OF CONTENTS Page ARTICLE 1 SALE AND PURCHASE 1\n\n1.1 Supply of Cartridge 1 1.2 [* * *] 1 1.3 Purchase of Cartridge 1\n\nARTICLE 2 FORECASTS; INVENTORY 1\n\n2.1 Rolling Forecasts 1 2.2 Inventory 2\n\nARTICLE 3 ORDERS, SHIPMENT, AND PAYMENT 2\n\n3.1 Price 2 3.2 Purchase Orders 2 3.3 Delivery 3 3.4 [* * *] 3 3.5 Delay in Delivery 3 3.6 Delivery Default Rights 3 3.7 Invoices and Payment Terms 3 3.8 Delay in Payment 4\n\nARTICLE 4 QUALITY OF THE CARTRIDGE 4\n\n4.1 Conformity with Specifications 4 4.2 Conditions to Rejection 4 4.3 Rejection 4 4.4 Nonconformity Default Rights 5 4.5 Acceptance of Cartridges 5 4.6 Quality Monitoring 5\n\nARTICLE 5 PRODUCTION PROCESS 5\n\n5.1 Joint Review Committee 5 5.2 Process Development 5 5.3 Inventory of Raw Materials and Spare Parts 5 5.4 [* * *] 5 -i-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\nARTICLE 6 QUALITY SYSTEM 6\n\n6.1 General Quality Statement 6 6.2 Quality System Changes 6 6.3 Vendor Quality 6 6.4 Vigilance System 6\n\nARTICLE 7 OTHER OBLIGATIONS OF MEDICA 7\n\n7.1 Debarment Certification 7 7.2 Permits and Certifications 7 7.3 Manufacturing Problems 7 7.4 Insurance 7\n\nARTICLE 8 INSPECITONS; RECORDS 8\n\n8.1 Notification of Inquiries and Inspections 8 8.2 Access to Medica Facilities and Records 8 8.3 Records 9\n\nARTICLE 9 CARTRIDGE RECALLS 9\n\n9.1 Cartridge Recalls 9 9.2 Notice of Events that May Lead to Cartridge Recall 9 9.3 Recall Due to Breach By Medica 9 9.4 Definition of Recall 9 9.5 Recall Process 10\n\nARTICLE 10 PUBLICITY; CONFIDENTIALITY; INTELLECTUAL PROPERTY 10\n\n10.1 Publicity 10 10.2 Confidentiality 10 10.3 Pre-existing and Independently Developed Intellectual Property 11 10.4 Ownership 11 10.5 [* * *] 11 10.6 Reservation of All Other Rights 11\n\nARTICLE 11 REPRESENTATIONS 12\n\n11.1 Representations of Medica 12 -ii-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n11.2 Representations of Vapotherm 13\n\nARTICLE 12 INDEMNIFICATION 13\n\n12.1 Indemnification 13 12.2 Procedures Relating to Indemnification 14 12.3 No Liability for Consequential Damages 15 12.4 Limitation on Liability 15\n\nARTICLE 13 TERM AND TERMINATION; BUSINESS CONTINUITY 15\n\n13.1 Term 15 13.2 Termination 16 13.3 Effect of Termination 17 13.4 Business Continuity 17\n\nARTICLE 14 MISCELLANEOUS 18\n\n14.1 Definitions 18 14.2 Further Assurances 21 14.3 Governing Law 21 14.4 Dispute Resolution 21 14.5 Arbitration 22 14.6 Force Majeure 22 14.7 Assignment 22 14.8 Notices 22 14.9 Severability 23 14.10 Entire Agreement 23 14.11 Amendment 23 14.12 Independent Contractor 23 14.13 Counterparts 23 14.14 Compliance with Laws 24 -iii-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\nMANUFACTURING AND SUPPLY AGREEMENT\n\nThis Manufacturing and Supply Agreement (this \"Agreement\") is dated January 1st, 2013, between VAPOTHERM, INC., a Maryland corporation (\"Vapotherm\") and MEDICA S.p.A., an Italian company (\"Medica\").\n\nWHEREAS, Vapotherm sells systems it has developed for delivering humidified, blended medical gas therapy (the \"System\"), which system includes a vapor transfer cartridge;\n\nWHEREAS, Vapotherm and Medica wish for Medica to manufacture [* * *] (each, a \"Cartridge\" and collectively, the \"Cartridges\") for Vapotherm for use in the System, using fiber provided by Medica as developed for the System and packaged as specified in Vapotherm Specification Exhibit D.\n\nNOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which have hereby acknowledged, the parties therefore agree as follows:\n\nARTICLE 1 SALE AND PURCHASE\n\n1.1 Supply of Cartridge. Subject to the terms of this Agreement, Medica shall manufacture, in such quantities as Vapotherm orders, the Cartridge.\n\n1.2 [* * *]\n\n1.3 Purchase of Cartridge. Subject to the terms of this Agreement, Vapotherm shall purchase from Medica Cartridges following regulatory approval.\n\nARTICLE 2 FORECASTS; INVENTORY\n\n2.1 Rolling Forecasts.\n\nAttached hereto and incorporated herein by reference as Exhibit A-2 is Vapotherm's initial forecast of Cartridges that Vapotherm will purchase for delivery on a monthly basis in calendar year 2013 (the \"Initial Forecast\"). On or prior to January 1, 2013 (the \"Forecast Initiation Date\"), Vapotherm shall deliver to Medica a forecast of Cartridge demand in each of the [* * *] consecutive months beginning one month following the FID. On or prior to one month following the FID, Vapotherm shall provide a forecast for the next [* * *] consecutive months beginning [* * *] months following the FID. On or prior to the first day of each subsequent month, Vapotherm shall deliver to Medica an update to its previously submitted forecast of its expected purchases of Cartridges (each forecast delivered pursuant to this Section 2.l(a), a \"Rolling Forecast\"). [* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(a) Vapotherm will place a firm Purchase Order for the following [* * *] months. Every month there after, Vapotherm will placed a PO for the following month to maintain a rolling [* * *] month commitment.\n\n(b) The forecast for any month specified in any Rolling Forecast may not be less than the total number of Cartridges for which Vapotherm, prior to delivery of that Rolling Forecast to Medica in accordance with Section 2.l(a), has submitted purchase orders in accordance with Section 3.2 specifying a delivery date in that month.\n\n2.2 Inventory.\n\nDuring the Term, Medica shall at all times maintain as safety stock that quantity of Cartridges equal to one (1) times the monthly average number of Cartridges ordered by Vapotherm during the immediately preceding [* * *] months.\n\nARTICLE 3 ORDERS, SHIPMENT, AND PAYMENT\n\n3.1 Price. The price paid by Vapotherm for any given shipment of Cartridges during the Initial Term is as stated in Exhibit A-1. No later than [* * *] days prior to the end of the Initial Term and each Renewal Term, Medica shall provide Vapotherm with reasonable documentation of its actual and direct costs in manufacturing the Cartridges (the \"Costs\"). The parties will then negotiate in good faith the Cartridge prices for the subsequent\n\n3.2 Purchase Orders.\n\n(a) Each purchase order that Vapotherm places for Cartridges must be in the form attached as Exhibit B and must specify (1) how many Cartridges are desired, (2) the one or more places to which, and the manner and date by which, delivery is to be made, and (3) the applicable price per Cartridge. Vapotherm shall deliver all purchase orders by facsimile, or by one of the means specified in Section 14.8 for giving notice, to Medica at the following address and facsimile number or as otherwise instructed by Medica:\n\nMedica S.p.A. Via Degli Artigiani, 7 41036 Medolla (MO) Italy Attention: Daniele Giubertoni MKTG & Sales Manager Facsimile: 39-0535-52605 E-mail: daniele.giubertoni@medica.it\n\n(b) 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 may order for delivery in any given Quarter an aggregate quantity of Cartridge not exceeding [* * *]% of the Final Forecast Quantity. 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. -2-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(c) Vapotherm shall deliver each purchase order for quantities of the Cartridge at least [* * *] in advance of the delivery date specified in that purchase order.\n\n(d) If Vapotherm delivers any purchase order with less lead time than is required under Section 3.2(c), then Medica shall use [* * *] efforts to fill that purchase order but will not be liable to Vapotherm if despite those best efforts they fail to do so.\n\n(e) Medica shall acknowledge and accept in writing on behalf of Medica any purchase order that Vapotherm places for Cartridges. Any such purchase order will be deemed accepted by Medica if Medica does not reject it by written notice to Vapotherm delivered within [* * *] Business Days of Medica's receiving that purchase order. Medica may not reject any purchase order that complies with the provisions of Article 3. If the terms of any purchase are inconsistent with the terms of this Agreement, the terms of this Agreement will control.\n\n3.3 Delivery. Each shipment of Cartridges will be delivered by [* * *] to the applicable Vapotherm manufacturing facility or retained in Medica's warehouse facility, in accordance with Vapotherm instructions for each shipment. Medica shall deliver by the delivery date specified in a purchase order all of the Cartridges specified in that purchase order. Vapotherm is only required to pay for Cartridges actually delivered. Medica shall make shipping arrangements with carriers designated in writing by Vapotherm from the [* * *] point to points specified by Vapotherm, under the arrangements that Vapotherm has with those carriers.\n\n3.4 [* * *]\n\n3.5 Delay in Delivery. 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):\n\n(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 [* * *]%.\n\n3.6 Delivery Default Rights. If more than [* * *] days have passed since the delivery date for any Cartridges and Medica has, for any reason other than an Event of Force Majeure, failed to deliver those Cartridges, then, in addition to any other remedies it might have under this Agreement or by law, Vapotherm may cancel that purchase order or the portion thereof relating to those cartridges, as applicable.\n\n3.7 Invoices and Payment Terms. On delivery by Medica of a shipment of Cartridges in accordance with Section 3.3, Medica shall issue to Vapotherm an invoice for that shipment stating a price consistent with the terms of this Agreement. Vapotherm shall pay each such invoice in full within [* * *] Calendar Days from the date of invoice, unless Vapotherm has rejected the shipment in question in accordance with Section 4.2. -3-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n3.8 Delay in Payment. 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 [* * *]%.\n\nARTICLE 4 QUALITY OF THE CARTRIDGE\n\n4.1 Conformity with Specifications. Any Cartridges that Medica manufactures under this Agreement must conform to the specifications in Exhibit D (the \"Specifications\") and (2) be manufactured, labeled, packaged, stored, and tested (while in the possession of, stored by, or under the control of Medica) in accordance with cGMP. Medica shall provide adequate packaging for protection during normal shipping and handling environments.\n\n4.2 Conditions to Rejection. In order to be entitled to reject any Cartridge, Vapotherm must notify Medica of any failure of the Cartridge to meet the Specifications or otherwise comply with this Agreement. Misuse or improper storage will not be grounds for rejection.\n\n4.3 Rejection. Vapotherm may reject any Cartridge that does not meet the Specifications or otherwise comply with this Agreement (any such Cartridge, a \"Nonconforming Cartridge\"). 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. Further, if Medica accepts that Vapotherm was entitled to reject the Nonconforming Cartridge(s) and Vapotherm has not already paid the purchase price for the Nonconforming Cartridge(s), then, within [* * *] Calendar Days after receiving notice from Vapotherm under Section 4.2, Medical shall, at Vapotherm's election, either replace the Nonconforming Cartridge(s) at no additional to Vapotherm beyond the original purchase price charged to Vapotherm for the Nonconforming Cartridge(s) or cancel that purchase order or the portion thereof relating to the Nonconforming Cartridge(s), s applicable.\n\n(b) If Medica does not agree that one or more Cartridges constitute Nonconforming Cartridges, the Joint Review Committee, consisting of quality assurance representatives from both companies, must consider the matter. If after consideration by the Joint Review Committee the parties are unable to reach agreement within [* * *] Calendar Days after the date Medica received notice from Vapotherm under Section 4.2, they shall submit the dispute to arbitration in accordance with Section 14.5. -4-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n4.4 Nonconformity Default Rights. If for any reason other than an event of Force Majeure Medica (1) fails to replace any Nonconforming Cartridge as required by Section 4.3 or (2) fails to replace any Nonconforming Cartridge within [* * *] Business Days after a dispute regarding whether any rejected quantity of Cartridge constitutes Nonconforming Cartridge is decided in Vapotherm's favor, then, in addition to any other remedies it might have under this Agreement or by law, Vapotherm may cancel that purchase order or the portion thereof of relating to the Nonconforming Cartridge, as applicable.\n\n4.5 Acceptance of Cartridges. If Vapotherm does not notify Medica that one or more Cartridges do not meet the Specifications or otherwise fail to comply with this Agreement, those Cartridges will be deemed to have been accepted by Vapotherm as being fully compliant with the Specifications and this Agreement.\n\n4.6 Quality Monitoring. Medica will periodically sample and trend the Cartridge performance in accordance with specification and Medica's internal production tests to monitor process and product control. Medica will share the results with Vapotherm as part of the Production Process as outlined in Article 5.\n\n4.7 If Medica becomes aware of any Cartridge problem that could endanger patient health, Medica will report the problem to Vapotherm within 24 hours.\n\nARTICLE 5 PRODUCTION PROCESS\n\n5.1 Joint Review Committee. The parties shall establish and hold teleconference meetings of a Joint Review Committee annually. The Joint Review Committee shall consist of six (6) members, including the head of each party's engineering, quality assurance and material management divisions or their designees.\n\n5.2 Process Development. Medica shall use [* * *] efforts to develop technical know-how that would permit them to manufacture the Cartridge less expensively and shall no less than semiannually furnish the Joint Review Committee with a detailed report as to their progress in this area. Vapotherm and Medica shall at the time of each report determine jointly the actions to be taken with respect to these findings.\n\n5.3 Inventory of Raw Materials and Spare Parts. Medica shall at all times use best efforts to efficiently manage their inventories of raw materials so as to enable Medica to meet Vapotherm's demand as specified in the Rolling Forecasts. Medica shall also maintain, consistent with the manufacturer's recommendations, an inventory of spare parts of all equipment they use to manufacture the Cartridge.\n\n5.4 [* * *] -5-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\nARTICLE 6 QUALITY SYSTEM\n\n6.1 General Quality Statement. The Cartridges shall be manufactured, assembled and tested in compliance with (a) the Specifications, (b) Vapotherm supplied specifications and documentation; (c) relevant ISO and FDA standards, guidelines and regulations, but not limited to ISO 13485, US 21CFR 820 FDA (\"QSR\"), EU MDD 93/43 and Canadian MDR (d) Medica's design and manufacturing policies followed by Medica as of the date hereof (\"Medica's Quality System\"), and (e) applicable U.S. and foreign Laws, including but not limited to FDA standards, guidelines and regulations. During the Term and notwithstanding Section 6.2 below, Medica shall not make any material change to the Specifications or Medica's Quality System without Vapotherm's prior written approval. For purposes of this Section 6.1, a material change to either the Specifications or Medica's Quality System shall mean any change that could have a material adverse effect on the safety or efficacy of the Cartridges or System, or that would be reasonably likely to have a material effect on the proper integration of the Cartridges or System.\n\n6.2 Quality System Changes. Any changes to the status of the Medica Quality System shall be reported to Vapotherm Quality Assurance and Vapotherm Executive Management by sending notice in accordance with Section 14.8 within 72 hours. Status changes may include, but not be limited to the following:\n\n(a) ISO Certifications or CE Marking status charges;\n\n(b) Process or material failures, including significant vendor related failures or relevant vendor terminations due to quality related issues; and\n\n(c) Specification changes for supplemental manufacturing processes, equipment, or materials.\n\n6.3 Vendor Quality. The quality ratings of vendors that supply Medica with materials used in the manufacture/assembly and/or testing of the Cartridges shall be reported to Vapotherm Quality Assurance in a manner consistent with the Medica Quality System. Any collective actions, regulatory holds, suspensions, or terminations of vendors related to the Cartridges shall be reported to Vapotherm Quality Assurance in a timely manner.\n\n6.4 Vigilance System. Vapotherm has an established Authorized Representative to communicate complaints and vigilance reports that results from the use of the Cartridges.\n\n(a) Complaint investigations shall be a shared process between Medica (QA, manufacturing, and engineering) and Vapotherm (QA, Manufacturing, and R&D).\n\n(b) All investigation reports shall be issued jointly and in a timely manner to satisfy the requirements for vigilance reporting (when necessary). -6-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(c) When a complaint is determined to be a vigilance reportable event then Vapotherm shall be responsible for administering and reporting to both Medica and the necessary competent authorities any Cartridge related vigilance incidents within [* * *] days or as outlined in the Vapotherm Quality System.\n\n(d) Vapotherm shall copy in writing via email or facsimile to Medica Quality Assurance within 24-48 hours on all and any vigilance reporting, including health outcome, relationship between the incidents, and timeliness of reporting the vigilance incident to the Competent Authorities.\n\nARTICLE 7 OTHER OBLIGATIONS OF MEDICA\n\n7.1 Debarment Certification. Medica hereby agrees to review the United States Department of Health and Human Services Office of the Inspector General and General Services Administration exclusion lists upon initially hiring and annually thereafter to ensure that any employee or manager responsible for providing services under is not excluded from any United States Federal or State health care program. Medica hereby represents and warrants that neither it, nor any of its officers, directors, or managers, or employees are currently excluded from, or have ever been excluded from, any United States Federal or State health care program or, if previously excluded, have been fully reinstated, in which case Medica shall provide Vapotherm written proof of such reinstatement and such other information as Vapotherm may require describing the reasons for the prior exclusion. Medica shall immediately notify Vapotherm, in writing, in the event that it knows, or has reason to know, that any United States Federal or State health care program has initiated proceedings to sanction, bar, suspend or exclude Medica, or any of its officers, directors, managers or employees. If Medica fails to comply with any of the foregoing provisions, Vapotherm may terminate the Agreement immediately upon written notice to Medica.\n\n7.2 Permits and Certifications. Medica currently has all Permits and Certifications necessary to enable it to perform all its obligations under this Agreement. At all times during the Term Medica shall maintain those Permits and secure any additional Permits that become necessary.\n\n7.3 Manufacturing Problems. Medica shall promptly notify Vapotherm if it experiences any significant problems in manufacturing Cartridges, shall use [* * *] efforts to resolve those problems, and shall keep Vapotherm informed of the status of those efforts.\n\n7.4 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. At Vapotherm's request to Medica from time to time, Medica shall furnish Vapotherm with certification of insurance evidencing that insurance and shall provide at least [* * *] Business Days prior written notice to Vapotherm of any cancellation of or decrease in the dollar amount of coverage provided by any such policy. Vapotherm shall have the right to maintain such insurance coverage on Vapotherm's behalf and at Vapotherm' s expense in the event of nonpayment of premiums or lapse of coverage. -7-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(b) Vapotherm shall at its cost obtain and maintain product-liability insurance coverage in the amount of $[* * *] in relation to the Cartridge. At the request of Medica from time to time, Vapotherm shall famish Medica with certification of insurance evidencing that insurance and shall endeavour to provide at least [* * *] Business Days prior written notice to Medica of any cancellation of or decrease in the amount of coverage provided by any such policy.\n\nARTICLE 8 INSPECITONS; RECORDS\n\n8.1 Notification of Inquiries and Inspections. Medica shall notify Vapotherm within [* * *] Business Days of any written or oral inquiries, notifications, or inspection activity by any Governmental Authority in regard to Medica's manufacture of Cartridges. Medica shall permit up to two individuals selected by Vapotherm to attend any such inspections and shall provide Vapotherm with an accurate and reasonably complete description of any such inquiries, notifications, or inspections. Medica shall also furnish to Vapotherm (1) within [* * *] Business Days after receipt any report or correspondence issued by any Governmental Authority in connection with any such inquiries, notifications, or inspections, and (2) not later than [* * *] Business Days prior to the time Medica proposes to send it, a copy of any proposed response or explanation relating to any such inquiries, notifications, or inspections or any report or correspondence issued by any Governmental Authority in connection therewith (each, a \"Proposed Response\"), in each case redacted of trade secrets or other confidential or proprietary information of Medica that are unrelated to Medica's obligations under this Agreement or are unrelated to manufacture of Cartridges. Medica shall discuss with Vapotherm any Proposed Response and shall incorporate in that Proposed Response any reasonable comments provided by Vapotherm with respect to that Proposed Response. After filing a response with any Governmental Authority, Medica shall within [* * *] Business Days notify Vapotherm of any further contacts with that Governmental Authority with respect to that response.\n\n8.2 Access to Medica Facilities and Records. 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 acknowledges that it and its designee may be permitted only to review, rather than obtain copies of, certain proprietary documents of Medica; Medica shall at Vapotherm's request provide Vapotherm with a copy of any other document that Vapotherm requests provided it is reasonable and applicable to the Cartridges or System. -8-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n8.3 Records. Medica shall maintain all records necessary to evidence compliance with all applicable Laws and other requirements of applicable Governmental Authorities relating to the manufacture of the Cartridge. Medica shall also maintain records with respect to its costs, obligations, and performance under this Agreement. 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.\n\nARTICLE 9 CARTRIDGE RECALLS\n\n9.1 Cartridge Recalls. If any Governmental Authority withdraws its approval to sell the Cartridge in any country or issues a directive or request that some or all Cartridges be recalled for safety reasons relating to the Cartridge or Vapotherm reasonably determines that some or all Cartridges should be recalled, and if that recall is due to any reason other than Medica having manufactured Cartridges that fail to conform to the Specifications or that was not manufactured in accordance with any applicable Laws, Vapotherm shall pay all costs, including Medica's reasonable out-of-pocket expenses, associated with that recall. Those actions may include developing reports on records pertaining to the lot traceability, assist in conducting an investigation to rule out a root cause for failure and other related activities requiring Medica's resources. Vapotherm shall provide Medica in writing specific instructions as to actions required. Medical shall in good faith provide an estimate for expenses if the request has material burden.\n\n9.2 Notice of Events that May Lead to Cartridge Recall. Medica, on the one hand, and Vapotherm, on the other hand, shall keep each other fully and promptly informed of any notification, event, or other information, whether received directly or indirectly, that might affect the marketability, safety or effectiveness of the Cartridge or might result in a recall of any Cartridges by any Governmental Authority.\n\n9.3 Recall Due to Breach By Medica. If there occurs any Cartridge recall that is due to Medica having manufactured one or more Cartridges that fail to conform to the Specifications or that were not manufactured in accordance with any applicable Laws, Medica will be responsible for the costs of that recall. Medica shall promptly, at the election of Vapotherm, compensate Vapotherm for the Cartridge so recalled by either replacing without charge Cartridges recalled or refunding Vapotherm the price paid by Vapotherm to Medica for the Cartridges recalled, plus freight, insurance, sales taxes, and all other costs duties, fees, and expenses paid by Vapotherm in connection with such recall.\n\n9.4 Definition of Recall. For purposes of this Article 8, \"recall\" means any action by Vapotherm or any of its Affiliates, or either Medica or any of its Affiliates, to recover title or possession or halt distribution or use of any Cartridges sold or shipped to any other Persons. The term \"recall\" also applies to Cartridge that would have been subject to recall if it had been sold or shipped. -9-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n9.5 Recall Process. The purpose of initiating a \"recall\", either party will notify the other party immediately regarding the need within 24 hrs. Vapotherm will be responsible for notifying the appropriate regulatory bodies with respect to the Cartridge. Medica will provide best efforts to support Vapotherm with the appropriate regulatory documentation in an timely fashion. Medica will make efforts to conduct the necessary investigations as it pertains to the Cartridge and report factual data has required. Medica will also take necessary efforts to take the appropriate corrective action and make best efforts to remedy the disruption in supply.\n\nARTICLE 10 PUBLICITY; CONFIDENTIALITY; INTELLECTUAL PROPERTY\n\n10.1 Publicity. Except as required by Law or the standards of any securities or regulatory authority, including without limitation the National Association of Securities Dealers, Medica and Vapotherm may not make any official press release, announcement, or other formal publicity relating to the transactions that are the subject of this Agreement without first obtaining in each case the prior written consent of Vapotherm and Medica, respectively (which consent may not be unreasonably withheld). If any party is required to file this Agreement with the Securities and Exchange Commission or another applicable securities regulatory authority, that party must seek confidential treatment for any provisions of this Agreement that either party believes would disclose trade secrets, confidential commercial, or financial information and thereby impair the value of the contractual rights represented by this Agreement or provide detailed commercial and financial information to competitors or other Persons. Except as required by Law or the standards of any securities regulatory authority, Medica and Vapotherm may not use the name Vapotherm and Medica, respectively, or the name of any director, officer or employee thereof or any adaptation thereof without the prior written approval of Vapotherm and Medica, respectively.\n\n(b) Medica shall send to Vapotherm for its approval at least [* * *] Business Days before it is filed or submitted any publication, abstract, or patent application resulting from this Agreement. The authorship on any publication or abstract will be determined by agreement of the parties or as deemed scientifically appropriate. Any publication resulting from this Agreement will be delayed or prohibited if, in Vapotherm's reasonable opinion, delay or prohibition is required in order to file or procure patent application or rights protection in respect of any invention or discovery arising from this Agreement. Publication by Medica of any information relating to the Cartridge is subject to the provisions of Section 10.2.\n\n10.2 Confidentiality. It is contemplated that Medica may from time to time disclose Confidential Information to Vapotherm, or vice versa. Medica shall disclose such Vapotherm Confidential Information and shall not use any Vapotherm Confidential Information other than in connection with performing its obligations hereunder, and Vapotherm shall not disclose Medica Confidential Information and shall not use any Medica Confidential Information other than in connection with performing its obligations hereunder.\n\n(b) A party receiving Confidential Information shall only disclose it to those of its Representatives who need to review that Confidential Information in connection with that party's performance of its obligations and evaluation of its rights under this Agreement. Any party who so discloses any Confidential Information pursuant to this Section 10.2(b) shall (1) inform those Representatives of the confidential nature of that Confidential Information, and (2) direct those Representatives to keep that Confidential Information confidential. -10-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(c) The provisions of this Section 10.2 will survive termination or expiration of this Agreement and will continue for a period of 5 years from the date of that termination or expiration.\n\n10.3 Pre-existing and Independently Developed Intellectual Property. Each party is and shall remain the owner of its Intellectual Property in existence as of the Effective Date and all such rights that a party acquires or develops independent of this Agreement (\"Baseline IP\").\n\n10.4 Ownership.\n\n(a) 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.\n\n(b) Any additions, improvements and enhancements to Vapotherm Baseline IP which are made during the course of this Agreement shall solely be the property of Vapotherm (\"Vapotherm Inventions\").\n\n(c) Any additions, improvements and enhancements to Medica Baseline IP which are made during the course of this Agreement shall solely be the property of Medica (\"Medica Inventions\").\n\n(d) 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).\n\n(e) It is understood and agreed that Medica shall be free and without restriction to develop, market, license, and sell products and technology based on Medica proprietary membrane with an intended use different from oxygen delivery humidification for patients.\n\n10.5 [* * *]\n\n(b) [* * *]\n\n10.6 Reservation of All Other Rights. Except as expressly set forth in this Agreement, nothing contained herein may be construed as doing the following: -11-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(a) Giving Medica any rights to any Intellectual Property of Vapotherm or any other proprietary technology of Vapotherm (whether Vapotherm Baseline IP or Vapotherm Inventions arising in connection with this Agreement), including without limitation any of Vapotherm's patent rights relating to the design, development, testing, use and sale of the System or the Cartridge; or\n\n(b) Giving Vapotherm any rights to any Intellectual Property of Medica or any other proprietary technology of Medica (whether Medica Baseline IP or Medica Inventions arising in connection with this Agreement).\n\nARTICLE 11 REPRESENTATIONS\n\n11.1 Representations of Medica. Medica represents to Vapotherm as follows:\n\n(a) Medica is a corporation validly existing under the laws of its jurisdiction of organization with the power to own all of its properties and assets and to carry on its business as it is currently being conducted.\n\n(b) Medica has the power to execute and deliver this Agreement and to perform its obligations under this Agreement.\n\n(c) Medica's Chief Executive Officer, or Amministratore Unico (AU), has duly authorized Medica to execute and deliver this Agreement and perform its obligations under this Agreement, and no other corporate proceedings of Medica are necessary with respect thereto.\n\n(d) This Agreement constitutes its valid and binding obligation, enforceable in accordance with its terms, except as enforceability is limited by (A) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally, or (B) general principles of equity, whether considered in a proceeding in equity or at law.\n\n(e) Medica is not required to obtain the Consent of any Person, including the Consent of any party to any Contract to which it is a party, in connection with execution and delivery of this Agreement and performance of its obligations under this Agreement.\n\n(f) Medica is the rightful owner or licensee of any Intellectual Property that it may use in performing its obligations under this Agreement.\n\n(g) To Medica's knowledge, the Medica Baseline IP does not infringe or violate any patent, copyright, trademark, or any other proprietary right of a third party.\n\n(h) Medica's execution and delivery of this Agreement and performance of its obligations under this Agreement do not (A) violate any provision of its articles of incorporation or by-laws, as applicable, as currently in effect, (B) conflict with, result in a breach of, constitute a default under (or an event which, with notice or lapse of time or both, would constitute a default under), accelerate the performance required by, result in the creation of any Lien upon any of its properties or assets under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any Contract to which it is a party or by which any of its properties or assets are bound, or (C) violate any Law or Order currently in effect to which it is subject. -12-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n11.2 Representations of Vapotherm. Vapotherm represents to Medica as follows;\n\n(a) Vapotherm is a corporation validly existing and in good standing under the law of the State of Maryland with the power to own all of its properties and assets and to carry on its business as it is currently being conducted.\n\n(b) Vapotherm has the power to execute and deliver this Agreement and to perform its obligations under this Agreement.\n\n(c) This Agreement constitutes the valid and binding obligation of Vapotherm, enforceable in accordance with its terms, except as enforceability is limited by (A) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally, or (B) general principles of equity, whether considered in a proceeding in equity or at law.\n\n(d) Vapotherm's execution and delivery of this Agreement and performance of its obligations under this Agreement do not (A) violate any provision of Vapotherm's articles of incorporation or by-laws as currently in effect, or (B) violate any Law or Order currently in effect to which Vapotherm is subject.\n\nARTICLE 12 INDEMNIFICATION\n\n12.1 Indemnification. Medica shall indemnify Vapotherm, each Affiliate of Vapotherm, each Representative of Vapotherm, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses: a. Indemnifiable Losses arising out of or relating to a claim made for bodily injury, including death, or property damage to the extent that such claim arises out of or results from the failure of the Cartridges to comply with the Specifications or Medica's failure to comply with Medica's Quality System; b. Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the Cartridges; c. Indemnifiable Losses arising out of relating to any breach of this Agreement by Medica or any negligent or fraudulent act or willful misconduct of Medica or its employees, other agents, subcontractors or representatives in connection with this Agreement; or -13-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\nd. Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Medica contained in this Agreement.\n\n(b) Vapotherm shall indemnify each Medica Entity, each Affiliate of each Medica Entity, each Representative of each Medica Entity, and the heirs, executors, successors, and assigns of any of the foregoing, against the following Indemnifiable Losses:\n\n(i) Indemnifiable Losses arising out of or relating to any claim, demand, action or proceeding based upon infringement of a patent, trademark, copyright or trade secret, or similar intellectual property rights as a result of Vapotherm's marketing, promotion or distribution of the System, except to the extent such claim, demand, action or proceeding arising out of or relates to the Cartridge;\n\n(ii) Indemnifiable Losses arising out of or relating to any breach of this Agreement by Vapotherm or any negligent or fraudulent act or willful misconduct of Vapotherm or its employees, other agents, subcontractors or representatives in connection with this Agreement; or\n\n(iii) Indemnifiable Losses arising out of or relating to any inaccuracy in any representations of Vapotherm contained in this Agreement.\n\n12.2 Procedures Relating to Indemnification. In order to be entitled to indemnification under this Article 12 in connection with an Indemnifiable Loss, the party seeking indemnification (the \"Indemnified Party\") must: (1) notify the party obligated to indemnify it (the \"Indemnifying Party\") in writing, and in reasonable detail, of any third party claims, demands, lawsuits, proceedings or action (\"Third Party Claims\") as soon as possible but in any event within [* * *] Business Days after receipt of notice of that Third Party Claim; and (2) deliver to the Indemnifying Party as soon as possible but in any event within [* * *] Business Days after the Indemnified Party receives a copy of all notices and documents (including court papers) delivered to that Indemnified Party relating to that Third Party Claim.\n\n(b) In the event of a Third Party Claim against an Indemnified Party, the Indemnifying Party may participate in the defense of that Third Party Claim and, if it so chooses, assume at its expense the defense of that Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party so elects to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of that Third Party Claim, except that if, under applicable standards of professional conduct, there exists a conflict on any significant issue between the Indemnified Party mid the Indemnifying Party in connection with that Third Party Claim, the -14-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\nIndemnifying Party shall pay the reasonable fees and expenses of one additional counsel to act with respect to that issue to the extent necessary to resolve that conflict. If the Indemnifying Party assumes defense of any Third Party Claim, the Indemnified Party will be entitled to participate in the defense of that Third Party Claim and to employ counsel, at its own expense, separate from counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will be entitled to control that defense. The Indemnifying Party will be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party did not assume the defense of any Third Party Claim (other than during any period in which the Indemnified Party failed to give notice of the Third Party Claim as provided above and a reasonable period after such notice). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the parties shall cooperate in the defense or prosecution of that Third Party Claim, including by retaining and providing to the Indemnifying Party records and information reasonably relevant to that Third Party Claim, and making employees available on a reasonably convenient basis. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of that Third Party Claim that the Indemnifying Party recommends, except that the Indemnifying Party may not without the Indemnified Party's prior written consent agree to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnified Party or that does not include as a unconditional term that each claimant or plaintiff give to the Indemnified Party a release from all liability with respect to that Third Party Claim. Whether or not the Indemnifying Party has assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, that Third Party Claim without the Indemnifying Party's prior written consent.\n\n12.3 No Liability for Consequential Damages. 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.\n\n12.4 Limitation on Liability.\n\nNotwithstanding 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 $[* * *].\n\nARTICLE 13\n\nTERM AND TERMINATION; BUSINESS CONTINUITY\n\n13.1 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. -15-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n13.2 Termination. This Agreement may be terminated as follows: (1) by Vapotherm upon [* * *] Business Days' written notice to Medica if any representation made in this Agreement by Medica was materially inaccurate when made and either (1) that inaccuracy has contributed to Vapotherm's incurring Indemnifiable Losses or (2) Medica fails to take action to render the inaccurate representation accurate as if it were made on the day Vapotherm would otherwise be entitled to terminate this Agreement under this Section 13.2(a)(l); (2) by Medica upon [* * *] Business Days; written notice to Vapotherm if any representation made in this Agreement by Vapotherm was materially inaccurate when made and either (1) that inaccuracy has contributed to either or both Medica Entities' incurring Indemnifiable Losses or (2) Vapotherm fails to take action to render the inaccurate representation accurate as if it were made on the day Medica would otherwise be entitled to terminate this Agreement pursuant to this Section 13.2(a)(2); (3) by Vapotherm immediately if Medica has breached any of its material obligation under this Agreement and, if it is curable, has not cured that breach prior to expiration of a [* * *]-Business-Day period following notice of the breach from Vapotherm; (4) by Medica immediately if Vapotherm has breached any of its material obligations under this Agreement and, if it is curable, has not cured that breach prior to expiration of a [* * *]-Business-Day period following notice of the breach from Medica; (5) by Vapotherm immediately if there occurs an Event of Insolvency with respect to Medica; (6) by Medica immediately if there occurs an Event of Insolvency with respect to Vapotherm; (7) by Vapotherm, if for any reason other than an Event of Force Majeure Medica fails to deliver within [* * *] days after the required delivery date, or on more than two occasions in any [* * *]-day period fails to deliver within [* * *] days after the required delivery day, any shipment of Cartridge it is required to deliver pursuant to Section 3.2, Section 4.2, or Section 9.3; or (8) by Medica or Vapotherm on [* * *] Business Days' prior written notice to Vapotherm or Medica, respectively, if due to an Event of Force Majeure (A) Vapotherm or (B) Medica or both of them, respectively, is prevented from performing an obligation under this Agreement for more than [* * *] days, unless prior to the end of the [* * *]-Business-Day period the Event of Force Majeure ceases to exist and the party prevented from performing resumes performance under this Agreement and notifies the party giving the notice of termination. -16-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(b) The parties may terminate this Agreement at any time by written agreement.\n\n13.3 Effect of Termination.\n\n(a) Upon any termination (including expiration) of this Agreement, each party shall return to the other party all documents and other tangible items to it or its employees or agents have received or created pursuant to this Agreement pertaining, referring, or relating to Confidential Information of the other party.\n\n(b) Termination of this Agreement will not affect rights and obligations of either party that may have accrued prior to the date of termination or any other obligation contained in Section 5.5, 6.3, 6.4, 8.1, 8.3, Article 9, 10.1, 10.2, 10.3, 10.4, 10.5(b), 10.6, Article 12, Article 13, and Sections 14.3, 14.4, and 14.5. All rights and obligation decay after 2 (two) years from termination or expiration.\n\n(c) Upon any termination (including expiration) of this Agreement, Vapotherm shall pay to Medica, and Medica shall pay to Vapotherm, all amounts payable up to the date of termination but not yet paid.\n\n(d) The termination or expiration of this Agreement shall not relieve either party of its responsibility to comply in all material respects with any statutory or regulatory requirements associated with the System and/or the Cartridges.\n\n13.4 Business Continuity.\n\nMedica agrees to have the capability to manufacture in either (2) facilities of the Medica Group in the event of disruption for any reason and deliver the Cartridges within [* * *] weeks.\n\n13.4.1 Medica agrees to maintain [* * *] weeks [* * *] of inventory in the event of business disruption consistent with section 2 of the agreement.\n\n13.4.2 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. For purposes of this Agreement, \"Change of Control\" means (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that is not a subsidiary or Affiliate -17-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(as defined below) of Medica of the beneficial ownership of securities of Medica possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of Medica; (ii) a merger or consolidation in which neither Medica nor a subsidiary or Affiliate of Medica is the surviving entity; (iii) a reverse merger in which Medica is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of Medica's outstanding securities are transferred to or acquired by a person or persons different from the persons holding those securities immediately prior to such merger and where such persons are not a subsidiary or Affiliate of Medica; or (iv) the sale, transfer or other disposition of all or substantially all of the assets of Medica to a person or entity that is not a subsidiary or Affiliate of Medica.\n\nARTICLE 14\n\nMISCELLANEOUS\n\n14.1 Definitions. When used in this Agreement, the following terms have the - following meanings:\n\n\"Affiliate\" means, with respect to any given Person, any other Person at the time directly or indirectly controlling, controlled by or under common control with that Person, or (2) any director, officer or employee of that Person. For purposes of this Agreement, \"control\" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.\n\n\"Business Day\" means any Monday, Tuesday, Wednesday, Thursday, or Friday that is not a day on which banking institutions in the State of New York authorized by law, regulation or executive order to close.\n\n\"cGMPs\" means current Good Manufacturing Practices (as provided for, respectively, in the Rules Governing Medicinal Products in the European Community Volume 4 (Guide to Good Manufacturing Practice for Medicinal Products) and by the FDA as set out in 21 C.F.R. 210 and 21 C.F.R. 211, as amended from time to time).\n\n\"Confidential Information\" means all data, specifications, training, and any other know-how related to the design, development, manufacture, or performance of the System or the Cartridge, the customers, finances, methods, research, processes or procedures of a party, as well as all other information and data provided by either party to the other party pursuant to this Agreement (i) in written or other tangible medium and marked as confidential, or (ii) if disclosed orally or displayed, confirmed in writing within [* * *] Business Days after disclosure and marked as confidential, or (iii) that by the nature of the information or the circumstances surrounding disclosure, should in good faith be treated as confidential, except that the term \"Confidential Information\" does not include the following: (1) information that is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives; -18-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(2) information that was within the receiving party's possession or knowledge prior to its being furnished to the receiving party by or on behalf of the disclosing party, on condition that the source of that information was not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other Person with respect to that information; (3) information that is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, on condition that that source was not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other Person with respect to that information; (4) information that is independently developed by the receiving party without use of Confidential Information and otherwise in a manner not .inconsistent -with this Agreement; or (5) information that is required to be disclosed by law, provided that the disclosing Party is promptly notified by the receiving Party in order to provide the disclosing Party an opportunity to seek a protective order or other relief.\n\n\"Consent\" means any approval, consent, ratification, filing, declaration, registration, waiver, or other authorization.\n\n\"Contract\" means any oral or written agreement, contract, obligation, promise, arrangement, or undertaking that is legally binding.\n\n\"Event of Insolvency\" with respect to any Person means any of the following: (1) the institution by that Person of proceedings under the United States Bankruptcy Code, or any other applicable U.S. federal or state Law or any applicable foreign Law seeking an order for relief; (2) the consent of that Person to the institution of bankruptcy or insolvency proceedings against that Person; (3) the filing by that Person of a petition seeking reorganization or release under the Federal Bankruptcy Reform Act or any other applicable U.S. federal or state Law or applicable foreign Law, or the consent by that Person to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of that Person or of any substantial part of the property of that Person; (4) the making by that Person of an assignment for the benefit of creditors; -19-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(5) admission by that Person of its inability to pay its debts generally as they become due; (6) the entry of a decree or order by a court having jurisdiction adjudging that Person bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of that Person under the U.S. Bankruptcy Code or any other applicable U.S. federal or state Law or any applicable foreign Law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of that Person, or of any substantial part of the property of that Person, or ordering the winding up or liquidation of the affairs of that Person, and (A) that Person consents to that decree or order or (B) that decree or order remains unstayed and in effect for more than [* * *] consecutive days.\n\n\"FDA\" means the U.S. Food and Drug Administration.\n\n\"FOB\" means \"Free on Board,\" as that term is defined in INCOTERMS 2000,\n\n\"Governmental Authority\" means any (1) nation, state, comity, city, town, village, district, or other jurisdiction of any nature, (2) federal, state, local, municipal, or other government, whether U.S. or foreign, (3) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal, including an arbitral tribunal), (4) multi-national organization or body including the EU and notified bodies, or (5) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulator)', or taxing power of any nature.\n\n\"Indemnifiable Losses\" means all losses, liabilities, taxes, damages, deficiencies, obligations, fines, expenses, judgments or settlements resulting from Third Party Claims that are incurred or suffered by an Indemnified Party, including interest and penalties with respect thereto and out-of-pocket expenses and reasonable attorneys' and accountants' and experts' fees and expenses incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of the Indemnified Party's rights hereunder, net of any amounts recovered or recoverable under any insurance policy.\n\n\"Intellectual Property\" means, with respect to any Person, all unpatented ideas, inventions, processes, discoveries trademarks, patents, copyrights, and any applications for registration thereof, and trade secrets and know-how of that Person, whether owned, used, or licensed by that Person as licensee or licensor.\n\n\"Law\" means any federal, state, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty.\n\n\"Lien\" means any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership. -20-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n\"Month\" means any of the twelve months of a year.\n\n\"Order\" means any award, decision, injunction, judgment, order, ruling, subpoena, or verdict of any court, arbitral tribunal, administrative agency, or other Governmental Authority.\n\n\"Person\" means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, Governmental Authority or other entity.\n\n\"Representative\" means, with respect to a particular Person, any director, officer, employee, agent, consultant, advisor, or other representative of that Person, including legal counsel, accountants, and financial advisors.\n\n\"Year\" means (1) the period commencing with the date of this Agreement and ending on November 7th 2009, (2) any subsequent 12-month period commencing on January 1st and ending on December 31st, and (3) the period beginning January 1st of the year in which this Agreement expires or is terminated and ending on the date this Agreement expires or is terminated.\n\n14.2 Further Assurances. At any time or from time to time from the date of this Agreement, Medica, on the one hand, and Vapotherm, on the other hand, shall at the request, and at the expense, of the other do the following: (1) to the extent consistent with this Agreement deliver to the other such records, data, or other documents requested by the other; and (2) take or cause to be taken all such other actions as are reasonably necessary or desirable in order to permit the other to obtain the full benefits of this Agreement.\n\n14.3 Governing Law. This Agreement is governed by the laws of the State of New York without giving effect to principles of conflict of laws.\n\n14.4 Dispute Resolution. The parties shall attempt in good faith to resolve any controversy or claim that may arise concerning their respective rights and obligations under this Agreement. If they are unable to do so within [* * *] Business Days from the date that controversy or claim arose, they shall refer the controversy or claim to the AU of Medica and the CEO of Vapotherm, who shall meet in person or telephonically within [* * *] Business Days of being requested to do so and shall in good faith attempt to resolve the dispute. If the controversy or claim cannot then be solved, the parties hereby agree first to try in good faith to settle the dispute by mediation administered by the American arbitration Association at its New York City offices before resorting to arbitration. -21-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n14.5 Arbitration. Any controversy or claim arising out of or relating to this Agreement or the applicability of this Section 14.5 that is not resolved pursuant to Section 14.4 will be determined by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association. Unless the parties agree otherwise the number of arbitrators will be three, each of whom will be appointed by the American Arbitration Association. One arbitrator must be a lawyer, the second must be an expert in financial matters, and the third must have expertise in the manufacture of hemodialysis products. The place of arbitration will be Washington, D.C., U.S.A. The language of the arbitration will be English. Prior to the commencement of hearings, each of the arbitrators appointed must provide an oath or undertaking of impartiality. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The cost of any such arbitration will be divided equally between Vapotherm, on the one hand, and Medica, on the other hand, with each party bearing its own attorneys' fees and costs.\n\n14.6 Force Majeure. No party will be responsible to the other under this Agreement for failure or delay in performing any obligations under this Agreement, other than payment obligations, due to factors beyond its control, including without limitation any war, fire, earthquake, or other natural catastrophe, or any act of God, but excluding labor disputes involving all or any part of the work force of that party (each such factor, an \"Event of Force Majeure\"). Upon the occurrence of an Event of Force Majeure, the party failing or delaying performance shall promptly notify the other party in writing, setting forth the nature of the occurrence, its expected duration, and how that party's performance is affected. Any party subject to an Event of Force Majeure shall use commercially reasonable efforts to resume performing its obligations under this Agreement as soon as practicable. Except as provided in Section 14.6(b), if an Event of Force Majeure occurs, the affected party' will be excused from performing and the time for performance will be extended as long as that party is unable to perform as result of the Event of Force Majeure.\n\n(b) If any Event of Force Majeure prevents Medica from delivering any shipment of Cartridges for more than [* * *] Business Days beyond the scheduled delivery date, then Vapotherm may cancel its order without incurring any liability to Medica with respect thereto.\n\n14.7 Assignment. This Agreement inures to the benefit of and is binding upon the successors and assignees of the parties. 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.\n\n14.8 Notices. Every notice or other communication required or contemplated by this Agreement must be in writing and sent by one of the following methods: (1) personal delivery, in which case delivery will be deemed to occur the day of delivery; -22-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n(2) by a recognized overnight delivery service such as Federal Express or DHL Worldwide Express, in which case delivery will be deemed to occur the day of delivery.\n\n(b) In each case, a notice or other communication sent to a party must be directed to the address for that party set forth below, or to another address designated by that party by written notice. All notices to be given by a Medica Entity may be given on its behalf by the other Medica Entity following consultation between Medica. If to:\n\nVapotherm Inc. 198 Log Canoe Circle Stevensville MD 21666 Attention: CFO\n\nwith a copy to:\n\nHogan & Hartson L.L.P. 555 13t h Street, N.W., Washington, D.C. 20004-1009 Attention: Stephen J. Zempolich, Esq.\n\nif to Medica:\n\nMedica S.p.A. Via Degli Artigiani, 7 41036 Medolla (MO) Italy Attention: Luciano Fecondini\n\n14.9 Severability. If any provision of this Agreement is held unenforceable by any court of competent jurisdiction, all other provisions of this Agreement will remain effective. If any provision of this Agreement is held to be unenforceable only in part or degree, it will remain effective to the extent not held unenforceable.\n\n14.10 Entire Agreement. This Agreement constitutes the entire agreement of the parties pertaining to the subject matter of this Agreement. It supersedes all prior agreements of the parties, whether oral or written, pertaining to the subject matter of this Agreement.\n\n14.11 Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of both parties.\n\n14.12 Independent Contractor. Nothing in this Agreement creates, or will be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the parties. Each party agrees to perform under this Agreement solely as an independent contractor,\n\n14.13 Counterparts. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one and the same instrument. -23-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\n14.14 Compliance with Laws. Vapotherm and Medica shall each comply in all material respects with all applicable Laws that pertain to the activities for which Vapotherm and Medica are each responsible under this Agreement and, except as provided for herein, shall bear their own cost and expense of complying therewith. -24-\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\nIN WITNESS WHEREOF, each of the undersigned have caused this Manufacturing and Supply Agreement to be duly executed and delivered in their name and on their behalf as of the date first set forth above. VAPOTHERM, INC.\n\nBy: /s/ Joseph Army Name: Joseph Army Title: President & CEO\n\nMEDICA S.p.A\n\nBy: /s/ Luciano Fecondini Name: Luciano Fecondini Title: Amministratore Unico\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\nExhibit A-1 Price Schedule: in EURO (Euro)\n\n[* * *]\n\nExhibit A-2: Forecast\n\n[* * *]\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\nExhibit B: Purchase Order Form Example\n\n[* * *]\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\nExhibit C - Vapotherm Tools\n\n[* * *]\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.\n\n\n\n\n\nExhibit D: [* * *] Purchase Specifications\n\n[* * *]\n\n[* * *] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended."}]}, {"title": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)", "paragraphs": [{"qas": [{"answers": [{"text": "STRATEGIC ALLIANCE AGREEMENT", "answer_start": 71}], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"", "answer_start": 690}, {"text": "Hyatt Franchising Latin America, L.L.C.", "answer_start": 206}, {"text": "Playa Hotels & Resorts, B.V.", "answer_start": 465}, {"text": "Hyatt", "answer_start": 46}, {"text": "Playa", "answer_start": 465}], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "December 14, 2016", "answer_start": 149}], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "December 14, 2016", "answer_start": 149}], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 9346}], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [{"text": "If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and\n\n(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.", "answer_start": 4692}, {"text": "The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity.", "answer_start": 4480}, {"text": "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\").", "answer_start": 3527}, {"text": "If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party.", "answer_start": 6673}, {"text": "If the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\").", "answer_start": 4100}, {"text": "If the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).", "answer_start": 5755}, {"text": "Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.", "answer_start": 7280}], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": false}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 20215}], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "PLAYAHOTELS_RESORTSNV_03_14_2017-EX-10.22-STRATEGIC ALLIANCE AGREEMENT (Hyatt Ziva Cancun)__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.22\n\nSTRATEGIC ALLIANCE AGREEMENT\n\n(Hyatt Ziva Cancun)\n\nTHIS STRATEGIC ALLIANCE AGREEMENT (the \"Agreement\") is made and entered into as of December 14, 2016 (the \"Effective Date\"), by and between Hyatt Franchising Latin America, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware (U.S.A.) with its principal place of business located at 71 South Wacker Drive, Chicago, Illinois 60606, U.S.A. (\"Hyatt\"), and Playa Hotels & Resorts, B.V., a private limited liability company organized and existing under the laws of the Netherlands with its registered address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands (\"Playa\"). Hyatt and Playa are each referred to as a \"Party\" and collectively as the \"Parties.\"\n\nR E C I T A L S:\n\nWHEREAS, Hyatt and Playa are parties to that certain Master Development Agreement dated as of August 9, 2013 (as amended, the \"Master Development Agreement\") under which Hyatt granted Playa the exclusive (to the extent set forth therein) right, provided that Playa met certain conditions, to develop all-inclusive resorts under either or both of the Hyatt Ziva\u00ae or Hyatt Zilara\u00ae brands and other aspects of the proprietary system owned by Hyatt or its affiliates (\"Hyatt All-Inclusive Resorts\") in the countries of Mexico, Costa Rica, the Dominican Republic, Jamaica and Panama, as their boundaries exist as of the Effective Date (the \"Market Area\"); and\n\nWHEREAS, simultaneously with signing this Agreement, Hyatt and Playa or its affiliates are terminating the Master Development Agreement and signing amendments to the following franchise agreements (collectively, the \"Existing Franchise Agreements\") covering the following Hyatt All-Inclusive Resorts:\n\n  \u2022   Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and Playa Hall JamaicanResort Limited for the operation of the Hyatt Ziva/Zilara\u00ae resort at 1 Ritz-Carlton Drive, Rose Hall, Montego Bay, Jamaica\n\n  \u2022   Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and Playa Cabos Baja, S. DeR.L. De C.V. for the operation of the Hyatt Ziva\u00ae resort at Paseo de Malec\u00f3n I-5 D, San Jos\u00e9 del Cabo, 23405, Mexico\n\n  \u2022   Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and Cameron Del Pacifico S. De R.L. De C.V. for the operation of the Hyatt Ziva\u00ae resort at Carretera Barra de Navidad Km. 3.5, Zona Hotelera, 48300, Puerto Vallarta, Jalisco, Mexico\n\n  \u2022   Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and Cameron Del Caribe S. De R.L. De C.V. for the operation of the Hyatt Ziva\u00ae resort at Blvd. Kukulkan Km 9.5, Zona Hotelera, Punta Canc\u00fan, 77500, Canc\u00fan, Quintana Roo, Mexico\n\n\n\n\n\n  \u2022   Franchise Agreement dated as of August 9, 2013, amended and restated on January 31, 2014 between Hyatt and The Royal Cancun S. De R.L. De C.V. for the operation of the Hyatt Zilara\u00ae resort at Blvd. Kukulkan Km 11.5, Zona Hotelera, 77500 Canc\u00fan, Quintana Roo, Mexico; and\n\nWHEREAS, Hyatt and Playa have agreed to terminate the Master Development Agreement and to enter into this Agreement.\n\nNOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n\n1. First Offer for Development Opportunities. 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\").\n\nIf the Offering Party is required to offer the Receiving Party a Development Opportunity pursuant to this Section 1, the Offering Party must deliver written notice to the Receiving Party, together with reasonable due diligence information in the Offering Party's possession to enable the Receiving Party to evaluate the Development Opportunity (collectively, the \"Offer Notice\"). The Receiving Party will have ten (10) business days after receiving the Offer Notice to notify the Offering Party whether the Receiving Party exercises its right of first offer for that Development Opportunity. If the Receiving Party and exercises its right of first offer hereunder, and:\n\n(a) if the Receiving Party is Playa, then Playa (or its affiliate) and Hyatt's affiliate shall negotiate in good faith the terms of a management agreement and related documents under which Playa (or its affiliate) would manage a Hyatt All-Inclusive Resort on the Development Property (subject to a franchise agreement between Hyatt and the affiliate of Hyatt that would own the Development Property), provided that Hyatt's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice, and\n\n(b) if the Receiving Party is Hyatt, then Playa or its affiliate shall negotiate in good faith the terms of a franchise agreement and related documents for the operation (and, if applicable, development) of the Hyatt All-Inclusive Resort on the Development Property, provided that Playa's affiliate acquires the Development Property on terms acceptable to it within sixty (60) days after delivery of the Offer Notice.   2\n\n\n\n\n\nIf the Receiving Party declines its right of first offer with respect to any Development Opportunity, or fails to notify the Offering Party of its decision within the ten (10) business-day period described above, or if Hyatt's affiliate or Playa's affiliate (as applicable) fails to acquire the Development Property within the sixty (60)-day period described above, then the right of first offer with respect to that Development Opportunity shall expire, and the Offering Party thereafter may acquire, develop and/or operate (and/or grant any other person or entity the right to acquire, develop and/or operate) an all-inclusive resort or other business on the Development Property without any restriction under this Agreement, subject to any restrictions under any Existing Franchise Agreement or other agreement between Hyatt (or its affiliate) and Playa (or its affiliate).\n\n2. Introduction to Other Opportunities. If a third party (who is not an affiliate of Hyatt) approaches Hyatt during the Development Term with a proposed offer or arrangement, which Hyatt desires to accept, under which the third party would operate a Hyatt All-Inclusive Resort in the Market Area, and if that third party has not then already designated a management company to operate that Hyatt All-Inclusive Resort, then Hyatt agrees to provide notice to Playa and introduce Playa to that third party for purposes of enabling Playa (at its option) to negotiate for the opportunity to manage that Hyatt All-Inclusive Resort for that third party. Similarly, if a third party (who is not an affiliate of Playa) approaches Playa during the Development Term with a proposed offer or arrangement, which Playa desires to accept, under which Playa or its affiliate would manage an all- inclusive resort in the Market Area for that third party, and if that third party has not then already designated a brand under which that all-inclusive resort would operate, then Playa agrees to provide notice to Hyatt and introduce Hyatt to that third party for purposes of enabling Hyatt (at its option) to negotiate for the opportunity to provide that third party franchise rights to brand that resort as a Hyatt All-Inclusive Resort.\n\n3. Notices. Any notice required under this Agreement to be given by either Party to the other Party shall be in writing in the English language. Any required notice shall be effective two business days after it is sent by a recognized international courier service to the address of the other Party stated in this Agreement, or such other address as shall be notified to the other Party in writing, and any receipt issued by the courier service shall be conclusive evidence of the fact and date of sending of any such notice.\n\nContact details of the Parties are as follows:\n\nFor Hyatt: Hyatt Franchising Latin America Hyatt Hotels Corporation Hyatt Center - 12th Floor 71 South Wacker Drive Chicago, Illinois 60606 U.S.A. Attention: SVP Latin America Development   3\n\n\n\n\n\nwith a copy to:\n\nHyatt Hotels Corporation Hyatt Center - 12th Floor 71 South Wacker Drive Chicago, Illinois 60606 U.S.A. Attention: Executive Vice President, General Counsel\n\nFor Playa:\n\nPlaya Hotels & Resorts, B.V. c/o Playa Management USA LLC Playa Hotels & Resorts 1560 Sawgrass Corporate Parkway, Suite 310 Fort Lauderdale, Florida 33323 Attention: General Counsel\n\nor to such other address and to the attention of such persons as the Parties may designate by like notice hereunder.\n\n4. Choice of Law. All matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.). 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.\n\n5. Dispute Resolution.\n\n(a) All disputes arising out of or in connection with this Agreement shall to the extent possible be settled amicably by negotiation between the Parties within fifteen (15) days from the date of written notice by either Party of the existence of such dispute, and, failing such amicable settlement, shall be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce (\"Rules\"). To the extent there is any conflict between the Rules and the Federal Arbitration Act as it pertains to such arbitration, the Rules shall prevail.\n\n(b) The arbitration panel shall consist of:\n\n(i) one arbitrator in the event the aggregate damages sought by the claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000), and the aggregate damages sought by the counter-claimant are stated to be less than Five Hundred Thousand US Dollars (US$500,000); or   4\n\n\n\n\n\n(ii) three arbitrators in the event the aggregate damages sought by the claimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000), or the aggregate damages sought by the counterclaimant are stated to be equal to or exceed Five Hundred Thousand US Dollars (US$500,000).\n\nEach arbitrator (1) shall have no fewer than ten (10) years' experience in the international hotel business, (2) shall be licensed to practice law in the United States, and (3) shall not be a person, or an affiliate of a person, who has any past, present or currently contemplated future business or personal relationship with either Playa, Hyatt or any of their respective affiliates.\n\n(c) The place of arbitration shall be New York, New York (USA).\n\n(d) The language to be used in the arbitration shall be English.\n\n(e) The arbitrator(s) shall have the power to grant any remedy or relief that they deem just and equitable, including injunctive relief, whether interim and/or final, and any provisional measures ordered by the arbitrator(s) may be specifically enforced by any court of competent jurisdiction. Each Party hereto retains the right to seek interim measures from a judicial or other governmental authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.\n\n(f) An arbitral tribunal constituted under this Agreement may, unless consolidation would prejudice the rights of any Party, consolidate an arbitration hereunder with an arbitration under any Franchise Agreement between Hyatt (or its affiliate) and Playa (or its affiliate), if the arbitration proceedings raise common questions of law or fact. If two or more arbitral tribunals under these agreements issue consolidation orders, the order issued first shall prevail.\n\n(g) The Parties agree that the award(s) shall be binding upon Hyatt and Playa and each Party's parent company or companies (and all other Affiliates), principals, successors, and assigns, and that judgment on the award(s) may be entered in any court of competent jurisdiction, and the Parties waive any personal jurisdiction objections for the purpose of any enforcement proceedings under the 1958 United Nations Convention on the Recognition of Enforcement of Foreign Arbitral Awards. The arbitrator(s) may not award damages in excess of compensatory damages or otherwise in violation of the waiver in this Agreement.\n\n(h) Any award(s) shall be payable in U.S. Dollars. In the event that monetary damages are awarded, the award(s) shall include interest from the date of default to the date of payment of the award in full. The arbitrator(s) shall fix an appropriate rate of interest, compounded annually, which in no event shall be lower than the prime commercial lending rate charged by Hyatt's primary bank (as Hyatt may designate from time to time), to its most creditworthy commercial borrowers, averaged over the period from the date of the default to the date of the award.   5\n\n\n\n\n\n(i) Any award(s) rendered by the arbitrator(s) shall be final and binding on the parties, and each party hereby waives to the fullest extent permitted by law any right it may otherwise have under the laws of any jurisdiction to any form of appeal or collateral attack or to seek determination of a preliminary point of law by any courts (including any court within the Market Area or elsewhere).\n\n(j) The prevailing Party in any arbitration arising out of or related to this Agreement shall be entitled to recover from the losing Party all reasonable fees, costs and expenses incurred by the prevailing Party in connection with such arbitration (including any actions to enforce any award(s) or any of the provisions of this Section 5). If a Party prevails on some, but not all, of its claims, such Party shall be entitled to recover an equitable amount of such fees, costs and expenses as determined by the arbitrator(s). All amounts recovered by the prevailing Party under this Subsection shall be separate from, and in addition to, any other amount included in any award(s) rendered in favor of such Party pursuant to this Section 5.\n\n(k) Except as may be required by law, neither a Party nor its representatives nor a witness nor an arbitrator may disclose the existence, content, or results of any arbitration or amicable settlement under this Section 5 (collectively, \"Dispute Information\") without the prior written consent of both Parties. Each Party shall ensure that the Dispute Information is not disclosed to the press or to any other third person or entity without the prior consent of the other Party. The Parties shall coordinate with one another on all public statements, whether written or oral and no matter how disseminated, regarding the Dispute Information.\n\n6. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior understandings and writings between the Parties. No Party may rely on any alleged oral or written understandings, agreements, or representations not contained in this Agreement. Any policies that either Party adopts and implements from time to time to guide them in their decision-making are subject to change, are not a part of this Agreement, and are not binding on them.\n\n7. Representations and Warranties. Each Party represents and warrants that neither the execution of this Agreement nor the completion of the transactions contemplated hereby and thereby will (a) violate any provision of applicable law or any judgment, writ, injunction, order or decree of any court or governmental authority having jurisdiction over it; (b) cause a breach or default under any indenture, contract, other commitment or restriction to which it is a party or by which it is bound; or (c) require any filing, consent, vote or approval which has not been taken, or at the time when the transaction involved shall not have been given or taken. Each Party represents and warrants that as of the date hereof it has the full company power and authority to enter into this Agreement and to perform its respective obligations under this Agreement, and that such Party's execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of such Party.\n\n8. Amendment. The provisions of this Agreement shall not be supplemented or amended except by an instrument in writing executed and delivered by both Parties.   6\n\n\n\n\n\n9. Waiver. Failure of either Party at any time to require the performance by the other Party of any provision hereof shall in no way affect the full right to require such performance at any time thereafter. Hyatt and Playa will not waive or impair any right, power, or option this Agreement reserves because of any custom or practice that varies from this Agreement's terms; Hyatt's or Playa's failure, refusal, or neglect to exercise any right under this Agreement or to insist upon the other's compliance with this Agreement; Hyatt's or Playa's waiver of or failure to exercise any right, power, or option, whether of the same, similar, or different nature, with other Hyatt All-Inclusive Resorts or any other agreements between the parties and/or their affiliates; or Hyatt's or Playa's acceptance of any payments due from the other Party after any breach of this Agreement (unless such payments are made within any applicable cure periods).\n\n10. Binding Effect. 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.\n\n11. Severability. If any provision of this Agreement shall be determined to be void, illegal, or unenforceable under the law, all other provisions of this Agreement shall continue in full force and effect. The Parties are, in this event, obligated to replace the void, illegal or unenforceable provision with a valid, legal and enforceable provision which corresponds as far as possible to the spirit and purpose of the void, illegal, or unenforceable provision.\n\n12. Language and Counterparts. This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement and a Party may enter into this Agreement by executing a counterpart. This Agreement is executed in the English language, which shall prevail over any translation.\n\n13. No Representation Regarding Forecasts. In entering into this Agreement, Hyatt and Playa acknowledge that neither Playa nor Hyatt has made any representation to the other regarding forecasted earnings, the probability of future success or any other similar matter respecting the business contemplated under this Agreement and that Hyatt and Playa understand that no guarantee is made to the other as to any amount of income to be received by Hyatt or Playa or as to the future financial success of the business contemplated under this Agreement.\n\n14. Waiver of Non-compensatory 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. Both Parties acknowledge that they are experienced in negotiating agreements of this sort, and have had the advice of counsel in connection with, and fully understand the nature of, the waiver contained in this Section 14.   7\n\n\n\n\n\n15. Corrupt Practices. Neither Party, nor any person acting for or on behalf of such Party, shall make, and each Party acknowledges that the other Party will not make, any expenditure for any unlawful purposes (i.e. unlawful under the laws or regulations of the United States, the European Union or the Market Area) in the performance of its obligations under this Agreement or in connection with its activities in relation thereto. Neither Party, nor any person acting for or on behalf of such Party, shall, and each Party acknowledges that the other Party will not, bribe or offer to bribe any government official, any political party or official thereof, or any candidate for political office, for the purpose of influencing any action or decision of such person in their official capacity or any governmental authority of any jurisdiction.\n\nIN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment on the day and year first above written.   HYATT FRANCHISING LATIN AMERICA, L.L.C.     PLAYA HOTELS & RESORTS B.V.\n\nBy:  /s/ Peter Sears     By:  /s/ Bruce D. Wardinski   Name:  Peter Sears       Name:  Bruce D. Wardinski   Title:   President       Title:   Executive Director   8"}]}, {"title": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "Cooperation Agreement", "answer_start": 42}], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "each of the Company and the White Hat Parties, a \"Party\" to this Agreement, and collectively, the \"Parties\")", "answer_start": 499}, {"text": "White Hat Capital Partners GP LLC", "answer_start": 386}, {"text": "Sp\u00f4k Holdings, Inc.", "answer_start": 130}, {"text": "White Hat SP GP LLC", "answer_start": 260}, {"text": "(collectively, the \"White Hat Parties\")", "answer_start": 458}, {"text": "(the \"Company\"),", "answer_start": 174}, {"text": "White Hat Strategic Partners LP", "answer_start": 195}, {"text": "White Hat Capital Partners LP", "answer_start": 319}], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "June 18, 2020", "answer_start": 100}], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 16533}], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 12103}], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "This Agreement may not be assigned without the prior written consent of the other Party hereto.", "answer_start": 11016}], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "SPOKHOLDINGS,INC_06_19_2020-EX-10.1-COOPERATION AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.1\n\nCOOPERATION AGREEMENT\n\nThis Cooperation Agreement (\"Agreement\") is entered into as of June 18, 2020, by and between Sp\u00f4k Holdings, Inc., a Delaware corporation (the \"Company\"), and White Hat Strategic Partners LP, a Delaware limited partnership, White Hat SP GP LLC, a Delaware limited liability company, White Hat Capital Partners LP, a Delaware limited partnership, and White Hat Capital Partners GP LLC, a Delaware limited liability company (collectively, the \"White Hat Parties\") (each of the Company and the White Hat Parties, a \"Party\" to this Agreement, and collectively, the \"Parties\").\n\nRECITALS\n\nWHEREAS, the White Hat Parties have voting power or sole dispositive power or otherwise have beneficial ownership of 319,708 shares (the \"Current Position\") of the common stock, par value $0.0001 per share, of the Company (the \"Common Stock\") as of the date of this Agreement; and\n\nWHEREAS, as of the date of this Agreement, the Company and the White Hat Parties have determined to come to an agreement with respect to certain matters set forth below; and\n\nNOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties to this Agreement, intending to be legally bound, agree as follows:\n\n1. Board Nominations; Certain Information.\n\n(a) Brett Shockley (the \"New Director\") has provided the Company with responses to a Director and Officer Questionnaire customarily used for NASDAQ-listed companies and certain biographical information in compliance with Item 401 of Regulation S-K as promulgated by the Securities and Exchange Commission (the \"SEC\") (collectively, the \"Information\"), has executed all documents required to be executed by directors of the Company, and has cooperated with a background check. (b) Based on the Information, the Nominating and Governance Committee (the \"Nominating Committee\") of the Board of Directors (the \"Board\") of the Company and the Board have determined that the New Director may serve as an \"independent\" director of the Company in accordance with the rules and listing standards of the NASDAQ National Market and applicable rules and regulations of the Securities Exchange Commission (the \"SEC\"). (c) Concurrently with the execution of this Agreement, the Board shall increase the size of the Board by one and appoint the New Director to the Board to fill the resulting vacancy. Concurrently with the execution of this Agreement, the Board shall also appoint the New Director to the Nominating Committee. (d) Concurrently with the execution of this Agreement, the White Hat Parties shall send a letter to the Corporate Secretary and Treasurer of the Company irrevocably withdrawing (i) the nomination letter they previously sent to the Company on May 26, 2020, and, accordingly, (ii) their nomination (the \"Nominations\") of three directors for election to the Board at the Company's 2020 Annual Meeting of Stockholders (including any adjournments or postponements thereof, the \"2020 Annual Meeting\"). (e) The Nominating Committee and the Board shall take all necessary action to nominate Brett Shockley for election to the Board at the 2020 Annual Meeting, and to recommend his election and to support and solicit proxies in the same manner as the other candidates nominated by the Board in the Company's proxy statements for the 2020 Annual Meeting. (f) Nothing in this Agreement shall be deemed to abridge or limit the fiduciary duties of any member of the Board under Delaware law. 2. Representations of the White Hat Parties. The White Hat Parties represent and warrant to the Company as of the date hereof as follows: (a) 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. (b) Each of the White Hat Parties has the power and authority to execute and deliver this Agreement. This Agreement (i) has been duly and validly authorized by each of the White Hat Parties, and constitutes a legal, valid and binding obligation of each of the White Hat Parties, enforceable against each of the White Hat Parties in accordance with its terms except as may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights and general equitable principles, (ii) does not require the approval of any investor in or member of the White Hat Parties and (iii) does not violate any law, order of any court or any governmental agency or regulation or the charter or any organizational document\n\n\n\n\n\nExhibit 10.1\n\nof the White Hat Parties, or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the White Hat Parties or any of their respective assets is bound. 3. Representations of the Company. The Company represents and warrants to the White Hat Parties as of the date hereof that it has the corporate power and authority to execute and deliver this Agreement. This Agreement (i) has been duly and validly authorized by the Company and constitutes a legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms except as may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights and general equitable principles and (ii) does not violate any law, order of any court or any agency or regulation or the Company's Certificate of Incorporation or the Bylaws, or conflict with, result in a breach of or constitute a default under any agreement or instrument by which the Company or any of its assets or the assets of its subsidiaries are bound. 4. Voting Commitments. The White Hat Parties shall appear in person or by proxy for quorum purposes at the 2020 Annual Meeting, including any adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the White Hat Parties on the record date (if the 2020 Annual Meeting is within thirty (30) days of the anniversary of the Company's 2019 Annual Meeting of Stockholders, such number of shares shall be no less than 90% of the Current Position) for such meeting (i) in favor of all persons nominated by the Board to serve as directors of the Company and against any stockholder nominated candidate not endorsed by the Board, (ii) against the stockholder proposal made pursuant to Rule 14a-8 under the Exchange Act as disclosed to the White Hat Parties prior to the execution of this Agreement, (iii) to ratify the appointment of the Company's independent registered public accounting firm, and (iv) in accordance with the Board's recommendation with respect to the Company's \"say-on-pay\" proposal and new equity compensation plan (collectively, the \"2020 Proposals\"), provided, that with respect to the proposals described in clauses (ii) through (iv) of this Section 4, the White Hat Parties may vote in accordance with the recommendation of Institutional Shareholders Services to the extent such recommendation differs from the voting commitments set forth herein and provided that the White Hat Parties do not publicly disclose their vote on such proposals if it differs from the Board's recommendation; and provided, further, that White Hat Parties shall have the right to vote the shares of Common Stock beneficially owned by the White Hat Parties in their sole discretion with respect to all other proposals brought before the 2020 Annual Meeting. The White Hat Parties shall provide written evidence of the votes made in accordance with the foregoing sentence to the Company no later than ten business days before the 2020 Annual Meeting. 5. Support Period Covenants. 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: (a) attempt to call a special meeting of stockholders of the Company; or (b) make a request for any stockholder list or other Company books and records, whether pursuant to Section 220 of the Delaware General Corporation Law or otherwise. 6. Press Release. The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties and shall not make any other public disclosure relating to this Agreement or the transactions contemplated herein without the prior review and good faith consideration of any comments made by the White Hat Parties. The White Hat Parties agree that they shall not issue a press release regarding the subject matter of this Agreement for a period of three (3) months after the date of this Agreement. 7. Miscellaneous. (a) Specific Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain. Moreover, in the event of the breach of any of the provisions of this Agreement, timeliness in obtaining relief is of the essence. (b) Amendments; Waiver. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally or in writing without a writing signed by the Parties. No delay on the part of either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either Party of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. (c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. This Agreement may not be assigned without the prior written consent of the other Party hereto. (d) No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the\n\n\n\n\n\nExhibit 10.1\n\nsole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity. (e) Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law; Choice of Venue. (i) 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. (ii) Each Party (A) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (B) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (C) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and each Party irrevocably waives the right to trial by jury and (D) each Party irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such Party's principal place of business or as otherwise provided by applicable law. (h) Reimbursement. The Company shall reimburse the White Hat Parties for their out-of-pocket expenses, including the fees and expenses of counsel, incurred in connection with their engagement with the Company, the Nominations and the negotiation of, and all matters arising under this Agreement; provided, however, that such reimbursement shall not exceed $55,000. (i) Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision in this Agreement. (j) Interpretation and Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each Party, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation. (k) Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof. (l) Notices. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by e-mail to the e-mail address for a Party set forth below; and (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses for such communications shall be:\n\n\n\n\n\nExhibit 10.1\n\nIf to the Company or the Board:\n\nSp\u00f4k Holdings, Inc. 6850 Versar Center, Suite 420 Springfield, Virginia 22151-4148 Attention: Vince Kelly Email: vince.kelly@spok.com\n\nwith a copy (which shall not constitute notice) to:\n\nLatham & Watkins LLP 555 Eleventh Street, NW Suite 1000 Washington, D.C. 20004 Attention: William O'Neill and Christopher Drewry E-mail: William.O'Neill@retiredpartner.lw.com and Christopher.Drewry@lw.com\n\nIf to the White Hat Parties:\n\nWhite Hat Capital Partners LP 150 East 52nd Street 21st Floor New York, NY 10022 Attention: David Chanley and Mark Quinlan Email: DChanley@whitehatcp.com and MQuinlan@whitehatcp.com\n\nwith a copy (which shall not constitute notice) to:\n\nOlshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 Attention: Elizabeth Gonzalez-Sussman E-mail: egonzalez@olshanlaw.com\n\n(m) Termination. 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.\n\n\n\n\n\nExhibit 10.1\n\nIN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.\n\nSp\u014dk Holdings, Inc. By: /s/ Vincent D. Kelly Name: Vincent D. Kelly Title: President and Chief Executive Officer\n\n\n\n\n\nExhibit 10.1\n\nWhite Hat Strategic Partners LP\n\nBy: White Hat SP GP LLC, its General Partner\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member\n\nWhite Hat SP GP LLC\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member\n\nWhite Hat Capital Partners LP\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Partner\n\nWhite Hat Capital Partners LP\n\nBy: /s/ Mark Quinlan Name: Mark Quinlan Title: Managing Member"}]}, {"title": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "JOINT FILING AGREEMENT", "answer_start": 13}], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "ADAM D. PORTNOY", "answer_start": 595}, {"text": "ABP TRUST", "answer_start": 513}], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "January 22, 2020", "answer_start": 489}], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "RMRGROUPINC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Schedule 13G/A with respect to the shares of Class A Common Stock, $0.001 par value per share, of The RMR Group Inc., dated as of December 31, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. January 22, 2020 (Date) ABP TRUST /s/ Adam D. Portnoy (Signature) Adam D. Portnoy, President (Name/Title) ADAM D. PORTNOY /s/ Adam D. Portnoy (Signature) 10"}]}, {"title": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "COMPLEHON AGREEMENT AND UQITDITV MAINTENANCE AGREEMENT", "answer_start": 65}], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Prime", "answer_start": 304}, {"text": "PRIMEEVERGY CORPORATION", "answer_start": 4711}, {"text": "PRIME OFFSHORE L.L.C.", "answer_start": 4825}, {"text": "Guaranty", "answer_start": 254}, {"text": "GUARANTY BANK", "answer_start": 233}, {"text": "Offshore", "answer_start": 292}], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "June 29, 2006", "answer_start": 177}], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "June 29, 2006", "answer_start": 177}], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 4395}], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "PRIMEENERGYRESOURCESCORP_04_02_2007-EX-10.28-COMPLETION AND LIQUIDITY MAINTENANCE AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "EXHIBIT 10.23\n\nCOMPLETION AND LIOUDm MAINTENANCE 4GRFFMFST\n\nTHIS COMPLEHON AGREEMENT AND UQITDITV MAINTENANCE AGREEMENT ( 'Agreement\") {5 made and entered into effective as of  June 29, 2006 between PRIMEEVERG\\'CORPORATION ( Time\"), GUARANTY BANK, FSB ('Guaranty\") and PRIME OFFSHORELT.C. T: Offshore\"!\n\nPrime is the majority shareholder of Prime Offshore L.L.C. COffshore\"! Offshore and Guaranty are parties to a Credit Agreement dated June 29,  2006, by and between Offshore as Borrower and Guaranty, as Agent and Lender i \"Credit Agreement'T wherein Guaranty is loaning certain funds  to Offshore to drill and complete wells and construct, install and operate in-field and flow pipelines, caissons, platforms and production facilities  for wells m South Padre Island Area OCS Blocks 1113, 1059, 1060, 1073 and 1133 and North Padre Island Area OCS Block 998 T'Derelopment  Project\").\n\n1. Completion Commrtiryr.t\n\nEach of the South Padre Island Area OCS Blocks 1113,1059,1060,1073 and 1133 and the North Padre Island Area OCS Block 998 shall be defined  as a \"Project Field.''\n\nFor purposes ofthis Agreement, Project Completion shall consist oftwo components and be defined as:\n\nA) each Project Field in the Development Project having all planned in-field and flow pipelines, caissons, platforms and production facilities  for all the wells in such Project Field, for which Guaranty has loaned funds, installed and operationalsuch that the production from all such  wells can be transported to a readily available sales point for naturalgas. In addition, for each Project Field, Project Completion will include,  but not limited to:\n\na) obtaining required permits, easements and governmental approvals;\n\nb) executing necessary\" construction contract(s);\n\nc) completing tests considered usual and customary\" and required to be conducted with results tn accordance with those necessary\" to  permit operations;\n\nd) ensuring that each Project Field is free and clear of all bens other than those in favor of Guaranty and Permitted Liens under the Credit  Agreement and:\n\ne) causing all costs of the Development Project to be paid when due; and,\n\nB) the 12-inch loop pipeline fromNorth Padre Island Area OCS Block 996 to the pipeline owned by the Williams Companies Inc. having been  constructed and installed in accordance with the plans and specifications in the construction contracts).\n\n\n\n\n\nAs consideration for Guaranty entering into the Credit Agreement to provide such loans for the Development Project and to ensure Project  Completion. Prime absolutely and unconditionally warrants to Guaranty to fund the payment to Offshore of all costs that exzeed the available  commitments under the Credit Agreement, including interest, for Project Completion. In the event Offshore is in Default under Section 7.1(f), (g),  (h) and/or (i) ofthe Credit Agreement, then Prime absolutely and unconditionally warrants to Guaranty\" the assumption of all costs for Project  Completion.\n\n2. Licuieitv Maintenance\n\nPrime will, during the term of the Credit Agreement, maintain liquidity consisting of unused revolver availability\" under the Credit Agreement dated  December!, 2002, as amended, with Prime et aland Guaranty, and/or unrestricted cash and cash equivalents of $25,000,000. This required liquidity\"  win reduce dollar-for-dollar with any additional shareholder advance s and increase dollar-for-dollar to a maximum of $21,000,000 with any  repayment of shareholder advances. To the extent that shareholder repayment has occurred, Prime agrees to fund additional shareholder loans  equal to the amount repayed by the shareholder, as needed to ensure Project Clomp let ion\n\nThis Agreement shall remain in force until each component ofProject Completion is satisfied. Once a component is satisfied, Prime's absolute and  unconditional warranty to Guaranty to fund the payment to Offshore of ad costs that esceed the available commitments under the Credit  Agreement for that conponent, including interest, wid ejpire.\n\nPrime understands that a breach ofobligations under this Agreement would result in an Event ofDefault under the Credit Agreement with  Offshore that would permit Guaranty to pursue its available remedies under the Credit Agreement. Offshore is executing this Agreement to  acknowledge that a breach ofthis Agreement would result in an Event ofDefault under the Credit Agreement.\n\nThis 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.\n\nThis agreement is executed the date first hereinafter written,\n\nPRIMEEVERGY CORPORATION By:-*\" Beverly A. Cummings______ Beverly A. Cummings  Executive Vice President\n\n-2 -\n\n\n\n\n\nPRIME OFFSHORE L.L.C. Byi'Sj' JimR- Brcck___________________ JiinE. Brcck President and Chief Financial Officer\n\n\n\n\n\nGUARANTY BANK, FS B  ' Kelly L. ELmcre. El  Kell)r L Ebncre. IH  Senicr Vice Press idenl"}]}, {"title": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "ODM SUPPLY AGREEMENT", "answer_start": 339}], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "AGAPE ATP INTERNATIONAL HOLDING LIMITED", "answer_start": 149}, {"text": "'the Manufacturer'", "answer_start": 515}, {"text": "'the Customer'", "answer_start": 680}, {"text": "ORGANIC PREPARATIONS INC.", "answer_start": 32}], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "15t h day of January 2018", "answer_start": 390}], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "This agreement commences upon execution of this document.", "answer_start": 1113}], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "This agreement is for a term of ten (10) years.", "answer_start": 1180}], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 1240}], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [{"text": "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. 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.", "answer_start": 1240}], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": false}, {"answers": [{"text": "This agreement shall be governed by the Laws of England (English common and statutory Law).", "answer_start": 11594}], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 17205}], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [{"text": "The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products.", "answer_start": 16803}, {"text": "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.", "answer_start": 4273}, {"text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.", "answer_start": 12332}, {"text": "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.", "answer_start": 12639}], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 12639}], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": false}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 12098}], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": false}, {"answers": [{"text": "If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable.", "answer_start": 10014}, {"text": "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.", "answer_start": 10206}], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer.", "answer_start": 15095}, {"text": "On either party assigning or attempting to assign this agreement without the prior written consent of the other party.", "answer_start": 9752}, {"text": "The Manufacturer may not transfer or assign any of its rights or obligations under this agreement without the prior written consent of the Customer.", "answer_start": 14946}], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "Minimum Annual Product Performance Requirements are listed below: Product Name: Agreed Quantity of Units to be purchased per Annum: ATP 1 S Survivor Select 150gm packaged 15,000 ATP 2 Energized Mineral Concentrate 29.5mL packaged 20,000 ATP 3 Ionized Cal-Mag 114gm packaged 15,000 ATP 4 Omega Blend 250mL packaged 15,000 ATP 5 BetaMaxx 150gm packaged 15,000 AGP 1 Iron 29.5mL packaged 1000 YFA Young Formula 450gm packaged 3000 ORYC Organic Soap 150gm packaged 2500", "answer_start": 19846}, {"text": "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.", "answer_start": 16593}, {"text": "The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement.", "answer_start": 12332}], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [{"text": "The Manufacturer has appointed the Customer the copyright holder of both the English and the Chinese version of the book How to achieve Super Health beyond 2000 - Advanced Edition, authored by Frank D.P. Ellis and Dr. Michael Tait M.D.", "answer_start": 17635}], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 12639}], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": false}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 6118}], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": false}, {"answers": [{"text": "The Manufacturing Companies utilised by the Agent to manufacture the products listed in Schedule A of this agreement shall maintain throughout the term of this agreement product liability insurance issued by a reputable insurance company under standard terms and conditions in the industry to cover the liability of the Customer and to indemnity the Customer from any costs, expenses, loss or damages resulting from any act, neglect or default of the company.", "answer_start": 7688}, {"text": "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.", "answer_start": 8152}], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "ODM - SUPPLY AGREEMENT BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. Vanuatu \"the Manufacturer\" -- AND -- AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong \"the Customer\"\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\nODM SUPPLY AGREEMENT THIS AGREEMENT is made on the 15t h day of January 2018. BETWEEN: ORGANIC PREPARATIONS INC. 2nd Floor, Transpacific Haus Lini Highway, Port Vila. Vanuatu ('the Manufacturer') of one part AND: AGAPE ATP INTERNATIONAL HOLDING LIMITED Unit 05, 4F, Energy Plaza No. 92, Granville Road Tsim Sha Tsui East Kowloon, Hong Kong ('the Customer') of the other part. RECITALS a. The Manufacturer wishes to appoint the Customer to be the sole and exclusive agent for the promotion, sales, marketing distribution and administration of the Products listed in schedule A of this agreement. b. The Manufacturer and the Customer wish to record their agreement under the stipulations of this Agreement. NOW IT IS AGREED as follows:- 1. TERMS OF AGREEMENT 1.1 Commencement This agreement commences upon execution of this document. 1.2 Term This agreement is for a term of ten (10) years. 1.3 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. 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. ODM Supply Agreement 2 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n2. PROVISION OF DOCUMENTATION 2.1 Provision by the Manufacturer The Manufacturer agrees to supply to the Customer, within a reasonable period of time, all documentation and information relating to the Products and their Manufacture as is required for the registration of the Products in the Territories as listed in Schedule C of this document. The party responsible for documentation fees and costs will be the Customer. 2.2 Provision by the Customer The Customer agrees to supply to the Manufacturer at its own expense, within a reasonable period of time, all documentation and information as is reasonably required by or would be beneficial to the Manufacturer in the performance of its obligations under this agreement. 3. COVENANTS BY THE MANUFACTURER 3.1 Compliance with Local Laws and Regulations The Manufacturer covenants that it is and will remain for the term of this agreement in compliance with any and all Local Laws and Regulations. This includes without limitation laws relating to business practice, workplace relations, safety and taxation. 3.2 Manufacturing standards The Manufacturer covenants that it is and will remain for the term of this agreement in compliance with all International standards in production and manufacturing. 3.3 Packaging The Manufacturer covenants that it is and will remain for the term of this agreement in compliance with any and all packaging laws and regulations in all of the Territories. 3.4 Ability to Perform The Manufacturer covenants that it is willing and able to perform any and all of its obligations under this agreement. 3.5 Intellectual Property 3.5 (a) The Manufacturer covenants that the Products are clear of any Intellectual Property claims by third parties and that the Customer has full rights to sell and market the Products worldwide. The Manufacturer indemnifies the Customer for the same. ODM Supply Agreement 3 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n3.5 (b) The composition of the below individuals is also relevant and related to the Intellectual Property of the Manufacturer. The following names listed as Medical Team members, and any subsequent consultations in that capacity, are considered the Intellectual Property of The Manufacturer: 1. Dr Lily Tomas 2. Dr Bernd Friedlander 3. Mr Markus Eistert 4. Dr Ed Smith 5. Mr Vic Cherikoff 6. Dr Pavel Yutsis 7. Dr Michael Tirant 8. Mr Frank Ellis 9. Mr Peter Davids 10. Dr Rutledge Taylor The list shall be expanded and added to in future addendums to this agreement. 3.6 Sale of Product 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. 4. COVENANTS BY THE CUSTOMER 4.1 Compliance with Local Laws and Regulations The Customer covenants that it is and will remain for the term of this agreement in compliance with any and all Local Laws and Regulations. This includes without limitation laws relating to business practice, workplace relations, safety and taxation. 4.2 Ability to Perform The Customer covenants that it is and will remain for the term of this agreement willing and able to perform any and all of its obligations under this agreement. 4.3 Market Penetration The Customer covenants to give its best endeavours to establish and develop a market for the Products in the Territories with maximum market penetration. ODM Supply Agreement 4 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n5. SHIPPING AND PAYMENT TERMS 5.1 Shipping Products delivered pursuant to the terms of this Agreement shall be suitably packed for shipment in the Manufacturer's standard shipping cartons, marked for shipment to the destination specified in the Customer's Purchase Order, and delivered to the destination Ex Works. The Customer agrees to pay freight, insurance and any associated expenses. The Customer agrees to help the Manufacturer select the most appropriate carrier for each of the Territories. All freight, insurance, and other shipping expenses shall be paid by the Customer. 5.2 Guarantee of packaging quality The Manufacturer further guarantees that the Products, when shipped, are packaged in such a way as to be protected from any foreseeable damage during shipment. 5.3 Rejection of defective products 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. Products not rejected within the foregoing time periods shall be deemed accepted by the Customer. In the event that the Manufacturer determines that the returned Product is defective and properly rejected by the Customer, the Manufacturer shall credit to the Customer the value of the defective product and the associated shipping costs. 5.4 Payment terms Unless separate payment terms are agreed to outside of this Agreement by both parties in writing, payment terms will be as follows: (i) 50% of the Total Order Cost must be paid on placement of the customer's order. (ii) The remaining 50% of the total order cost must be paid prior to the goods leaving the warehouse of the manufacturer. The Manufacturer will notify the Customer when the goods are ready for shipment prior to the goods leaving the warehouse. ODM Supply Agreement 5 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n6. INDEMNITY / INSURANCE 6.1 The Manufacturing Companies utilised by the Agent to manufacture the products listed in Schedule A of this agreement shall maintain throughout the term of this agreement product liability insurance issued by a reputable insurance company under standard terms and conditions in the industry to cover the liability of the Customer and to indemnity the Customer from any costs, expenses, loss or damages resulting from any act, neglect or default of the company. 6.2 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. 7. BREACH / TERMINATION 7.1 Notice of Breach Each party has an obligation to notify immediately the other party of any breach of this agreement. 7.2 Rectification of Breach Where the breach is rectifiable, the breaching party has 21 days from the date of notification of its breach to rectify. Following the expiry of this period, the non-breaching party may execute any rights it may have both in law and under this agreement. 7.3 Rights to termination Without prejudice to any right or remedy both parties may have against each other for breach or non-performance of this Agreement each party shall have the right to summarily terminate this Agreement: (a) On the committing of a material breach of this agreement providing that where the breach is capable of rectification the breaching party has been advised in writing of the breach and has not rectified it within twenty-one (21) days of receipt of such advice. (b) On the commencement of the winding up or bankruptcy of either party or on the appointment of a receiver of the distributor's assets or on either party ceasing to do business at any time for thirty consecutive days (other than for annual holidays). (c) On either party for any reason (other than a default of the other party) being substantially prevented from performing or becoming unable to perform its obligations under this agreement. (d) On either party assigning or attempting to assign this agreement without the prior written consent of the other party. ODM Supply Agreement 6 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n(e) If control of either party shall pass from the present shareholders or owners or controllers to other persons whom the other party shall in their absolute discretion regard as unsuitable. (f) 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. The termination of this agreement shall be without prejudice to the rights of either party to payment or other claims due or accrued up to the termination of this agreement. For termination to be effective, written notice of termination must be served on the other party. Where valid, termination takes effect immediately upon service. 8. ARBITRATION 8.1 Any and all disputes, claims or differences arising out of or relating to this agreement or the alleged breach thereto shall be settled by mutual consultation between the parties in good faith as promptly as possible but failing such amicable settlement, shall be decided by Arbitration by the Arbitration Committee of the International Chamber of Commerce located in Switzerland. 8.2 The language to be used in the Arbitration proceedings shall be English. 8.3 The award/decision of the Arbitration Committee shall be final and binding on both the parties and enforceable in any jurisdiction. 9. COSTS Each of the parties shall bare its own legal costs and expenses incurred by it in connection with this agreement and any stamp duty payable under this agreement shall be borne by equally by both parties. 10. GOVERNING LAW This agreement shall be governed by the Laws of England (English common and statutory Law). 11. INTELLECTUAL PROPERTY 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\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n12. 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. 13. APPOINTMENT AND GRANT OF LICENSE 13.1 The Manufacturer hereby appoints the Customer to be the sole and exclusive agent for the promotion, sales, marketing, distribution and administration of the products listed in schedule A of this agreement based on minimum annual product purchase requirements as listed in Schedule B of this agreement. 13.2 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. 14. MISCELLANEOUS PROVISIONS 14.1 Notice Any notice to be served under this agreement must be served by sending it to the usual business address of the recipient by ordinary mail, facsimile, or personal delivery, and in the case of ordinary mail service will be deemed to occur one (1) day after the date of posting, and in all other cases deemed to occur on the same day. 14.2 Entire Agreement This agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements relating thereto, written or oral, between the parties. Amendments to this agreement must be in writing, signed by the duly authorized officers of the parties. The terms of any purchase order are expressly excluded 14.3 Conflicting Terms The parties agree that the terms and conditions of this agreement shall prevail, notwithstanding contrary or additional terms, in any purchase order, sales acknowledgment, confirmation or any other document issued by either party effecting the purchase and/or sale of Products. 14.4 Severability If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect. The parties agree to renegotiate in good faith those provisions so held to be invalid to be valid, enforceable provisions which provisions shall reflect as closely as possible the original intent of the parties, and further agree to be bound by the mutually agreed substitute provisions. ODM Supply Agreement 8 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n14.5 No Implied Waivers The failure of either party at any time to require performance by the other of any provision hereof shall not affect the right of such party to require performance at any time thereafter, nor shall the waiver of either party of a breach of any provision hereof be taken or held to be a waiver of a provision itself. 14.6 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. The Customer may not freely transfer or assign its rights or obligations under this agreement without the prior written consent of the Manufacturer. Subject to the foregoing, this agreement will be binding upon and inure to the benefit of the parties hereto, their successors and assignees. 14.7 Force Majeure Neither party to this agreement is liable to the other for a breach of this agreement when the breach is as a result of the occurrence of one of the events below: (i) The outbreak of hostilities (whether or not accompanied by any formal declaration of war), riot, civil disturbance, or acts of terrorism; or (ii) The act of any government or competent authority (including the cancellation or revocation of any approval, authority or permit); or (iii) Fire, explosion, flood, inclement weather, or natural disaster; or (iv) The declaration of a state of emergency or the invocation of martial law having an effect on commerce generally; or (v) Industrial action (including strikes and lock-outs) that is of a widespread nature affecting the Principal solely or the industry or sector of which the Principal is a part (whether in a vertical sense or horizontal sense); or (vi) Any other cause, impediment or circumstance beyond the reasonable control of any party. Where the occurrence of one of the above events is to any extent as a result of an act or omission of the breaching party, this section will not apply. 14.8 New Products Designed, Formulated and Supplied by the Manufacturer 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. The Manufacturer agrees to give the Customer exclusive rights to the marketing, promotion and sales of the new products should the Customer decide to take on the new products. ODM Supply Agreement 9 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\n14.9 Other products outside of the product range listed in schedule A of this document 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. 14.10 HOW TO ACHIEVE SUPER HEALTH BEYOND 2000 - ADVANCED EDITION BOOK The Manufacturer has appointed the Customer the copyright holder of both the English and the Chinese version of the book How to achieve Super Health beyond 2000 - Advanced Edition, authored by Frank D.P. Ellis and Dr. Michael Tait M.D. This appointment shall be deemed valid provided the Customer fulfils and maintains the criteria of this agreement. The Customer will provide the Manufacturer with prior notification of printing runs of the book and the quantity of books to be printed in each run. The Customer will compensate the Manufacturer the amount of AUS $1.00 per book prior to printing. ODM Supply Agreement 10 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\nEQUITY HOLDINGS LIMITED by the duly authorised Officer: __________________________________ ____________________________ Common Seal of Organic Preparations INC.  was hereunto affixed in the presence of Duly authorized to sign on behalf of Organic Preparations INC. Date 15 JANAURY, 2018 In the presence of: Witness Signature ____________________ Date 15 JANAURY, 2018 Witness Name Mercy Saula Address 2nd Floor, Transpacific Hous, Port Vila, Vanuatu. Signed under common seal of Agape ATP International Holding Limited with authority of the board. Signature ______________ Name How Kok Choong ______________________ Common Seal of Agape ATP International Holding Limited Date 31 JANAURY, 2018 In the presence of: Witness Signature ___________________________ Date 31 JANAURY, 2018 Witness Name Ku Suat Hong Address 17-1, 17-2, 17-3, 17-4, Wisma Laxton, Jalan Desa,Taman Desa, Off Jalan Klang Lama, 58100 Kuala Lumpur. ODM Supply Agreement 11 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\nSCHEDULE A - The Products at Commencement Product names: ATP 1S Survivor Select ATP 2 Energized Mineral Concentrate ATP 3 Ionized Cal-Mag ATP 4 Omega Blend ATP 5 BetaMaxx AGP 1 Iron YFA Young Formula ORYC Organic Soap SCHEDULE B - Minimum Annual Product Performance Requirements Performance targets have been discussed between the Manufacturer and the Customer to determine fair and reasonable performance targets. Minimum Annual Product Performance Requirements are listed below: Product Name: Agreed Quantity of Units to be purchased per Annum: ATP 1 S Survivor Select 150gm packaged 15,000 ATP 2 Energized Mineral Concentrate 29.5mL packaged 20,000 ATP 3 Ionized Cal-Mag 114gm packaged 15,000 ATP 4 Omega Blend 250mL packaged 15,000 ATP 5 BetaMaxx 150gm packaged 15,000 AGP 1 Iron 29.5mL packaged 1000 YFA Young Formula 450gm packaged 3000 ORYC Organic Soap 150gm packaged 2500 ODM Supply Agreement 12 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019\n\n\n\n\n\nSCHEDULE C - THE TERRITORIES The Territories consisting of the following Countries: Global - All countries ODM Supply Agreement 13 Organic Preparations INC. & Agape ATP International Holding Limited\n\nSource: AGAPE ATP CORP, 10-K/A, 12/2/2019"}]}, {"title": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "Program Content License Agreement", "answer_start": 257}], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Phoenix Satellite TV", "answer_start": 495}, {"text": "Party B", "answer_start": 810}, {"text": "Beijing Tianying Jiuzhou Network Technology Co., Ltd.", "answer_start": 124}, {"text": "Party A", "answer_start": 482}, {"text": "Phoenix Satellite Television Company Limited", "answer_start": 67}], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "November 24, 2009", "answer_start": 182}], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of  each Party and have a term of five (5) years commencing as of the effective date hereof.", "answer_start": 17523}, {"text": "November 24, 2009", "answer_start": 182}], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of  each Party and have a term of five (5) years commencing as of the effective date hereof.", "answer_start": 17523}], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "The execution, validity, interpretation, enforcement and dispute resolution of this Agreement shall be governed by the PRC Law.", "answer_start": 19331}], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 6276}], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [{"text": "negotiate in good faith the content, method and fees of such services.", "answer_start": 6907}, {"text": "If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such  services in writing.", "answer_start": 6443}, {"text": "If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third  parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall", "answer_start": 6606}], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": false}, {"answers": [{"text": "In the event that     8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other  Party's written notice thereof, then the non-breaching Party may terminate this Agreement;     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", "answer_start": 15371}], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 20620}], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [{"text": "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", "answer_start": 9592}], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services  provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein.", "answer_start": 7465}], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "Without  Party A's permission in writing, Party B may not disclose or sublicense the Program Content to any third party, except for the Program  Content related to Party B Business.", "answer_start": 13237}], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.17    Program Content License Agreement     between     Phoenix Satellite Television Company Limited     and     Beijing Tianying Jiuzhou Network Technology Co., Ltd.     November 24, 2009\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n     Program Content License Agreement     This Program Content License Agreement (\"Agreement\") is entered into between the following two parties on November 24, 2009 in Beijing:     Phoenix Satellite Television Company Limited (\"Party A\" or \"Phoenix Satellite TV\"), a foreign enterprise duly established and validly existing  under the laws of Hong Kong     Registered Address: No. 2-6, Dai King Street, Taipo Industrial Estate, Taipo, N. T., H.K.     Authorized Representative: Cui Qiang     and     Beijing Tianying Jiuzhou Network Technology Co., Ltd. (\"Party B\"), a limited liability company duly registered and validly existing under PRC laws     Address: Floor 5 Information Building, No. 12 Zhongguancun South Street, Haidian District, Beijing 100081 China     Legal Representative: Qiao Hai Yan     Party A and Party B are hereinafter referred to individually as a \"Party\" and collectively as \"Parties\".     WHEREAS:     1. Party A owns copyrights and other related rights to the programs listed in Exhibit 1 hereto, as amended from time to time;     2. In accordance with the \"Agreement Between Phoenix Satellite TV and Phoenix New Media Regarding Cooperation in the Fields of Content,  Branding, Promotion and Technology\" dated November 24, 2009 between Phoenix Satellite Television Holdings Limited and Phoenix  Online (Beijing) Information Technology Co., Ltd., Party B has the right to operate the Phoenix Satellite TV Websites (defined below)  and Other Websites (defined below), provide Internet information services such as news, entertainment, and business information, as  well as computer information services through such websites and transfer information from Phoenix Satellite TV to mobile network  clients, and authorize the use of the Phoenix Satellite TV program content by other information network service providers (collectively,  \"Party B Business\"); and     3. Both Parties agree that Party A will provide the program content of Phoenix Satellite TV to Party B, subject to the terms and conditions hereof.     2\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n     NOW, THEREFORE, upon amicable consultation based on principles of equality, mutual benefit and complementary advantage, the Parties have  reached this Agreement as follows:     ARTICLE ONE DEFINITION     1.1 Unless otherwise referenced herein, each of the terms used herein shall have the meaning ascribed to it below:     (i) \"Affiliate\", with respect to any Party hereto, shall mean any legal person, non-legal person economic organization, or natural person,  which owns a controlling interest in, or which is controlling, controlled by or under common control with, such Party, directly or  indirectly.     As used in this Agreement, \"control\" means the power of any person to direct or cause the direction of management and policies  of another party on account of such person's ownership of equity interest, voting right, the right to appoint directors, by contract  or otherwise.     (ii) \"Business Day\" shall mean a date on which commercial banks open for business, other than Saturdays, Sundays and public holidays  in mainland China.     (iii) \"Intellectual Property Right\" shall mean authorship right, proprietary trademark right, patent right, business secret ownership right  and other intellectual property right under PRC Law.     (iv) \"Other Websites\" shall mean Internet websites whose domain name are licensed by Party A or its Affiliate to Party B and which are  operated and managed by Party B upon Party A's approval in writing, other than the Phoenix Satellite TV Websites.     (v) \"Phoenix Satellite TV Websites\" shall mean Internet websites which have the domain name of www.ifeng.com, www.phoenixtv.com  or www.phoenixtv.com.cn.     (vi) \"Program Content\", with respect to this Agreement, shall mean all program content set forth in Exhibit 1 to which Party A owns  Internet and media copyrights and which are required for Party B Business, including but not limited to programs on news, policy  trends, entertainment, business and economic trends.     3\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n     (vii) \"Program Content Collection\" shall mean the collection of Program Content from Phoenix Satellite TV's Chinese Channel, other  professional news media, or other information sources.     (viii) \"PRC Law\" shall mean all laws, ordinances, rules, orders, notices, regulations and other regulatory documents having legal binding  force, as promulgated from time to time prior to and after the date on which this Agreement becomes effective.     (iv) \"Taxes\" shall mean taxes and fees of all kinds, including all taxes collected in China (including by the central PRC government and  various local governments) and in any other jurisdiction, including but not limited to all kinds of ownership tax, interest tax, value  added tax, stamp tax, and land and property use tax collected or levied on capital, profit, revenue, sales, or any other taxable item;  all duties, fees, deductions, withholding tax, withholding income tax, or penalties or other payment in connection with taxes; and  the term \"Taxes\" shall be interpreted accordingly.     (v) \"Third Party\", with respect to this Agreement, shall mean any company, enterprise, other economic organization or individual, other  than the Parties hereto.     ARTICLE TWO BASIC PRINCIPLES OF THE LICENSE     2.1 Party B may use the Program Content licensed by Party A only in Party B Business. 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.     2.2 The Parties shall provide the services hereunder fairly and reasonably as if they were unaffiliated entities in an arm's-length transaction.     2.3 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.     2.4 If other services are required by Party B in Party B Business, Party B shall first provide Party A with the content and requirements of such  services in writing. If Party A indicates expressly in writing that it refuses or is unable to provide such services, Party B may turn to third  parties for such other services; if, however, Party A agrees to provide such services, then the Parties shall      4\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n        negotiate in good faith the content, method and fees of such services.     2.5 In the event of any delay, non-performance or partial performance of any obligations hereunder by Party A, Party A shall give Party B prompt  notice in writing and make best effort to assist Party B in obtaining identical or similar program content from other channels.     2.6 During the course of Party A's provision of the services hereunder, Party B shall provide all assistance reasonably required by Party A.     ARTICLE THREE SERVICE SCOPE AND METHOD OF PROVISION     3.1 Both Parties agree that Party A shall license the Program Content required in Party B Business to Party B, and Party B shall accept the services  provided by Party A, to the extent, at the time or times, and in the manner as agreed to by the Parties herein.     3.2 The Program Content to be licensed by Party A to Party B shall be as set forth in Exhibit 1 hereto, as updated from time to time. If the Program  Content required by Party B is beyond that listed on Exhibit 1, as updated from time to time, Party B shall send its written request to  Party A promptly and the latter shall license the Program Content described in the preceding phrase to Party B to the extent it has power  to do so in accordance with this Agreement.     3.3 In each May during the term of this Agreement, both Parties shall update and adjust the scope of Program Content listed in Exhibit 1 and the  Program Content so adjusted shall be the Program Content to be licensed by Party A to Party B for the period of time from May of such  year to the next succeeding May. The then adjusted scope of Program Content shall constitute an exhibit hereto and process equal  validity as this Agreement.     ARTICLE FOUR SERVICE FEE     4.1 The amount of the service fee and its terms of payment shall be as set forth in Attachment 1 to the \"Agreement Between Phoenix Satellite TV  and Phoenix New Media Regarding Cooperation in the Fields of Content, Branding, Promotion and Technology\" dated November 24,  2009 between Phoenix Satellite Television Holdings Limited and Phoenix Online (Beijing) Information Technology Co., Ltd. (\"Phoenix  Online\").     4.2 The Parties may enter into a separate agreement and establish specific fee rates in respect of services beyond this Agreement in accordance  with the principles set forth herein.     5\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n     ARTICLE FIVE INTELLECTUAL PROPERTY RIGHTS TO THE PROGRAM CONTENT     5.1 Both Parties acknowledge and agree that with respect to Program Content licensed to Party B hereunder, Party B shall not have any copyright  or any other Intellectual Property Right. 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.     5.2 In the event of any legal action taken by Party A to protect any Intellectual Property Right of the Program Content, or any dispute with any  third party in connection with any Intellectual Property Right of the Program Content in which Party A is involved (including but not  limited to Party A's being the plaintiff/applicant or defendant/respondent in any lawsuit or arbitration), Party B shall provide, at the cost  of Part A; all assistance reasonably requested by Party A, provided, however, that if the legal action taken by Party A or the dispute in  which Party A is involved is due to or related to Party B's negligence, then the cost of providing such assistance requested by Party A  shall be borne by Party B.     5.3 If Party B becomes aware of any violation of any Intellectual Property Right to the Program Content provided by Party A to Party B, it shall take  all measures reasonably necessary to preserve the evidence of such third party violation, notify Party A of the same as soon as  reasonably possible, and take actions reasonably requested by Party A to assist in legal actions taken or claims made by Party A in  order to protect its Intellectual Property Right.     5.4 If, for causes attributable to Party B, Party A sustains any economic losses as a result of any dispute with any third party over the Program  Content provided by Party A, Party B agrees to indemnify Party A for all such losses, which losses shall include only the direct losses  and reasonable expenses incurred in resolving such dispute (including reasonable attorney fees).     ARTICLE SIX PARTY B'S OBLIGATIONS WITH RESPECT TO CONFIDENTIAL INFORMATION     6.1 When providing the Program Content to Party B, Party A may specify the special purpose for which such Program Content shall be used, the  extent to which such Program Content shall be transmitted, the time or times at which such Program Content shall be transmitted  (including the time at which such Program Content is published on the Phoenix Satellite TV Website or Other     6\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n     Websites, or the time at which such Program Content is licensed to any third party by Party B), and the manner by which such Program  Content shall be transmitted (including the manner by which such Program Content is published on the Phoenix Satellite TV Websites  or Other Websites, or the manner in which such Program Content shall be used by the licensed third party). Party B's use of the  Program Content shall be in strict compliance with Party A's requirements.     6.2 Party B shall keep in confidence Party A's business secrets of which Party B may be aware on account of Party B's receipt from Party A of the  license to use the Program Content. 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.     6.3 Party B warrants that it will take all technical methods and confidential measures reasonably available to Party B to ensure that only Party A and  certain of Party B personnel designated by Party A may have access to the Program Content licensed by Party A to Party B. Without  Party A's permission in writing, Party B may not disclose or sublicense the Program Content to any third party, except for the Program  Content related to Party B Business.     ARTICLE SEVEN REPRESENTATIONS AND WARRANTIES     7.1 Party A represents and warrants that     7.1.1 it owns copyrights and other related rights to the Program Content set forth in Exhibit 1 hereto, as updated from time to time;     7.1.2 it has taken all appropriate and necessary corporate actions and other actions, authorized the execution and performance of this  Agreement, and obtained all appropriate consents, approvals and authorizations required for the execution and performance  of this Agreement; and     7.1.3 its signing and performance of this Agreement will not violate or contradict any of its constitutional documents, laws and  regulations applicable to it, or any agreement or contract to which it is a party or by which it is bound.     7.2 Party B represents and warrants that     7.2.1 it has taken all appropriate and necessary corporate action and other actions, authorized the execution and performance of this  Agreement,     7\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n     and obtained all appropriate consents, approvals and authorizations required for the execution and performance of this  Agreement; and     7.2.2 its signing and performance of this Agreement will not violate or contradict any of its constitutional documents, laws and  regulations applicable to it, or any agreements or contracts to which it is a party or by which it is bound.     ARTICLE EIGHT LIABILITIES FOR BREACH; TERMINATION     8.1 Both Parties agree that any breach of any of the warranties, covenants, or provisions hereof by either Party shall constitute a breach of this  Agreement, except under circumstances described in Section 8.2 below. In the event of any breach of this Agreement by any Party  hereto, the breaching Party shall indemnify the other Party for all of such other Parties losses arising therefrom, which losses shall  include only direct losses, reasonable expenses and reasonable attorney fees.     8.2 In the event that     8.2.1 one Party is in breach of its obligations hereunder and fails to cure such breach within ten (10) Business Days following the other  Party's written notice thereof, then the non-breaching Party may terminate this Agreement;     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;     8.2.3 one Party's performance of its obligations hereunder is held unlawful under the PRC Law, such Party may send a written notice of  termination to the other Party upon the promulgation of the relevant PRC Law;     8.2.4 one Party's performance of its obligations hereunder (including but not limited to such Party's ability to perform this Agreement) is,  in the reasonable judgment of the other Party, adversely affected by the occurrence of any event, then the unaffected Party  may terminate this Agreement upon notifying the other Party in writing; and     8\n\n   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.     8.3 No compensation or indemnification will be required to be made by one Party to the other Party when one Party exercises its right to terminate  this Agreement unilaterally pursuant to this Article Eight and no rights or interests of the terminating Party will be adversely affected by  the termination of this Agreement.     8.4 Subsection 8.1 shall survive the termination of this Agreement.     ARTICLE NINE EFFECTIVENESS     9.1 This Agreement shall become effective on the date on which it is signed and affixed with the corporate seals by the authorized representative of  each Party and have a term of five (5) years commencing as of the effective date hereof.     9.2 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.     ARTICLE TEN FORCE MAJEURE     In the event that a Party's performance of this Agreement or any covenants of the Parties is directly affected by an earthquake, typhoon, flood,  fire, war, computer virus, design loophole in any software tool, hacker attack on the Internet, amendment to law or policy or any other event of  force majeure which is not foreseeable or the result of which is not to be prevented or avoided, such Party shall immediately give the other Party a  notice by fax of such event and within thirty days (30) thereafter provide a detailed report thereof as well as a certification document explaining the  cause for the non-performance or delayed performance of this Agreement, which certification document shall be issued by the public notary of the  region in which the event of force majeure occurred. The Parties shall decide through consultation whether performance of this Agreement, in  whole or in part, shall be relieved or delayed to the extent affected by such event. With respect to economic losses sustained by either Party as a  result of such event, neither Party shall be liable therefor.     9\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n     ARTICLE ELEVEN APPLICABLE LAW; DISPUTE RESOLUTION     11.1 The execution, validity, interpretation, enforcement and dispute resolution of this Agreement shall be governed by the PRC Law.     11.2 Any dispute, conflict or claim arising out of or in connection with this Agreement or the performance hereof shall be resolved by the Parties  through amicable negotiation, which negotiation shall commence immediately upon notice by one Party to the other of the nature of  such dispute, conflict or claim. In the event that such dispute is not resolved within thirty (30) Business Days following such notice,  either Party may upon the expiration of the such 30-day notice period submit such dispute to arbitration by the Hong Kong International  Arbitration Centre in accordance with the arbitration rules of such centre then in effect. The arbitration shall be conducted in Hong  Kong in English and the arbitral award shall be binding upon both Parties. During the resolution (including the arbitration) of the  dispute, the Parties shall continue to perform other portions of this Agreement unaffected by such dispute.     ARTICLE TWELVE TAXES     Both Parties agree that any and all Taxes payable on account of this Agreement or the performance hereof shall be paid by the Party incurring  such Taxes.     ARTICLE THIRTEEN MISCELLANEOUS     13.1 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.     13.2 Failure to exercise or delay in exercising any right, power, or privilege provided by this Agreement shall not be deemed a waiver of such right,  power, or privilege and any partial exercise of such right, power or privilege shall not hinder any future exercise of such right, power or  privilege.     13.3 The rights, power and remedies provided for Party A and Party B herein are cumulative and not exclusive, and shall be in addition to any other  rights, power or remedies provided by law, regulation, contract or otherwise now or hereafter in effect.     13.4 Any and all notices, approvals, requests, authorizations, instructions or other communications required hereunder (collectively, \"Written  Documents\") shall be made in writing and with a reference to this Agreement. A Written Document shall be deemed duly given by one  Party to the other upon personal delivery to the address of the other Party; or on a date which is four (4) business days from the date on  which the Written Document is posted through registered or certified mail (postage prepaid and return receipt     10\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n     requested), regardless of whether the Written Document is actually received; or on the first business day following the date on which  the Written Document is sent by express service (as indicated by the written receipt confirmation); or as indicated on the confirmation  report of the fax machine confirming that the Written Document is delivered by fax successfully.     13.5 This Agreement shall supersede all other agreements, written or oral, of the Parties regarding the subject matter of this Agreement and  constitutes the entire agreement of the Parties concerning such subject matter.     13.6 This Agreement shall be signed in two (2) original copies in Chinese, with each of Party A and Party B holding one (1) copy, and both copies  shall be equally authentic.     IN WITNESS HEREOF, the Parties have signed this Agreement as of the date first written above.     [Remainder of this page intentionally left blank]     11\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n     [signature page]     Party A: Phoenix Satellite Television Company Limited\n\n   Party B: Beijing Tianying Jiuzhou Network Technology Co., Ltd.     Authorized Representative:     12\n\n    Authorized Representative:    /s/ Keung Chui\n\n\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n        [signature page]     Party A: Phoenix Satellite Television Company Limited     Authorized Representative:        Party B: Beijing Tianying Jiuzhou Network Technology Co., Ltd.\n\n   13\n\n    Authorized Representative:    /s/ Ming Chen\n\n\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n     EXHIBIT 1     Program Content licensed by Party A to Party B:  Phoenix infonews channel   Stock Market Snapshot  Current Affairs Debate  News Talk  Financial Journal  News Magnifier *  Stock Market Express  Celebrated China Heritage  Taiwan Weekly Focus  Hong Kong Viewpoint  Journalist On The Spot  Finance Point To Point  Mainland Q&A     Phoenix Chinese channel   Studying Around Greater China with Yang Jinlin  My Patriotic Heart  Belle Gourmet  China Forum  Phoenix Aerostation  Mainland Q&A  Wisdom From The East  Dialogue With World Leaders  Tiger Talk  Premium Spectacular  China Impression  Southern China Anecdote  National Centre For The Performing Arts *  Inside Big Cases *  Starface *     14\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011\n\n\n\n\n\n     A Date With Luyu     Eight-Minute Reading     Entertainment Whirlwind *     Lawrence Viewpoint     Sisy's News     Peter Qiu's Talk     Shi Ping Financial Insight     Hacker Zhao Shao Kang     Panoramic Eyeshot Of Phoenix *     Emergent China     Trendy Guide: Cat Walk     Art Of Taste     Secret Documentary     Observation Post Of Military Situation     Social Watch     Head Start In Finance     From Phoenix To The World *     Newsline     Behind The Headlines With Wentao     Celebrity Museum\n\n* excluding the music contained in the Program Content, pieces and data authorized by third party to Phoenix Satellite TV and pieces and materials  which are not produced by Phoenix Satellite TV itself.     15\n\n\n\nSource: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011"}]}, {"title": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "JOINT FILING AGREEMENT", "answer_start": 11}], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "UNIFORM INVESTCO LP", "answer_start": 738}, {"text": "THE V\u00c4RDE FUND XII (MASTER), L.P.", "answer_start": 3241}, {"text": "THE V\u00c4RDE FUND VI-A, L.P.", "answer_start": 1051}, {"text": "V\u00c4RDE INVESTMENT PARTNERS, L.P.", "answer_start": 1366}, {"text": "THE V\u00c4RDE SKYWAY FUND G.P., L.P.", "answer_start": 2793}, {"text": "THE V\u00c4RDE SKYWAY MASTER FUND, L.P.", "answer_start": 2481}, {"text": "THE V\u00c4RDE SKYWAY FUND UGP, LLC", "answer_start": 3046}, {"text": "THE V\u00c4RDE FUND XII UGP, LLC", "answer_start": 3798}, {"text": "UNIFORM INVESTCO GP LLC", "answer_start": 917}, {"text": "V\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.", "answer_start": 1683}, {"text": "V\u00c4RDE CREDIT PARTNERS MASTER, L.P.", "answer_start": 3990}, {"text": "THE V\u00c4RDE FUND XII G.P., L.P.", "answer_start": 3551}, {"text": "V\u00c4RDE INVESTMENT PARTNERS G.P., LLC", "answer_start": 2018}], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "February 20, 2020", "answer_start": 719}], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit D\n\nJOINT FILING AGREEMENT OneMain Holdings, Inc.\n\nIn accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 20, 2020. UNIFORM INVESTCO LP\n\nBy: Uniform InvestCo GP LLC, its General Partner By: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nUNIFORM INVESTCO GP LLC\n\nBy: V\u00e4rde Partners, Inc., its Manager\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND VI-A, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE INVESTMENT PARTNERS, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.\n\nBy: V\u00e4rde Investment Partners G.P., LLC, its General Partner By: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS G.P., LLC\n\nBy: V\u00e4rde Investment Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE INVESTMENT PARTNERS UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE SKYWAY MASTER FUND, L.P.\n\nBy: The V\u00e4rde Skyway Fund G.P., LLC, its General Partner By: The V\u00e4rde Skyway Fund UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE SKYWAY FUND G.P., L.P.\n\nBy: The V\u00e4rde Skyway Fund UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE SKYWAY FUND UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII (MASTER), L.P.\n\nBy: The V\u00e4rde Fund XII G.P., L.P., its General Partner By: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE FUND XII G.P., L.P.\n\nBy: The V\u00e4rde Fund XII UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE FUND XII UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS MASTER, L.P.\n\nBy: V\u00e4rde Credit Partners G.P., LLC, its General Partner By: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nV\u00c4RDE CREDIT PARTNERS G.P., LLC\n\nBy: V\u00e4rde Credit Partners UGP, LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE CREDIT PARTNERS UGP, LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE SFLT, L.P.\n\nBy: The V\u00e4rde Specialty Finance Fund G.P., L.P., its General Partner By: The V\u00e4rde Specialty Finance Fund U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nTHE V\u00c4RDE SPECIALTY FINANCE FUND G.P., L.P.\n\nBy: The V\u00e4rde Specialty Finance Fund U.G.P., LLC, its General Partner By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\n\n\n\n\nTHE V\u00c4RDE SPECIALTY FINANCE FUND U.G.P., LLC\n\nBy: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, L.P.\n\nBy: V\u00e4rde Partners, Inc., its General Partner\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nV\u00c4RDE PARTNERS, INC.\n\nBy: /s/ David A. Marple Name: David A. Marple Title: General Counsel\n\nGEORGE G. HICKS\n\nBy: /s/ George G. Hicks\n\nILFRYN CARSTAIRS\n\nBy: /s/ Ilfryn Carstairs"}]}, {"title": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "ENDORSEMENT AGREEMENT", "answer_start": 47}], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "GENO AURIEMMA", "answer_start": 98}, {"text": "Auriemma", "answer_start": 114}, {"text": "Berkshire", "answer_start": 255}, {"text": "(Each or both of which shall  hereinafter be referred to as the \"PARTY\" or \"PARTIES,\" respectively).", "answer_start": 266}, {"text": "BERKSHIRE BANK", "answer_start": 129}], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "5/17/12", "answer_start": 27232}], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "\"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.", "answer_start": 1080}], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.", "answer_start": 20042}], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 5150}], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [{"text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's  express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "answer_start": 4420}, {"text": "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;", "answer_start": 4128}, {"text": "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;", "answer_start": 4742}], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [{"text": "Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any  decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor.", "answer_start": 5461}], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": false}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [{"text": "(iii) Auriemma publicly disparages Berkshire and/ or its products.", "answer_start": 16266}, {"text": "Berkshire may terminate this Agreement immediately by giving Auriemma notice if", "answer_start": 15961}], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": false}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 23175}], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "Berkshire may not assign this Agreement,  in whole or in part, without Auriemma's written consent.", "answer_start": 23076}], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [{"text": "Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.", "answer_start": 9088}, {"text": "Auriemma will participate in one (1) recording session annually during the Services Period of not more than two (2) hours, not including travel  time, to record a radio advertising spot at a date and location to be mutually agreed upon;     3. Auriemma will participate in one (1) production session annually during the Services Period of not more than three (3) hours, not including travel  time, to record a television advertising spot at a date and location to be mutually agreed upon;     4. Auriemma will participate in one (1) photo session annually during the Services Period of not more than two (2) hours, not including travel time,  at a date and location to be mutually agreed upon;     5. Auriemma will be available for two (2) appearances annually during the Services Period within the Contract Territory, the date and location to be  mutually agreed upon, each not more than one (1) hour in duration, where Auriemma will meet, greet and pose for photos.", "answer_start": 27606}], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": false}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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", "answer_start": 4128}], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's  express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.", "answer_start": 4420}], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 15573}], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.16   ENDORSEMENT AGREEMENT     THIS ENDORSEMENT AGREEMENT (\"Agreement\") by and between GENO AURIEMMA (\"Auriemma\") and BERKSHIRE BANK, a  Massachusetts savings bank with its principal place of business at 24 North Street, Pittsfield, MA 01210 (\"Berkshire\")(Each or both of which shall  hereinafter be referred to as the \"PARTY\" or \"PARTIES,\" respectively).     RECITALS:     Berkshire desires to obtain the right to use the name, likeness, and endorsement services of Auriemma in connection with the advertisement  and promotion of Berkshire's Financial Services (as defined below).     The endorsement by Auriemma of Berkshire is of commercial value.     Berkshire and Auriemma wish to enter into an agreement to cooperate and coordinate the marketing of Auriemma's endorsement with  Berkshire's banking services.     NOW, THEREFORE for and in consideration of the foregoing, and the mutual covenants and agreements set forth herein, the Parties hereby  agree as follows:     1. DEFINITIONS.     The following terms shall be defined in the Agreement as follows:     a) \"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.     b) \"SERVICES PERIOD\" means that period of time commencing upon the full execution of this Agreement by both Parties and  terminating on May 31, 2014 unless sooner terminated under this Agreement.     b) \"CONTRACT TERRITORY\" shall be any State in which Berkshire currently, or at any time during the Contract Period, offers  Banking Services.     c) \"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.     d) \"AURIEMMA IDENTIFICATION\" shall mean any words, symbols, photographic or graphic representations, statements by  Auriemma or any combination thereof which identify Auriemma such as, for example, Auriemma's name, voice, nickname, likeness, and anything  else that identifies Auriemma. The Auriemma\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n     Identification shall not include any reference to the University of Connecticut, UConn, the use of the University of Connecticut logos or  trademarks, Auriemma's position as head women's basketball coach for the University of Connecticut. If during the Contract Period Berkshire  desires to make reference to University of Connecticut, UConn, or to use of the University of Connecticut logos or trademarks, or to refer to  Auriemma's position as head women's basketball coach for the University of Connecticut, Auriemma agrees to use reasonable efforts to obtain  the necessary consents from the State of Connecticut and the University of Connecticut in order to permit Berkshire to do so, it being understood  by Berkshire that Auriemma makes no representation or warrantees that he will be able to obtain such consents and that the time required to obtain  such consents is wholly outside of the control of Auriemma.     e) \"RIGHTS\" shall mean all of the endorsement rights, services and other rights and benefits granted to Berkshire in this Agreement.     g) \"BERKSHIRE COMPETITOR\" is any person or entity that in any way competes with Berkshire's financial services.     h) \"BERKSHIRE PARTIES\" is Berkshire, and any affiliates of Berkshire, as defined herein. For purposes of this Agreement,  \"AFFILIATES\" means any other person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is  under common control with, Berkshire.     i) \"$\" shall mean the lawful currency of the United States of America unless otherwise specified.     2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period:     a) Subject to the terms of Paragraph 6 below, Auriemma will make the appearances and provide to Berkshire during the Services Period  the services, initiatives and programs described in Schedule A attached hereto (the \"Endorsement Services\"); and     b) 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;     c) The License Rights are exclusive to Berkshire and may not be assigned or in any way conveyed by Berkshire without Auriemma's  express written consent, except in the event of a merger by Berkshire with another entity offering Banking Services.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n     3. EXCLUSIVITY. 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. Notwithstanding the foregoing, it is understood that Auriemma has no control or influence over any  decisions by the University of Connecticut to enter into any arrangement or agreement with any Berkshire Competitor.     c) Anything herein to the contrary notwithstanding, Berkshire shall not have the right to utilize the Auriemma Identification except to  the extent specifically authorized by this Agreement.     d) Nothing herein shall grant Auriemma any rights to use any of Berkshire's trademarks, names, services marks, logos or any  copyrightable materials with Berkshire's prior written consent.     4. COMPENSATION.     (a) In consideration of the rights and benefits granted to Berkshire hereunder, Berkshire shall pay to Auriemma the sum of Four  Hundred Eighty Thousand and 00/100 Dollars ($480,000.00), as set forth in Paragraph 4 (b)-(c) below.     (b) Berkshire will make four (4) equal cash payments to Auriemma in the amount of Ninety Thousand and 00/100 Dollars ($90,000.00) on  June 1, 2012, June 1, 2013, June 1, 2014, and June 1, 2015.     (c) 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.     5. PAYMENTS. Auriemma may elect to have cash payments due Auriemma hereunder made by check, wire transfer, or bank transfer. Unless such  election is made in writing, all cash payments shall be made by check, drawn to the order of Auriemma or its designated entity or entities and  delivered to the address first stated above. Past due cash payments (i.e., payments due more than thirty (30) days after Berkshire's receipt of the  applicable invoice) shall bear interest at the rate of one (1%) percent per month.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n     6. AURIEMMA'S ENDORSEMENT SERVICES AND APPEARANCES.     (a) Berkshire acknowledges that Auriemma's primary obligations are those associated with his position as the head coach of the  University of Connecticut women's basketball team. Further, Berkshire acknowledges that Auriemma has certain obligations related to his position  as the head coach for the United States Women's Olympic basketball team. Subject to Auriemma's obligations as the head coach for the  University of Connecticut women's basketball team the United States Women's Olympic basketball team, Auriemma shall make himself available  for those appearances set forth on Schedule A.     (b) Berkshire shall reimburse Auriemma for all reasonable out-of-pocket expenses incurred by Auriemma in attending any requested  appearances including any travel days. Without limitation to the foregoing, Berkshire will reimburse Auriemma for his air travel expenses if  necessary for Auriemma to be in attendance at a requested appearance. In addition, if necessary Auriemma shall be provided with superior hotel  suite accommodations and reimbursed for all reasonable dining expenses incurred while traveling to and attending any appearances or events.     (c) Berkshire shall give Auriemma as much advanced notice as possible for any requested appearances, but in no event shall Berkshire  give Auriemma less than fifteen (15) days' notice of the time and place Berkshire desires Auriemma to appear.     (d) Unless otherwise agreed to in advance, no appearance shall exceed a total of two (2) hours in duration.     (e) Any apparel that Auriemma is requested by Berkshire to wear during any appearance or any photo shoot session must be approved  by Auriemma at least forty-eight (48) hours in advance and must be Nike branded apparel.     7. AURIEMMA'S APPROVAL.     a) Berkshire shall use the Auriemma Identification only in such a form and manner as is specifically approved by Auriemma and, upon  the reasonable request by Auriemma, shall use any reasonable legends, markings, and notices of trademark rights or registration reasonably  specified by Auriemma, or any other notice of Auriemma's ownership, including copyright.     b) Berkshire agrees that all use of the Auriemma Identification in connection with advertising, displays, and other materials and all  advertising shall not be made unless and until finished samples of such proposed use have been provided to Auriemma and such use has been  approved by Auriemma or Auriemma's authorized representative. Auriemma agrees that any use of the Auriemma Identification submitted for  approval as provided herein will be deemed to have been approved by Auriemma if the same is not disapproved in writing within ten (10) business  days after receipt\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n     thereof. If any use of the Auriemma Identification submitted for approval as provided herein is disapproved, Berkshire shall be advised of the  specific grounds for disapproval. Subject to this Agreement, Berkshire agrees to follow Auriemma's reasonable instructions and guidelines  regarding proper usage of the Auriemma Identification in all respects as may have been reasonably and timely provided to Berkshire by the  Auriemma.     8. PROTECTION OF THE AURIEMMA IDENTIFICATION. Berkshire and Auriemma agree that they will take all necessary steps during the  Contract Period and thereafter to protect the Auriemma Identification in connection with the Endorsement Services.     9. CONFIDENTIALITY. Except as required by federal securities laws, or federal or state banking laws, each party agrees: (i) that it will not disclose  to any third party or use any Confidential Information, as defined herein, disclosed to it by the other party except as expressly permitted in this  Agreement; and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its  possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar  importance. For the purpose of this Agreement, Confidential Information shall mean all information, materials and data, in any form, format or  medium, disclosed, or revealed to either party in any way relating to the other party's business including but not limited to its finances, customers,  operations, products, services, plans, pricing, suppliers, business strategies or any other similar information. Confidential Information may be  contained in written material, verbal or electronic communications.     10. TERMINATION AND DEFAULT.     a) TERMINATION FOR BREACH. Either Party shall have the right, without prejudice to any other rights it may have, to terminate this  Agreement if the other Party materially breaches its obligation hereunder and such breach remains uncured.     A material breach occurs if either Party (i) fails to make any payment, or (ii) fails to observe or perform any of the covenants, agreements, or  obligations (other than payments of money).     Upon the breach of either of the above conditions, the non-defaulting party may terminate this Agreement as follows: (A) as to a default under  clause (i) above, if payment is not made within ten (10) days after the defaulting party shall have received written notice of such failure to make  payment; or (B) as to a default under clause (ii) above, if such default is not cured within thirty (30) days after the defaulting party shall have  received written notice specifying in reasonable detail the nature of such default and such action the defaulting party must take in order to cure  each such item of default.     b) TERMINATION DUE TO INSOLVENCY. If either Party (the \"Bankrupt Party\"), (i) commences or becomes the subject of any case  or proceeding under the\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n     bankruptcy or insolvency laws; (ii) has appointed for it or for any substantial part of its property a court-appointed receiver, liquidator, assignee,  trustee, custodian, sequestrator or other similar official; (iii) makes an assignment or the benefit of its credits; (iv) fails generally to pay its debts as  they become due; or (v) takes corporate action in furtherance of any of the foregoing (collectively, herein referred to as \"Events of Insolvency\"),  then, in each case, the Bankrupt Party shall immediately give notice of such event to the other Party. Whether or not such notice is given, the  other Party shall have the right, to the fullest extent permitted under applicable law, following the occurrence of any Event of Insolvency and  without prejudice to any other rights it may have, at any time thereafter to terminate this Agreement, effective immediately upon giving notice to  the Bankrupt Party.     c) EFFECT OF TERMINATION. Upon the expiration or termination of this Agreement for any reason (i) all payments that have accrued  prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof, but any obligations to make further  payments due, or that may have come due, under this Agreement shall become null and void; (ii) except as otherwise provided herein, the Services  Period and the Contract Period shall end immediately and Berkshire shall promptly cease all use of the Auriemma Identification including any  displays, documents, artwork, symbols, logos trademarks, trade names, photographic or graphic representations, depictions and/or other materials  (including, but not limited to, advertising and/or promotional materials), which in any way or form (hard copy, electronic or otherwise) use the  Auriemma Identification (collectively, \"Materials\"), except as otherwise set forth herein; and (iii) except as otherwise provided herein, Berkshire  shall promptly remove all links and references to Auriemma and Materials from its website. 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. At the conclusion of this period, Berkshire's use of the printed material will  cease.     11. TERMINATION BY BERKSHIRE.     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.     12. OTHER REMEDIES AND RIGHTS.     The termination rights set forth herein shall not constitute the exclusive remedy of the non-defaulting party. Termination in accordance with the  above provisions shall be without prejudice to any rights or claims, which the terminating party may otherwise have against the defaulting party.  In the event of any arbitration or litigation, including breach, enforcement or interpretation, arising out of this Agreement, the prevailing party\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n     of such litigation shall be entitled to recover reasonable attorney's fees, costs, and expenses, including pre-litigation and appellate attorneys' fees  and costs.     13. MISCELLANEOUS PROVISIONS.     If any provision(s) of this Agreement shall be determined to be void, ambiguous, or unenforceable, the same shall be stricken from this Agreement  and in no way shall affect other provisions of, or the validity or enforceability of this Agreement. The Parties understand that the contents of this  Agreement are confidential, and that disclosure of same to any third party could be detrimental to the interests of one or both Parties. Therefore,  the Parties agree not to disclose the terms of this Agreement, without the prior written permission of the other party, other than to business  advisors, legal and financial representatives, except as required by federal securities laws, or federal or state banking laws.     14. NOTICES.     All notices required hereunder shall be sent by overnight mail or first class mail, or by confirmed electronic mail to the parties at the following  addresses, or such other addresses as the parties may designate in writing to each other from time to time:     If to Auriemma: Geno Auriemma     With a copy to: Kahan, Kerensky & Capossela, LLP  Attn: Sol Kerensky & Justin L. Murphy  45 Hartford Turnpike  Vernon, CT 06066     If to Berkshire: Berkshire Bank  Attn:Sean A. Gray, EVP \u2014 Retail Banking  24 North Street  P.O. Box 1308  Pittsfield, MA 01202-1308     With a copy to: Berkshire Bank  Attn: Wm. Gordon Prescott, VP and General Counsel  24 North Street  P.O. Box 1308  Pittsfield, MA 01202-1308\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n     15. FORCE MAJEUR.     Notwithstanding anything else contained in this Agreement, neither Party will be liable for any delay in the performance of any of its obligations if  such delay is caused by any reason wholly outside the control of the Party so delaying (a \"Force Majeur Event\") subject to the obligation of the  Party so delaying promptly notifying the other Party in writing of the reasons for the delay and the likely duration of the delay. The performance of  such Party's obligations will be suspended during the period that the Force Majeur Event persists and such Party will be granted an extension of  time for performance equal to the period of the delay. If the delay referred to above exceeds sixty (60) days (or such other reasonable period taking  into consideration the nature and cause of the delay), either Party may forthwith terminate this Agreement whereupon the Parties shall cease to be  bound by their respective obligations under this Agreement in respect granted under this Agreement shall cease.     16. ENTIRE AGREEMENT.     This Agreement is the entire agreement of the parties and cannot be altered or modified except by an agreement in writing signed by both parties.  Upon its execution, this Agreement shall supersede all prior negotiations, understandings and agreements, whether oral or written, and such prior  agreements shall thereupon be null and void and without further legal effect.     17. GOVERNING LAW.     This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.     18. RELATIONSHIP BETWEEN THE PARTIES.     Nothing contained in this Agreement shall be construed as establishing an employer/employee relationship between Auriemma and Berkshire.  Accordingly, there shall be no withholding for tax purposes from any payments due Auriemma hereunder and Auriemma shall be responsible for  any and all income and other tax payments required by Auriemma. Nothing contained in this Agreement shall be construed to place the parties in  the relationship of legal representatives, partners or joint ventures. Neither Party shall have any power to bind the other in any manner  whatsoever, other than as otherwise stated in this Agreement. This paragraph shall survive termination of this Agreement.     19. REPRESENTATIONS AND WARRANTIES.     a) Auriemma represents and warrants to Berkshire that:     (i) Auriemma has full authority to enter into and perform under this Agreement subject only to approval by the University of Connecticut  department of athletics and consulting office;\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n     (ii) by entering into and performing under this Agreement, Auriemma is not, and shall not be in conflict with any prior obligations to third  parties;     (iii) that Auriemma will not assign or transfer any of the License Rights described in Paragraph 2.     b) Berkshire represents and warrants to Auriemma that:     (i) it has full authority to enter into and perform under this Agreement;     (ii) by entering into and performing under this Agreement, it is not, and shall not be in conflict with any prior obligations to third parties.     20. INDEMNITY AND INSURANCE. Berkshire shall indemnify and hold Auriemma harmless from and against any and all claims, actions, suits,  proceedings, losses, damages and expenses (including, without limitation, reasonable attorneys', consultants' and experts' fees) (collectively,  \"Claims\") arising out of or relating to any inaccuracy or breach of Berkshire's representations, warranties, covenants or any claim or other cause of  action arising out of or in connection with this Agreement, including actions based upon gross negligence of Berkshire under this Agreement,  provided that Berkshire shall be given prompt notice of any such action or claim.     21. WAIVER.     The failure of Auriemma or Berkshire at any time or times to demand strict performance by the other of any of the terms, covenants or conditions  set forth herein shall not be construed as a continuing waiver or relinquishment thereof and either may at any time demand strict and complete  performance by the other of said terms, covenants and conditions.     22. ASSIGNMENT.     This Agreement shall bind and inure to the benefit of Auriemma and his successors and permitted assigns. Nothing herein shall prevent Auriemma  from assigning the monetary benefits (but not the obligations) of this Agreement, as he may so desire. Berkshire may not assign this Agreement,  in whole or in part, without Auriemma's written consent. 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.     23. SIGNIFICANCE OF HEADINGS.     Paragraph headings contained in this Agreement are solely for the purpose of aiding speedy location of subject matter and are not in any sense to  be given weight in the construction of this Agreement. Accordingly, in case of any question with respect to the\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n     construction of this Agreement, it is to be construed as though such paragraph headings had been omitted.     24. INVALIDITY.     If any term, covenant, condition or provision of this Agreement or the application thereof to any person or circumstance, shall to any extent be  held to be invalid, illegal, or unenforceable in any respect, the remainder of this Agreement, or application of such term or provision to a person or  circumstance other than to those as to which it is held invalid, illegal, or unenforceable, shall not be affected thereby, and each term, covenant,  condition or provision of this Agreement shall be valid and shall be enforced to the fullest extent provided by law.     25. COUNTERPARTS.     This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which will constitute  together a single document.     26. CONSTRUCTION.     The Parties acknowledge that this Agreement was negotiated between them and shall not be construed against either Party on the grounds of  authorship.     27. ARBITRATION.     Any dispute or difference between the parties hereto arising out of or relating to this Agreement shall be settled by arbitration in accordance with  the Commercial Rules of the American Arbitration Association by a panel of three qualified arbitrators. Berkshire and Auriemma shall each choose  an arbitrator and the two (2) arbitrators so chosen shall choose the third. If either BERKSHIRE or Auriemma fails to choose an arbitrator within 30  days after notice of commencement of arbitration or if the two arbitrators fail to choose a third arbitrator within thirty (30) days after their  appointment, the American Arbitration Association shall, upon the request of any party to the dispute or difference, appoint the arbitrator or  arbitrators to constitute or complete the panel as the case may be. Arbitration proceedings hereunder may be initiated by either BERKSHIRE or  Auriemma making a written request to the American Arbitration Association, together with any appropriate filing fee, at the office of the American  Arbitration Association in the county in which proceedings are to be held pursuant to the terms of the following sentence. All arbitration  proceedings or litigation (to the extent the remedy requested is not, by law, available through arbitration [e.g., injunctive relief]) relating to any  claims or disputes arising under or relating to this Agreement shall be brought in the county in which the principal executive office of the party not  initiating such action or proceeding defendant or responding party) is located. The parties irrevocably submit and consent to the exercise of  subject matter jurisdiction and personal jurisdiction over each of the parties by the federal and/or state courts in such jurisdiction (the \"Selected  Jurisdiction\"). The parties hereby irrevocably waive any and all objections that any party\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n     may now or hereafter have to the exercise of personal and subject matter jurisdiction in the Selected Jurisdiction and to the laying of venue of any  such proceeding or action brought in the Selected Jurisdiction. Any order or determination of the arbitral tribunal upon the parties to the  arbitration and may be entered in any court having jurisdiction.     IN WITNESS WHEREOF, the Parties execute this Agreement intending to be legally bound.\n\n\n\n                      /s/ Geno Auriemma\n\n     5/17/12    GENO AURIEMMA\n\n     Date                   BERKSHIRE BANK\n\n\n\n                              By:    /s/ Sean A. Gray\n\n     5/14/12    Sean A. Gray\n\n     Date    Executive Vice President \u2014 Retail Banking\n\n\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012\n\n\n\n\n\n     SCHEDULE A     1. Auriemma will act as the spokesperson for Berkshire and its Affiliates.     2. Auriemma will participate in one (1) recording session annually during the Services Period of not more than two (2) hours, not including travel  time, to record a radio advertising spot at a date and location to be mutually agreed upon;     3. Auriemma will participate in one (1) production session annually during the Services Period of not more than three (3) hours, not including travel  time, to record a television advertising spot at a date and location to be mutually agreed upon;     4. Auriemma will participate in one (1) photo session annually during the Services Period of not more than two (2) hours, not including travel time,  at a date and location to be mutually agreed upon;     5. Auriemma will be available for two (2) appearances annually during the Services Period within the Contract Territory, the date and location to be  mutually agreed upon, each not more than one (1) hour in duration, where Auriemma will meet, greet and pose for photos.     6. Auriemma will be available one (1) time per calendar quarter during the Services Period to meet and address Berkshire's small business customer  groups.     7. 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.     8. Auriemma will permit Berkshire to place a link on its website (Berkshirebank.com) throughout the Contract Period, directing website viewers to a  landing page promoting Berkshire's product or brand containing the Auriemma Identification.     9. Berkshire may utilize Auriemma and the Auriemma Identification throughout the Contract Period in all approved materials including billboards,  subway/bus ads, direct mail, stand-ups, counter cards, posters, etc.\n\nSource: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012"}]}, {"title": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT", "paragraphs": [{"qas": [{"answers": [{"text": "JOINT VENTURE CONTRACT", "answer_start": 43}], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Baoding Fengfan Group Limited Liability Company", "answer_start": 745}, {"text": "Party A", "answer_start": 829}, {"text": "Party B", "answer_start": 1311}, {"text": "Valence Technology, Inc.", "answer_start": 1257}], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "November 8, 2002", "answer_start": 73126}], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "This Contract shall take effect after it is approved by the Examination and Approval Authority.", "answer_start": 70864}, {"text": "\"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.", "answer_start": 6570}], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "The Contract Term shall extend for a period of fifty (50) years.", "answer_start": 57886}], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 67710}], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 26901}], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 69223}], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "Party A's contribution to the registered capital of the Joint Venture Company shall be Fourteen Million Six Hundred Fifty-One Thousand United States Dollars (US$14,651,000), representing a forty-nine percent (49%) share of the Joint Venture Company's registered capital. Party B's contribution to the registered capital of the Joint Venture Company shall be Fifteen Million Two Hundred Forty Nine Thousand United States Dollars (US$15,249,000), representing a fifty-one percent (51%) share of the Joint Venture Company's registered capital.", "answer_start": 12432}], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "It is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.", "answer_start": 29395}], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "Improvements for all other batteries may be licensed to the Joint Venture Company on terms to be agreed by the Party B and the Joint Venture Company.", "answer_start": 25271}, {"text": "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.", "answer_start": 23344}], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [{"text": "An accountant registered in China and independent of any Party shall be engaged by and at the expense of the Joint Venture Company as its auditor to examine and verify the Joint Venture Company's annual financial statements and report.", "answer_start": 49748}, {"text": "Party B shall have a right to obtain copies of all of the Joint Venture Company's accounting books and other documents at their own expense but the originals thereof shall be left in the care of Party A.", "answer_start": 63814}, {"text": "The Joint Venture Company shall furnish to the Parties unaudited financial reports on a monthly and quarterly basis so that they may continuously be informed about the Joint Venture Company's financial performance.", "answer_start": 49520}, {"text": "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.", "answer_start": 49334}, {"text": "The Joint Venture Company shall submit to the Parties an annual statement of final accounts (including the audited profit and loss statement and the balance sheet for the fiscal year) after the end of the fiscal year, together with the audit report of the Chinese registered accountant.", "answer_start": 49984}, {"text": "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.", "answer_start": 49058}], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 53155}, {"text": "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.", "answer_start": 52679}], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "EXHIBIT 10.3\n\n                             JOINT VENTURE CONTRACT\n\n                          CHAPTER 1 GENERAL PROVISIONS\n\n        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.\n\n                       CHAPTER 2 PARTIES TO THIS CONTRACT\n\nArticle 1      Parties to this Joint Venture Contract\n\n1.      Baoding Fengfan Group Limited Liability Company (hereinafter referred to         as Party A), established and existing under the laws of the People's         Republic of China (\"PRC\"), registered with the No. 1306001000338         Business License in China.\n\n        Legal address: 8 Fuchang Road, Baoding City, Hebei Province, PRC\n\n        Legal Representative of Party A:\n\n               Name:  Mengli Chen\n\n               Position:  CHAIRMAN AND GENERAL MANAGER\n\n               Nationality:  Chinese\n\n2.      Valence Technology, Inc., (hereinafter referred to as Party B),         established and existing under the laws of the State of Delaware in the         United States of America (\"USA\").\n\n        Registered address: 301 Conestoga Way, Henderson, Nevada 89015, USA\n\n        Legal Representative of Party B:\n\n               Name:  Stephan B. Godevais\n\n               Position:  CHAIRMAN AND CEO\n\n               Nationality:  United States of America\n\n3.      Each of the Parties hereby represents and warrants to the other Party         that, as of the date hereof and as of the Effective Date:\n\n                                     Page 1\n\n        (1)    such Party is duly organized, validly existing and in good                standing under the laws of the place of its establishment or                incorporation;\n\n        (2)    such Party has all requisite power and approval required to enter                into this Contract and, upon the Effective Date, will have all                requisite power and approval to perform fully each and every one                of its obligations hereunder;\n\n        (3)    such Party has taken all internal and corporate actions necessary                to authorize it to enter into this Contract and its                representative whose signature is affixed hereto is fully                authorized to sign this Contract and to bind such Party thereby;\n\n        (4)    upon the Effective Date, this Contract shall be legally binding                on such Party;\n\n        (5)    neither the signature of this Contract nor the performance of its                obligations hereunder will conflict with, or result in a breach                of, or constitute a default under, any provision of the Articles                of Association (in the case of Party A) or the Certificate of                Incorporation or By-Laws (in the case of Party B) of such Party,                or any law, regulation, rule, authorization or approval of any                government agency or body, or of any contract or agreement, to                which such Party is a party or subject;\n\n        (6)    no lawsuit, arbitration, other legal or administrative                proceeding, or governmental investigation is pending, or to the                best of such Party's knowledge threatened, against such Party                that would affect in any way its ability to enter into or perform                this Contract; and\n\n        (7)    all documents, statements and information of or derived from any\n\n\n\n\n\n               governmental body of China in the possession of such Party                relating to the transactions contemplated by this Contract which                may have a material adverse effect on such Party's ability to                fully perform its obligations hereunder, or which if disclosed to                the other Party, would have a material effect on the other Party'                willingness to enter into this Contract, have been disclosed to                the other Party, and no document previously provided by such                Party to the other Party contains any untrue statement of                material fact or omits to state any material fact necessary in                order to make the statements contained therein not misleading.\n\n                             CHAPTER 3 DEFINITIONS\n\nUnless otherwise provided herein, the following words and terms used in this Contract shall have the meanings set forth below:\n\nArticle 2\n\n\"Affiliate\" means, in relation to Party A, any enterprise or other entity which, directly or indirectly, controls, or is controlled by, Party A; the term \"control\" meaning ownership of fifty percent (50%) or more of the registered capital or voting stock or the power to appoint the general manager, factory chief or other principal person in charge of an enterprise or other entity.\n\n                                     Page 2\n\n\"Affiliate\" means, in relation to Party B, any company which, through ownership of voting stock or otherwise, directly or indirectly, is controlled by, under common control with, or in control of, Party B; the term \"control\" meaning ownership of fifty percent (50%) or more of the voting stock or the power to appoint or elect a majority of the directors or the power to direct the management of a company.\n\nArticle 3\n\n\"Articles of Association\" means the Articles of Association of the Joint Venture Company signed by Party A and Party B simultaneously with this Contract in Baoding, People's Republic of China.\n\nArticle 4\n\n\"Board of Directors\" means the board of directors of the Joint Venture Company.\n\nArticle 5\n\n\"Business License\" means the business license of the Joint Venture Company issued by the State Administration for Industry and Commerce or the competent local Administration for Industry and Commerce.\n\nArticle 6\n\n\"CEO\" means the general manager of the Joint Venture Company. \"Deputy CEO\" means the deputy general manager of the Joint Venture Company.\n\nArticle 7\n\n\" China\" or \"PRC\" means the People's Republic of China.\n\nArticle 8\n\n\"Company Establishment Date\" means the date of issuance of the Business License.\n\nArticle 9\n\n\"Contract Term\" means the term of this Contract as set forth in Chapter 18, including any extension thereof.\n\nArticle 10\n\n\"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.\n\n                                     Page 3\n\nArticle 11\n\n\"Examination and Approval Authority\" means the Ministry of Foreign Trade and Economic Co-operation or other foreign trade and economic department with authority to approve this Contract and the Articles of Association.\n\nArticle 12\n\n\"Plant\" means [definition to be added].\n\nArticle 13\n\n\n\n\n\n\"Joint Venture Company\" means [FengFan - Valence Battery Company, Ltd.], the Sino-foreign equity joint venture limited liability company formed by Party A and Party B pursuant to this Contract.\n\nArticle 14\n\n\"Joint Venture Products\" means technologically advanced batteries, including but not limited to lithium phosphate batteries, lithium cobalt oxide batteries and lithium manganese oxide batteries.\n\nArticle 15\n\n\"Management Personnel\" means the Joint Venture Company's CEO, Deputy CEO, Chief Financial Officer and other management personnel who report directly to the CEO.\n\nArticle 16\n\n\"Renminbi\" or \"RMB\" means the lawful currency of China.\n\nArticle 17\n\n\"Site\" means [definition to be added].\n\nArticle 18\n\n\"Contract for Technology Investment\" means the contract for investment of technology in the form of technology license and services, signed by Party B and Party A simultaneously with the signature of this Contract, and which shall be ratified by the Board of Directors of the Joint Venture Company following its establishment, pursuant to which Party B will license to the Joint Venture Company the right to use the proprietary technology (including patented technology), related documentation and operational know-how, and provide technologically advanced management support and technical assistance for the production of the Joint Venture Products, which contract is attached hereto as Appendix 2.\n\n                                     Page 4\n\nArticle 19\n\n\"Third Party\" means any natural person, legal person or other organisation or entity other than the Parties to this Contract or the Joint Venture Company\n\nArticle 20\n\n\"Three Funds\" means the Joint Venture Company's reserve fund, expansion fund and employee bonus and welfare fund as stipulated in the Joint Venture Regulations.\n\nArticle 21\n\n\"United States Dollars\" or \"US$\" means the lawful currency of the United States of America.\n\nArticle 22\n\n\"Working Personnel\" means all employees and staff of the Joint Venture Company other than the Management Personnel.\n\n      CHAPTER 4 ESTABLISHMENT AND LEGAL FORM OF THE JOINT VENTURE COMPANY\n\nArticle 23\n\nThe Parties hereby agree to establish the Joint Venture Company in accordance with the laws and regulations of the PRC.\n\nArticle 24\n\nName of Joint Venture Company in Chinese characters: [**[VALENCE IN CHINESE] ********]\n\nJoint Venture Company in English:  [FENGFAN - VALENCE BATTERY COMPANY, LTD.]\n\nLegal address of Joint Venture Company: [Baoding City High and New Technology Zone, Baoding City, Hebei Province, the People's Republic of China.]\n\nArticle 25\n\nThe Joint Venture Company shall be an enterprise legal person under the laws of China. The activities of the Joint Venture Company shall be governed by the laws, decrees, rules and regulations of China, and its lawful rights and interests shall be protected by the laws, decrees, rules and regulations of China.\n\n                                     Page 5\n\nArticle 26\n\n\n\n\n\nThe organization form of the Joint Venture Company is a limited liability company. 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. Unless otherwise provided pursuant to a written agreement signed by a Party and a creditor of the Joint Venture Company, creditors of the Joint Venture Company and other claimants against the Joint Venture Company shall have recourse only to the assets of the Joint Venture Company and shall not have rights to seek compensation, damages or other remedies from any of the Parties. Subject to the foregoing, the Parties shall share the Joint Venture Company's profits, and bear the losses and risks arising from their investments in the Joint Venture Company, in proportion to their respective shares of the Joint Venture Company's registered capital.\n\n       CHAPTER 5 THE PURPOSE, SCOPE AND SCALE OF PRODUCTION AND BUSINESS\n\nArticle 27\n\nThe purpose of the Joint Venture Company is to use advanced technology and scientific management techniques to produce and sell the Joint Venture Products, to improve the quality and increase the value and competitiveness of such products, to develop and introduce new products and to obtain satisfactory economic benefits for the Parties.\n\nArticle 28\n\nThe Joint Venture Company's scope of business shall be the design, manufacture and sale of technologically advanced batteries, including but not limited to lithium iron magnesium phosphate batteries, lithium cobalt oxide batteries and lithium manganese oxide batteries.\n\nArticle 29\n\nThe 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). The Board of Directors will determine the Joint Venture Company's actual production levels based on relevant market and operating conditions.\n\n          CHAPTER 6 TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL\n\nArticle 30\n\nThe Joint Venture Company's total amount of investment shall be Twenty-Nine Million Nine Hundred Thousand United States Dollars (US$29,900,000).\n\n                                     Page 6\n\nArticle 31\n\nThe Joint Venture Company's registered capital shall be Twenty-Nine Million Nine Hundred Thousand United States Dollars (US$29,900,000), including:\n\nParty A's contribution to the registered capital of the Joint Venture Company shall be Fourteen Million Six Hundred Fifty-One Thousand United States Dollars (US$14,651,000), representing a forty-nine percent (49%) share of the Joint Venture Company's registered capital. Party B's contribution to the registered capital of the Joint Venture Company shall be Fifteen Million Two Hundred Forty Nine Thousand United States Dollars (US$15,249,000), representing a fifty-one percent (51%) share of the Joint Venture Company's registered capital.\n\nArticle 32     The Method of Investment\n\nParty A's total contribution (US$14,651,000) to the registered capital shall be invested as cash. US$7,000,000 of this contribution is used for the Joint Venture Company's initial purchase of foreign equipment from Party B and the remainder is used for purchase of foreign and domestic\n\nequipment, and land use rights and construction of workshops in China. (If the contribution is in RMB, it shall be converted using the median rate for buying and selling for foreign currency announced by the People's Bank of China on the date of investment).\n\nParty B's total contribution (US$15,249,000) to the registered capital shall be invested as follows:\n\n        (1)    use of technology in accordance with the Contract for Technology                Investment, which is attached hereto as Appendix 2, which the                parties agree to be valued at US$5,900,000; and\n\n        (2)    production equipment, in accordance with the Contract for                Equipment Investment and Purchase ( Appendix 3 hereto), which                equipment the parties agree to be valued at US$9,349,000.\n\n(If any part of the contribution is in RMB, the investment shall be converted using the median rate for buying and selling for foreign currency announced by the People's Bank of China on the date of investment).\n\nArticle 33\n\nThe Joint Venture Company's registered capital shall be contributed according to both Parties' proportion of investment. The detailed method, quantity and timing\n\n\n\n\n\nof the contributions are shown in Appendix 1.\n\n                                     Page 7\n\nArticle 34\n\nNo Party shall be obligated to make any contribution to the Joint Venture Company's registered capital if any of the following conditions have not been satisfied or waived in writing by both parties:\n\n        (1)    this Contract and the Articles of Association have been signed by                both Parties, and approved by the Examination and Approval                Authority without altering their terms and conditions, unless                each Party has been notified in advance of and consented in                writing to such alterations ;\n\n        (2)    the Business License has been issued without altering the Joint                Venture Company's business scope as set forth in Article28,                unless each Party has been notified in advance of and consented                in writing to such alteration;\n\n        (3)    signature by the parties thereto of all the Contract for                Technology Investment, the forms of which are annexed to this                Contract and, where required by law, approval or registration of                such contracts by the relevant government approval authority                without altering their terms and conditions, unless each Party                has been notified in advance of and consented in writing to such                alterations; and\n\n        (4)    [the Parties have taken those steps necessary for the                identification and securing of an operating site suitable for the                JV Company's purposes].\n\nArticle 35\n\nEach time a Party makes a contribution to the Joint Venture Company's registered capital, a Chinese registered accountant appointed by the Board of Directors shall promptly verify the contribution and issue a capital verification report to the Joint Venture Company. Within sixty (60) days from receipt of the capital verification report, the Joint Venture Company shall issue an investment certificate to such Party in the form prescribed by the Joint Venture Regulations, signed by the Chairman and the Vice-Chairman of the Board and chopped with the Joint Venture Company's chop. Each investment certificate shall indicate the amount of the capital contribution and the date on which such contribution was made, and a copy shall be submitted to the Examination and Approval Authority for the record. The CEO shall maintain a file of all capital verification reports and copies of all investment certificates that have been issued to the Parties.\n\nArticle 36\n\nAny increase in the registered capital of the Joint Venture Company shall require the written consent of each Party and the unanimous approval of the Board of Directors. All increases in registered capital must be approved by the Examination and Approval Authority in accordance with relevant law.\n\n                                     Page 8\n\nArticle 37\n\nUnless it obtains written consent of the other Party and approval of the Examination and Approval Authority, no party to this Contract can transfer all or part of its interest in the registered capital of the Joint Venture Company to a Third Party. Each Party agrees promptly to take all actions and to sign all documents, and to cause its appointees on the Board of Directors promptly to take all actions and sign all documents, that are legally required to effect a transfer of registered capital for which the foregoing consent has been obtained. Upon receipt of approval from the Examination and Approval Authority, the Joint Venture Company shall register the change in ownership with the competent Administration for Industry and Commerce.\n\nArticle 38\n\nIf there is a difference between the total amount of investment and the registered capital or if the Joint Venture Company needs working capital, the Joint Venture Company and, if entrusted by the Joint Venture Company, either party to this Contract may negotiate to obtain loans from banks or other authorized lenders. Such loans may be secured by the guarantee, mortgage and pledge of the Joint Venture Company. Any loans provided by the parties to the Joint Venture Company or any guarantees or securities provided by the parties to secure loans to the Joint Venture Company shall only be provided by both parties and shall be provided in proportion to each party's interest in the Joint Venture Company.\n\nArticle 39\n\n\n\n\n\nNo Party shall mortgage, pledge or otherwise encumber all or any part of its share of the Joint Venture Company's registered capital without the prior written consent of the other Party.\n\n                    CHAPTER 7 RESPONSIBILITIES OF EACH PARTY\n\nArticle 40\n\nResponsibilities of Party A\n\nIn addition to its other obligations under this Contract, Party A shall have the following responsibilities:\n\no       Handle all applications to the relevant Examination and Approval         Authority in China, register and obtain the Business License necessary         for the establishment of the Joint Venture Company. Party A shall         provide Party B with copies of all such approvals and licenses and all         notices, letters and other correspondence submitted to or received from         the Examination and Approval Authority, the competent Administration for         Industry and Commerce and other Chinese government departments in         respect of the Company.\n\n                                     Page 9\n\no       Assist the Joint Venture Company, upon request, in processing the         application for the right to the use of a site to the authority in         charge of the land.\n\no       Assist the Joint Venture Company, upon request, in organizing the design         and construction of the premises and other facilities of the Joint         Venture Company.\n\no       Assist the Joint Venture Company, upon request, in processing import         customs declarations for the machinery and equipment which is provided         as investment or purchased in accordance with this Contract, and         arranging the transportation of the same within the Chinese territory.\n\no       Assist the Joint Venture Company, upon request, in contacting providers         and arranging fundamental facilities such as water, electricity,         transportation etc.\n\no       Assist the Joint Venture Company, upon request, in applying for all         licenses and permits required for the operation of the Joint Venture         Company's business.\n\no       Assist the Joint Venture Company, upon request, in applying for all         possible preferential tax treatment and other preferential treatment.\n\no       Assist the Joint Venture Company, upon request, in recruiting Chinese         management personnel, technical personnel, workers and other required         personnel.\n\no       Assist the Joint Venture Company, upon request, in obtaining all         necessary entry visas, work permits, residence permits and other         necessary help for personnel working at the Joint Venture Company.\n\no       Assist the Joint Venture Company, upon request, in obtaining and         maintaining a Foreign Exchange Registration Certificate;\n\no       Implementing its obligations, if any, stated in the Schedule of Capital         Contributions, the Contract for Investment of Technology, the Contract         for Equipment Investment and Purchase, and the Contract for Export         Sales, which documents are attached hereto as Appendices 1 to 4\n\no       Be responsible for handling other matters entrusted by the Joint Venture         Company.\n\nArticle 41\n\nResponsibilities of Party B\n\nIn addition to its other obligations under this Contract, Party B shall have the following responsibilities:\n\no       Upon request by the Joint Venture Company, handle the purchase of         equipment, machinery, tools and other materials entrusted by the Joint         Venture Company.\n\n                                    Page 10\n\no       Providing necessary technical personnel to the Joint Venture Company for         installing and testing equipment, and being responsible for assisting         with the operation of the equipment.\n\no       Training the management personnel, technical personnel and operation         workers of the Joint Venture Company in accordance with the provisions\n\n\n\n\n\n        of the Contract for Technology Investment.\n\no       Implementing its obligations stated in the Schedule of Capital         Contributions, the Contract for Investment of Technology, the Contract         for Equipment Investment and Purchase, and the Contract for Export         Sales, which documents are attached hereto as Appendices 1 to 4.\n\no       Be responsible for handling other matters entrusted by the Joint Venture         Company.\n\n                              CHAPTER 8 TECHNOLOGY\n\nArticle 42\n\nParty 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. The Contract for Technology Investment is attached hereto as Appendix 2.\n\nThe technology license fee of Five Million Nine Hundred Thousand United States Dollars (US$5,900,000) shall be deemed to be paid by the Joint Venture Company and shall constitute part of Party B's contribution to the registered capital of the Joint Venture Company in accordance with Article 32 of this Contract. The Contract for Technology Investment shall be signed by the Parties simultaneously with the signing of this Joint Venture Contract and shall come into effect upon its approval by the Examination and Approval Authority. The Board of Directors shall ratify the Contract for Technology Investment at the first meeting of the Board of Directors.\n\nParty B and the Joint Venture Company shall comply with the provisions of the Contract for Technology Investment, and Party B further warrants that the technology provided in accordance with the Contract for Technology Investment is complete, correct, effective and can fulfil the technological goals set forth in the Contract for Technology Investment.\n\nArticle 43\n\nParty B will provide to the Joint Venture Company new inventions, creations and technology related to the Lithium Iron Magnesium Phosphate powder manufacture and battery manufacture and Bellcore battery configuration at no additional charge. The Joint Venture Company may manufacture products using such new inventions, creations and technology on the same terms as other batteries are manufactured, under the Contract for Technology Investment. Improvements for all other batteries may be licensed to the Joint Venture Company on terms to be agreed by the Party B and the Joint Venture Company.\n\nArticle 44\n\n                                    Page 11\n\nParty A and Party B shall sign the Contract for Technology Investment simultaneously with the signature of this Contract, and pursuant to the Technical Service Contract shall provide technical services to the Joint Venture Company, which shall reimburse to Party B the direct expenses incurred in China for those Party B personnel rendering such services. The form of the Contract for Technology Investment is attached hereto as Appendix 2.\n\nArticle 45\n\nThe parties to this Contract agree that the technology, documentation and know-how provided under the Contract for Technology Investment and the technical services provided under the Contract for Technology Investment are provided for the use of the Joint Venture Company. Party A hereby undertakes to Party B and the Joint Venture Company that:\n\n        (1)    Party A and its Affiliates shall not at any time during or after                the Contract Term use such technology and know-how except for the                purpose of marketing and selling batteries produced by the Joint                Venture Company;\n\n        (2)    In respect of such technology and know-how, Party A and its                Affiliates shall comply with the confidentiality obligations set                forth in Chapter 17 of this Contact; and\n\n        (3)    Breach of this Article by Party A shall be deemed to be a                material breach of this Contract.\n\nArticle 46\n\nParty 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. Party B also guarantees that any new inventions and improvements in the proprietary technology for production of Batteries shall be provided to the Joint Venture Company at no fee, excepting reimbursement of any direct travel or communication costs required for the\n\n\n\n\n\nprovision of such technology, consistent with the terms of the Contract for Technology Investment.\n\nIn this Article, \"Powder\" shall mean the Cathode Active Materials (defined below) required for the fabrication of the Batteries. In this paragraph, \"Batteries\" shall mean and include any aggregate of components or compositions of matter primarily adapted for storing or providing electrical energy and which include a positive and negative electrode, at least one of which shall include materials made from Cathode Active Materials, and the other shall include a carbonaceous anode material. \"Cathode Active Material(s)\" shall mean Lithium Cobalt Oxide, Lithium Manganese Dioxide, Lithium Nickel Oxide, Lithium Nickel Cobalt Oxide, Lithium Manganese Oxide Spinel and Lithium Iron Magnesium Phosphate, and Lithium Phosphate material.\n\n                                    Page 12\n\nArticle 47\n\nUntil 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. In no circumstances shall the Joint Venture Company offer the Powder for sale to Third Parties.\n\nBoth 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.\n\n                CHAPTER 9 SALE OF PRODUCTS AND USE OF TRADEMARK\n\nArticle 48\n\nThe Joint Venture Company may sell the Joint Venture Products in the domestic and overseas markets, and may entrust Third Party's to sell the Joint Venture Products with approval from the Board of Directors.\n\nArticle 49\n\nIt is the intention of the parties that no less than 50% of the Joint Venture Products should be sold overseas.\n\nArticle 50\n\nEach Party retains all ownership to its trademarks, service marks, logos, trade names, and similar designations identified in Exhibit B of the Contract for Technology Investment and any other such marks which such Party may from time to time designate in writing, and the other Party and the Joint Venture Company will neither register or use, directly or indirectly, any mark that is identical or confusingly similar to Valence's marks or any translations or transliterations thereof, anywhere in the world. Notwithstanding the foregoing, the Joint Venture Company may register its own trademarks, service marks, logos and trade names, and it may use the marks owned by a Party without compensation, provided that the use is in accordance with terms of a written trademark license contract signed with that Party.\n\n                       CHAPTER 10 THE BOARD OF DIRECTORS\n\nArticle 51\n\nThe 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.\n\n                                    Page 13\n\nArticle 52\n\nThe Board of Directors shall comprise seven (7) directors, three (3) of whom shall be appointed by Party A and four (4) of whom shall be appointed by Party B. The chairman of the board shall be appointed by Party A, and its vice-chairman by Party B.\n\nArticle 53\n\nDirectors shall be appointed for a term of four (4) years, provided that the Party who has appointed a director may remove that director and appoint a replacement at any time. A director may serve consecutive terms if reappointed by the Party that originally appointed him/her. If a seat on the Board of Directors is vacated by the retirement, resignation, disability or death of a director or by the removal of such director by the Party who originally appointed him/her, the Party who originally appointed such director shall appoint a successor to serve out such director's term. At the time this Contract is signed and each time a director is appointed or replaced, each Party shall notify the other Party in writing of the names of its appointees or replacements.\n\n\n\n\n\nArticle 54\n\nThe Board of Directors shall be the highest authority of the Joint Venture Company. It shall decide all matters of major importance to the Joint Venture Company. The following matters shall require the unanimous assent of all the directors:\n\no       Amendment of the Articles of Association;\n\no       Termination and dissolution of the Joint Venture Company;\n\no       Merger of the Joint Venture Company with another organization;\n\no       Major investment by the Joint Venture Company;\n\no       Distribution of profit of the Joint Venture Company;\n\no       The recruitment and dismissal of the Senior Management Personnel of the         Joint Venture Company;\n\no       Transfer of a part of all of either Party's interest in the registered         capital of the Joint Venture Company;\n\no       Increase and decrease of the Joint Venture Company's registered         capital; and\n\no       The examination and approval of the annual financial report of the Joint         Venture Company.\n\nArticle 55\n\nExcept for the matters stipulated in the above article, all other matters shall be decided by the assent of a majority of the directors present in person or by proxy at a duly convened meeting of the board of\n\n                                    Page 14\n\ndirectors, provided however that at least one member of the Board of Directors nominated by each Party assents to such decision of the Board\n\nIf a vote on any resolution (other than resolutions requiring unanimous assent) results in a failure to obtain an affirmative vote, then the directors promptly shall endeavour to resolve the matter through further consultations. Any director shall have the right to call a meeting for a second vote on the matter after seven (7)days has elapsed from the first vote. If the second vote also results in a failure to obtain an affirmative vote, then the Chairman and Vice-Chairman of the Board shall jointly refer the matter to the highest executive officer of each Party within seven (7) days from the second vote, and they shall endeavour to agree on a resolution of the matter, which resolution shall be binding upon the Board of Directors and the Joint Venture Company. If the highest executive officers of each Party are unable to resolve the matter within thirty (30) days from the date of receipt of the referral from the Chairman and Vice-Chairman of the Board, the resolution shall be deemed not to have been passed by the Board of Directors.\n\nIf the non-passage under this Article 55 of a resolution concerning management or financial matters results in a material adverse effect on the economic benefits derived by one or both Parties from their respective investments in the Joint Venture Company, then a Party whose benefits are adversely and materially affected may terminate this Contract.\n\nArticle 56\n\nParty A shall designate a director to serve as Chairman of the Board and Party B shall designate another director to serve as Vice-Chairman of the Board. The Chairman of the Board shall be the legal representative of the Joint Venture Company, but shall have only the authority delegated to him/her by the Board of Directors, and no individual member of the Board of Directors shall contractually or otherwise bind the Joint Venture Company without the prior written authorization of the Board of Directors. The Party appointing the Chairman of the Board shall be responsible for all losses and liabilities that the Joint Venture Company may incur as a result of the Chairman of the Board exceeding the scope of authority stipulated in this Contract. Whenever the Chairman of the Board is unable to perform his responsibilities for any reason, he shall authorise the Vice-Chairman of the Board to represent him. If the Vice-Chairman is not available, the Chairman of the Board shall authorise another director to represent him/her.\n\nArticle 57\n\nThe Joint Venture Company shall indemnify each director against all claims and liabilities incurred by reason of his being a director of the Joint Venture Company, provided that the director's acts or omissions giving rise to such claim or liability did not constitute intentional misconduct or gross negligence or a violation of criminal laws.\n\nArticle 58\n\nThe first meeting of the Board of Directors shall be held within one (1) month from the Company Establishment Date. Thereafter, the Board of Directors shall hold at least one (1) regular meeting in each calendar year. Upon the written\n\n\n\n\n\nrequest of two (2) or more of the directors of the Joint Venture\n\n                                    Page 15\n\nCompany specifying the matters to be discussed, the Chairman of the Board shall within thirty (30) days of receipt thereof convene an interim meeting of the Board of Directors. Meetings shall be held at the registered address of the Joint Venture Company or such other address in China or abroad as may be agreed by the Chairman of the Board and the Vice-Chairman of the Board. The Chairman of the Board shall set the agenda for Board meetings after consultation with the Vice-Chairman of the Board and the Chairman shall be responsible for convening and presiding over such meetings. Board meetings may be attended by directors in person or by telephone, video conference or by proxy.\n\nArticle 59\n\nFive (5) directors present in person or by proxy shall constitute a quorum for all meetings of the Board of Directors. If at any properly convened meeting, no quorum is constituted because less than five (5) directors are present in person or by proxy, then the Chairman of the Board may call another meeting with seven (7) days notice to each director. All directors receiving notice of such second meeting shall be deemed to be present at such meeting.\n\nArticle 60\n\nIf a director is unable to attend a Board of Directors meeting, he may issue a proxy and entrust a representative to attend the meeting on his behalf. The representative so entrusted shall have the same rights and powers as the director who entrusted him. One person may represent more than one director by proxy.\n\nArticle 61\n\nThe Board of Directors will cause complete and accurate minutes (in both English and Chinese) to be kept of all Board meetings. The Chinese and English text of all resolutions to be adopted by the Board of Directors at Board meetings shall be agreed by the directors at the Board meeting and recorded by the secretary appointed for the meeting, and those members approving the resolutions shall sign such records. Draft minutes of all meetings of the Board of Directors shall be distributed to all the directors as soon as practicable after each meeting but not later than thirty (30) days from the date of such meeting. The final minutes shall be completed by the Chairman and the Vice-Chairman and distributed to each director and each Party not later than sixty (60) days after the relevant meeting. The Joint Venture Company shall maintain a file of all Board meeting minutes and make the same freely available to the Parties and their authorized representatives.\n\nArticle 62\n\nThe Board of Directors may adopt any resolution without a meeting if all of the directors then holding office consent in writing to such action. Such written consent may be signed by the directors in different counterparts, shall be filed with the minutes of the Board of Directors proceedings and shall have the same force and effect as a unanimous vote of the directors present at a duly constituted meeting of the Board.\n\n                                    Page 16\n\nArticle 63\n\nDirectors shall serve without any remuneration, but all reasonable costs incurred by the directors in attending Board meetings (including but not limited to travel expenses) shall be borne by the Joint Venture Company.\n\n                  CHAPTER 11 BUSINESS MANAGEMENT ORGANISATION\n\nArticle 64\n\nThe Joint Venture Company shall establish a business management organization to be in change of the day-today operation and management of the Joint Venture Company.\n\nArticle 65\n\nThe Joint Venture Company's business management organization shall be under the leadership of a CEO, who shall report directly to the Board of Directors. In addition to the CEO, the Joint Venture Company shall have a Deputy CEO, Chief Financial Officer, Director of Sales, Director of Human Resources, Director of Manufacturing, and Director of Research and Development (together with the CEO, the \"Senior Management Personnel\"). The CEO shall be in charge of the day-to-day operation and management of the Joint Venture Company. The Deputy CEO shall assist the CEO in his work and shall report to the CEO. Other department directors shall report directly to the CEO.\n\nArticle 66\n\n\n\n\n\nThe CEO shall be nominated by Party B, and the Deputy CEO shall be nominated by Party A The Chief Financial Officer shall be nominated by Party A, and an Assistant Financial Officer may be nominated by Party B. The Chief Financial Officer must consult with the Assistant Financial Officer, if any, on all important financial matters. Each officer nominated by a party or parties in accordance with this paragraph shall be appointed by the Board of Directors. The other Management Personnel shall be nominated by the CEO and appointed by the Board of Directors. The Board may dismiss any Management Personnel. All replacements for any of the Management Personnel, whether by reason of the retirement, resignation, disability or death of a manager or of the removal of a manager by the Board of Directors or by the Party which nominated him, shall be nominated and appointed in the same manner as the original appointee. Other details of management shall be decided by the CEO.\n\nArticle  67\n\nThe CEO shall be in charge of the day-to-day operation and management of the Joint Venture Company and shall carry out all matters entrusted by the Board of Directors. The Deputy CEO shall assist the CEO in his work and shall report to the CEO.\n\n                                    Page 17\n\nArticle 68\n\nThe CEO, Deputy CEO and all other Management Personnel shall perform their duties on a full-time basis and shall not concurrently serve as a manager, an employee or a consultant of any other company or enterprise, nor shall they serve as a director of, or hold any interest in, any company or enterprise that competes with the Joint Venture Company.\n\nArticle 69\n\nThe Joint Venture Company's basic departmental structure and other management positions reporting directly to the CEO shall be approved by the Board of Directors based on proposals formulated by the CEO. The details of the Joint Venture Company's organizational structure and all other employment positions shall be determined by the CEO.\n\nArticle 70\n\nBoth Chinese and English shall be used concurrently as the management languages of the Joint Venture Company.\n\nArticle 71\n\nIn case of graft or serious dereliction of duty on the part of the CEO, Deputy CEO and other management personnel of the Joint Venture Company, the Board of Directors shall have the power to dismiss such individuals at any time pursuant to the provisions of relevant PRC law.\n\n                   CHAPTER 12 SITE FOR JOINT VENTURE COMPANY\n\nArticle 72\n\nParty A confirms that it will procure for use of the Joint Venture Company a site to be further identified and agreed by the Parties. The site shall be in the Baoding High Technology Development Zone, shall have granted land use rights, and shall have utilities that may be directly connected by the Joint Venture Company at the site.\n\nThe Parties shall further agree on the size and standards of the building to be constructed to meet the Joint Venture Company's operating needs.\n\n                 CHAPTER 13 PURCHASE OF EQUIPMENT AND MATERIALS\n\nArticle 73\n\n                                    Page 18\n\nThe Joint Venture Company has the right to purchase equipment, machinery, raw materials, etc. required for the Joint Venture Company's production and operations. 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.\n\nArticle 74\n\nThe Joint Venture Company may entrust Party A or Party B to purchase the items listed in the above article. Any party so entrusted shall use its best endeavors to accomplish the purpose of the entrustment. The price shall be fair and reasonable. The party so entrusted shall follow the internationally accepted procedures to purchase materials when their quantity is large. The other party and the Joint Venture Company shall supervise the action of purchasing.\n\n\n\n\n\nArticle 75\n\nA list of equipment that the Joint Venture Company intends to import as Party B's capital contribution and as purchase from Party B for the commencement of the Joint Venture Company's production and operations is set forth as Appendix 3 to this Contract.\n\n                          CHAPTER 14 LABOR MANAGEMENT\n\nArticle 76\n\nMatters relating to the recruitment, wages, insurance, welfare, dismissal of the staff and workers of the Joint Venture Company shall be handled in accordance with the LABOR LAW OF THE PEOPLE'S REPUBLIC OF CHINA and the REGULATIONS OF THE PEOPLE'S REPUBLIC OF CHINA ON LABOR MANAGEMENT IN FOREIGN INVESTMENT ENTERPRISES and related PRC regulations. The Joint Venture Company's internal labor policies shall be established pursuant to relevant PRC laws and regulations, and approved by the Board of Directors.\n\nArticle 77\n\nThe Joint Venture Company shall adopt a labor contract system. The wages, welfare, labor insurance and other rights and obligations of working personnel and Management Personnel shall be regulated through individual or group labor contracts.\n\nArticle 78\n\nExpatriate management personnel and Chinese management personnel in the same position shall receive equivalent salary and benefits.\n\nArticle 79\n\nEmployees will be selected according to their professional qualifications, language abilities, individual characteristics and working experience. The specific number and qualifications of the Working Personnel shall be determined by the CEO in accordance with the operating needs of the\n\n                                    Page 19\n\nJoint Venture Company. 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.\n\nArticle 80\n\nExcept as provided in Article 78, expatriate personnel and Chinese personnel in the same position shall be treated equally and without discrimination.\n\nArticle 81\n\nWorking Personnel shall have the right to establish a labor union in accordance with the LABOR UNION LAW OF THE PEOPLE'S REPUBLIC OF CHINA and develop activities pursuant to related regulations. In accordance with relevant PRC regulations, the Joint Venture Company shall allot each month two percent (2%) of the total amount of the real wages received by the Joint Venture Company staff and workers for payment into a labor union fund, such payment to be an expense of the Joint Venture Company. The labor union may use these funds in accordance with the relevant control measures for labor union funds formulated by the All China Federation of Labor Unions.\n\n                  CHAPTER 15 FINANCIAL AFFAIRS AND ACCOUNTING\n\nArticle 82\n\nThe Chief Financial Officer and Assistant Financial Officer of the Joint Venture Company, under the leadership of the CEO, shall be responsible for the financial management of the Joint Venture Company. The CEO, the Chief Financial Officer and Assistant Financial Officer shall prepare the Joint Venture Company's accounting system and procedures in accordance with the relevant PRC laws and regulations, and submit the same to the Board of Directors for adoption.\n\nArticle 83\n\nThe Joint Venture Company shall adopt Renminbi as its bookkeeping base currency, but may also adopt United States Dollars or other foreign currencies as supplementary bookkeeping currencies. The debit and credit method, as well as the accrual basis of accounting, shall be adopted as the methods and principles for keeping accounts.\n\nArticle 84\n\nThe Joint Venture Company shall adopt the calendar year as its fiscal year. The Joint Venture Company's first fiscal year shall commence on the date that the Joint Venture Company receives a business license and shall end on the immediately succeeding December 31.\n\nArticle 85\n\nAll accounting records, vouchers, books and statements of the Joint Venture Company must be made and kept in Chinese. All financial statements and reports\n\n\n\n\n\nof the Joint Venture Company shall also be made and kept in English.\n\n                                    Page 20\n\nArticle 86\n\nFor the purpose of preparing the Joint Venture Company's accounts and statements, calculation of profits to be distributed to the Parties, and for any other purposes where it may be necessary to effect a currency conversion, such conversion shall be made using the median rate for buying and selling for such currency announced by the People's Bank of China on the date of actual receipt or payment by the Joint Venture Company.\n\nArticle 87\n\nThe Parties shall have full and equal access to the Joint Venture Company's accounts, which shall be kept at the legal address of the Joint Venture Company. 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.\n\nArticle 88\n\nThe Joint Venture Company shall furnish to the Parties unaudited financial reports on a monthly and quarterly basis so that they may continuously be informed about the Joint Venture Company's financial performance.\n\nArticle 89\n\nAn accountant registered in China and independent of any Party shall be engaged by and at the expense of the Joint Venture Company as its auditor to examine and verify the Joint Venture Company's annual financial statements and report. The Joint Venture Company shall submit to the Parties an annual statement of final accounts (including the audited profit and loss statement and the balance sheet for the fiscal year) after the end of the fiscal year, together with the audit report of the Chinese registered accountant.\n\nArticle 90\n\nThe Joint Venture Company shall separately open foreign exchange accounts and Renminbi accounts at banks within China approved by the State Administration of Exchange Control. Following approval by the State Administration of Exchange Control, the Joint Venture Company may also open foreign exchange bank accounts outside China. The Joint Venture Company shall apply for and maintain a Foreign Exchange Registration Certificate in accordance with applicable legal requirements. The Joint Venture Company shall abide by the regulations of the PRC concerning foreign exchange control and handle foreign exchange transaction pursuant to such regulations.\n\nArticle 91\n\nAfter the payment of income taxes by the Joint Venture Company, the Board of Directors will determine the annual allocations to each of the Three Funds from the after-tax net profits. The sum\n\n                                    Page 21\n\nof the allocations to the Three Funds for any fiscal year shall be determined by the Board and shall not exceed ten percent (10%) of the after-tax profit for that year so as to ensure the Joint Venture Company's smooth operation.\n\nArticle 92\n\nThe distribution of the Joint Venture Company's after-tax profits to the Parties shall be carried out according to related laws and the Joint Venture Company's actual conditions. The Board of Directors shall once every year by a formally adopted resolution decide the amount of after-tax profit of the Joint Venture Company (after allocations to the Three Funds) to be retained in the Joint Venture Company for expanding its production and operations and the amount to be distributed to the Parties in proportion to their respective shares of the Joint Venture Company's registered capital. All remittances of profits and other payments out of China to Party B shall be made to a foreign bank account designated by Party B in United States Dollars or other freely convertible foreign currencies in accordance with the foreign exchange regulations of China.\n\n                       CHAPTER 16 TAXATION AND INSURANCE\n\nArticle 93\n\nThe Joint Venture Company shall pay all taxes and duties required under the national and local laws and regulations of China. The Joint Venture Company's Chinese and expatriate personnel shall pay individual income tax in accordance with the INDIVIDUAL INCOME TAX LAW OF THE PEOPLE'S REPUBLIC OF CHINA.\n\n\n\n\n\nArticle 94\n\nThe 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.\n\nArticle 95\n\nThe 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.\n\n                           CHAPTER 17 CONFIDENTIALITY\n\nArticle 96\n\nPrior to and during the Contract Term, each Party has disclosed or may disclose to the other Party, including without limitation through technology transfer or license agreements, confidential and proprietary information and materials concerning their respective businesses, financial condition, proprietary technology, research and development, and other confidential matters. Furthermore,\n\n                                    Page 22\n\nduring the Contract Term, the Parties may obtain such confidential and proprietary information concerning the Joint Venture Company and the Joint Venture Company may obtain such confidential and proprietary information of the Parties. Each of the Parties and the Joint Venture Company receiving all such information as aforesaid (hereinafter referred to \"Confidential Information\") shall, during the Contract Term, or during the term of the Joint Venture Company and for two (2) years after the early termination or dissolution of the Joint Venture Company prior to the expiration of the Contract Term:\n\n        (1)    maintain the confidentiality of such Confidential Information;                and\n\n        (2)    not disclose it to any person or entity, except to their                respective employees who need to know such Confidential                Information to perform their work responsibilities.\n\nThe above provisions shall not apply to Confidential Information that:\n\n        (1)    can be proved to have been known by the receiving party by                written records made prior to disclosure by the disclosing party;\n\n        (2)    is or becomes public knowledge otherwise than through the                receiving party's breach of this Contract;\n\n        (3)    was obtained by the receiving party from a Third Party having no                obligation of confidentiality with respect to such Confidential                Information; or\n\n        (4)    is required by order of any competent court or governmental                authority to be disclosed.\n\nEach Party shall advise its directors, senior staff, and other employees receiving such Confidential Information of the existence of and the importance of complying with the obligations set forth in this Article.\n\nArticle 97\n\nIf required by any Party, the Joint Venture Company shall execute a separate secrecy agreement with provisions similar to those set out above with respect to Confidential Information obtained by the Joint Venture Company from such Party or its Affiliates.\n\nArticle 98\n\nEach of the Parties and the Joint Venture Company shall formulate rules and regulations to cause its directors, senior staff and other employees, and those of their Affiliates, also to comply with the confidentiality obligations set forth in this Chapter 17. All directors, managers and other employees of the Joint Venture Company shall be required to sign a confidentiality undertaking in a form acceptable to all Parties.\n\n                                    Page 23\n\nArticle 99\n\nIf any Party or the Joint Venture Company breaches the provisions of this Chapter 17, it shall be liable for damages accrued to the other Party or the\n\n\n\n\n\nJoint Venture Company as a result of such breach. The payment of damages shall be without prejudice to any other rights or remedies accrued at the date of such breach.\n\nArticle 100\n\nThis 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.\n\n               CHAPTER 18 ENVIRONMENTAL PROTECTION AND COMPLIANCE\n\nArticle 101\n\nParty B warrants that to the best of its knowledge those products that are properly manufactured pursuant to the terms of the Contract for Technology Investment and other written instructions from Party B shall comply with those relevant PRC environmental laws and regulations existing and in effect as of the date of the Parties' signature of this Contract.\n\nArticle 102\n\nFollowing the establishment of the Joint Venture Company, if PRC environmental laws and regulations are amended such that the rights or interests of the Joint Venture Company or either Party's interest therein are affected, then the Parties shall discuss in good faith regarding a suitable approach to address such regulatory change, consistent with Article 119 hereto.\n\n                            CHAPTER 19 CONTRACT TERM\n\nArticle 103\n\nThe Contract Term shall extend for a period of fifty (50) years. The date that the Business License is issued is the Establishment Date of the Joint Venture Company. 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.\n\n                                    Page 24\n\n                     CHAPTER 20 TERMINATION AND LIQUIDATION\n\nArticle 104\n\nEach 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:\n\n        (1)    in the event that either party fails to make its capital                contribution, in whole or in part, within [90] days of the due                date, or in the event that any of the conditions precedent set                forth in Article 34 of this Contract have not been satisfied or                waived within [120] days of the date on which this Contract is                signed by the parties;\n\n        (2)    the other Party materially breaches this Contract or materially                violates the Articles of Association, and such breach or                violation is not cured within sixty (60) days of written notice                to the breaching/violating Party;\n\n        (3)    the Joint Venture Company or the other Party becomes bankrupt, or                is the subject of proceedings for liquidation or dissolution, or                ceases to carry on business, or becomes unable to pay its debts                as they come due;\n\n        (4)    the other Party transfers all or any part of its share of the                Joint Venture Company's registered capital in violation of the                provisions of this Contract;\n\n        (5)    any government authority having authority over any Party requires                any provision of this Contract or the Articles of Association to                be revised in such a way as to cause significant adverse                consequences to the Joint Venture Company or any Party;\n\n        (6)    the conditions or consequences of Force Majeure prevail with the                result of a major impairment to the functioning of the Joint                Venture Company for a period in excess of six (6) months and the                Parties have been unable to find an equitable solution; or\n\n        (7)    the Parties cannot implement the economic adjustment described in                Article 119.\n\nArticle 105\n\nIf any Party gives notice to terminate this Contract pursuant to Article 104, the Parties shall endeavour to resolve the problem through negotiation and agreement. If, within thirty (30) days of receipt of such notice, the Parties have not agreed in writing to continue this Contract, then each Party and the directors appointed by each Party shall be deemed to have agreed to terminate\n\n\n\n\n\nthis Contract and dissolve the Joint Venture Company. An application for the same shall forthwith be submitted to the Examination and Approval Authority.\n\nArticle 106\n\nFollowing an application to dissolve the Joint Venture Company pursuant to Article 105, the Board of Directors shall forthwith appoint a liquidation committee which shall have the power to represent the Joint Venture Company in all legal matters. The liquidation committee shall value and liquidate\n\n                                    Page 25\n\nthe Joint Venture Company's assets in accordance with the applicable Chinese laws and regulations and the principles set forth herein.\n\nArticle 107\n\nThe liquidation committee shall be made up of three (3) members, of whom one (1) member shall be nominated by Party A and two (2) members shall be nominated by Party B. Members of the liquidation committee may, but need not be, directors or senior employees of the Joint Venture Company. The liquidation committee may engage a lawyer and an accountant registered in China to assist the liquidation committee. When permitted by Chinese law, any Party may also appoint professional advisors to assist the liquidation committee. The Board of Directors shall report the formation of the liquidation committee to the department in charge of the Joint Venture Company.\n\nArticle 108\n\nThe liquidation committee shall conduct a thorough examination of the Joint Venture Company's assets and liabilities, on the basis of which it shall develop a liquidation plan, which, if approved by the Board of Directors, shall be executed under the liquidation committee's supervision.\n\nArticle 109\n\nIn developing and executing the liquidation plan, the liquidation committee shall use every effort to obtain the highest possible price for the Joint Venture Company's assets and, subject to compliance with PRC foreign exchange control regulations, sell such assets for United States Dollars or other freely convertible foreign currencies.\n\nArticle 110\n\nThe liquidation expenses, including remuneration to members and the lawyers and accountants assisting the liquidation committee, shall be paid out of the Joint Venture Company's assets in priority to the claims of other creditors.\n\nArticle 111\n\nAfter the liquidation and division of the Joint Venture Company's assets and the settlement of all of its outstanding debts, the balance shall be paid over to the Parties in proportion to their respective shares of the registered capital of the Joint Venture Company.\n\nArticle 112\n\nOn completion of all liquidation work, the liquidation committee shall provide a liquidation completion report approved by the Board of Directors to the Examination and Approval Authority, hand in the Joint Venture Company's business license to the original registration authority and complete all other formalities for nullifying the Joint Venture Company's registration. Party B shall have a right to obtain copies of all of the Joint Venture Company's accounting books and other documents at their own expense but the originals thereof shall be left in the care of Party A.\n\n                                    Page 26\n\n                          CHAPTER 21 BREACH OF CONTRACT\n\nArticle 113\n\nIn the event that a breach of contract committed by a Party to this Contract results in the non- performance of or inability to perform this Contract or its appendices fully, the liabilities arising from the breach of this contract or its Appendices shall be borne by the Party in breach. In the event that a breach of contract is committed by more than one Party, each such Party shall bear its individual share of the liabilities arising from the breach of contract.\n\n                            CHAPTER 22 FORCE MAJEURE\n\nArticle 114\n\n\"Force Majeure\" shall mean all events which were unforeseeable at the time this Contract was signed, the occurrence and consequences of which cannot be avoided or overcome, and which arise after the Effective Date and prevent total or\n\n\n\n\n\npartial performance by any Party./ Such events shall include earthquakes, typhoons, flood, fire, war and any other instances which cannot be foreseen, avoided or overcome, including instances which are accepted as force majeure in general international commercial practice.\n\nArticle 115\n\nIf an event of Force Majeure occurs, a Party's obligations under this Contract affected by such an event shall be suspended during the period of delay caused by the Force Majeure and shall be automatically extended, without penalty, for a period equal to such suspension. The Party claiming Force Majeure shall promptly inform the other Party in writing and shall furnish within fifteen (15) days thereafter sufficient evidence of the occurrence and duration of such Force Majeure. The Party claiming Force Majeure shall also use all reasonable endeavours to terminate the Force Majeure. In the event of Force Majeure, the Parties shall immediately consult with each other in order to find an equitable solution and shall use all reasonable endeavours to minimize the consequences of such Force Majeure.\n\n                        CHAPTER 23 SETTLEMENT OF DISPUTES\n\nArticle 116\n\nIn the event a dispute arises in connection with the interpretation or implementation of this Contract, the Parties shall attempt in the first instance to resolve such dispute through friendly consultations. If the dispute is not resolved through consultations within sixty (60) days after one Party has served a written notice on the other Party requesting the commencement of consultations, then any Party may refer the dispute to arbitration in Singapore under the auspices of the Singapore International Arbitration Centre in accordance with the rules of that Centre for the time being in force and the provisions of Article 117 of this Contract.\n\n                                    Page 27\n\nArticle 117\n\nThere shall be three (3) arbitrators, one (1) of whom shall be appointed by Party A, one (1) of whom shall be appointed by Party B, and one (1) of whom shall be appointed by the arbitration tribunal. The arbitration award shall be final and binding on the Parties. When any dispute occurs and when any dispute is under arbitration, except for the matters under dispute, the Parties shall continue to exercise their other respective rights and fulfil their other respective obligations under this Contract. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any legal action between the Parties pursuant to or relating to this Contract, each Party expressly waives the defense of sovereign immunity and any other defence based on the fact or allegation that it is an agency or instrumentality of a sovereign state.\n\n                            CHAPTER 24 APPLICABLE LAW\n\nArticle 118\n\nThe 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. If there is no published law in China governing a particular matter relating to this Contract, reference shall be made to general international commercial practices.\n\nArticle 119\n\nIf one Party's economic benefits are adversely and materially affected by the promulgation of any new laws, rules or regulations of China or the amendment or interpretation of any existing laws, rules or regulations of China after the Effective Date of this Contract, the Parties shall promptly consult with each other and use their best endeavours to implement any adjustments necessary to maintain each Party's economic benefits derived from this Contract on a basis no less favourable than the economic benefits it would have derived if such laws, rules or regulations had not been promulgated or amended or so interpreted. If it is not possible to implement such adjustments, a Party may terminate this Contract pursuant to Chapter 20 of this Contract.\n\n                       CHAPTER 25 MISCELLANEOUS PROVISIONS\n\nArticle 120\n\nTo the extent permitted by Chinese law, failure or delay on the part of any Party hereto to exercise a right under this Contract and the Appendices hereto shall not operate as a waiver thereof; nor shall any single or partial exercise of a right preclude any other future exercise thereof.\n\nArticle 121\n\nExcept 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.\n\n                                    Page 28\n\n\n\n\n\nArticle 122\n\nThis Contract is made for the benefit of Party A and Party B and their respective lawful successors and assignees and is legally binding on them. This Contract may not be amended orally, and any amendment hereto must be agreed to in a written instrument signed by all of the Parties and approved by the Examination and Approval Authority before taking effect.\n\nArticle 123\n\nSubject to the provisions of Article 118 hereof, the invalidity of any provision of this Contract shall not affect the validity of any other provision of this Contract.\n\nArticle 124\n\nThis Contract is written and signed in the Chinese language in six (6) originals and in the English language in six (6) originals. Both language versions shall be equally valid and in the event of any discrepancy between the two versions, the wording in dispute shall be interpreted in accordance with the purpose of this Contract.\n\nArticle 125\n\nThis Contract and the Appendices hereto constitute the entire agreement between the Parties with respect to the subject matter of this Contract and supersede all prior discussions, negotiations and agreements between them with respect to the subject matter of this Contract. In the event of any conflict between the terms and provisions of this Contract and the Articles of Association, the terms and provisions of this Contract shall prevail.\n\nArticle 126\n\nThis Contract shall take effect after it is approved by the Examination and Approval Authority.\n\nArticle 127\n\nAny notice or written communication provided for in this Contract from one Party to the other Party or to the Joint Venture Company shall be made in writing in Chinese and English and may be sent telegram, telex or facsimile transmission, or by courier service delivered letter or by post. Any communication sent by facsimile transmission or e-mail shall be confirmed by courier service delivered letter or by post. The date of receipt of a notice or communication hereunder shall be deemed to be fourteen (14) days after the letter is given to the courier service or postal service, or one (1) working day after sending in the case of facsimile or e-mail, provided it is evidenced by a confirmation receipt and the confirmation letter is sent by courier delivered letter or post. All notices and communications shall be sent to the appropriate address set forth below, until the same is changed by notice given in writing to the other Party.\n\nPARTY A:\n\nFengfan Group Limited Liability Company 8 Fu Chang Road,\n\n                                    Page 29\n\nBaoding City, Hebei Province, People's Republic of China\n\nFacsimile No: (0312) 3236562 Telephone No: (0312) 322 5931 E-mail:\n\nRepresentative: Chen Mengli\n\nPARTY B:\n\nValence Technology, Inc. 301 Conestoga Way Henderson Nevada 89015 U.S.A.\n\nFacsimile No: (702) 558-1310 Telephone No: (702) 558-1073 Attention: General Counsel\n\nE-mail:\n\nTHE JOINT VENTURE COMPANY:\n\nFengfan-Valence Battery Company, Ltd.Baoding City High and New Technology Development Zone, Baoding City, Hebei Province People's Republic of China\n\n\n\n\n\nAttention:            CEO\n\nE-mail:\n\nArticle 128\n\nThe Appendices hereto listed below are made an integral part of this Contract and are equally binding with these the provisions of this Contract:\n\nAppendix 1     Schedule for Capital Contributions\n\nAppendix 2     Contract for Technology Investment\n\nAppendix 3     Contract for Equipment Investment and Purchase\n\nAppendix 4     Export Sales Contract\n\n                                    Page 30\n\nIN WITNESS WHEREOF, the duly authorized representative of each Party has signed this Contract in Baoding, People's Republic of China on November 8, 2002.\n\nFENGFAN GROUP LIMITED                       VALENCE TECHNOLOGY, INC. LIABILITY COMPANY\n\nBy: /S/ CHEN MENGLI                         By:  /S/ DEEPAK SWAMY    ----------------------------                --------------------------------\n\nName:  CHEN MENGLI                          Name:  DEEPAK SWAMY\n\nTitle: CHAIRMAN OF THE BOARD                Title: VICE PRESIDENT OF LICENSING                                                    OPERATIONS\n\nNationality: P.R. CHINA                     Nationality:  AMERICAN\n\n                                    Page 31"}]}, {"title": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "NON-COMPETITION AND NON-SOLICITATION AGREEMENT", "answer_start": 83}], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "\"Gulf International\")", "answer_start": 460}, {"text": "Gulf Oil International Limited,", "answer_start": 382}, {"text": "Quaker Chemical Corporation", "answer_start": 220}, {"text": "\"Buyer\")", "answer_start": 249}, {"text": "\"Gulf Oil\" and, together with Gulf Houghton and Gulf International, the \"Sellers\" and each, a \"Seller\")", "answer_start": 561}, {"text": "(\"Gulf Houghton\"", "answer_start": 363}, {"text": "GOCL Corporation Limited,", "answer_start": 487}, {"text": "Gulf Oil Lubricants India, Ltd, a public limited company incorporated in India (\"Gulf India\"), is executing this Agreement solely for purposes of Section 1(c) [Confidentiality; Non-competition; Non-solicitation].", "answer_start": 679}, {"text": "Gulf Houghton Lubricants Ltd.,", "answer_start": 287}], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "August 1, 2019", "answer_start": 162}], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "August 1, 2019", "answer_start": 162}], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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).", "answer_start": 13379}], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 8597}, {"text": "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: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business;", "answer_start": 6662}], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [{"text": "; provided, however that 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.", "answer_start": 7254}], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": false}, {"answers": [{"text": "Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former", "answer_start": 9290}, {"text": "employees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period.", "answer_start": 9849}, {"text": "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.", "answer_start": 8850}], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": false}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 12847}], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "Pursuant to the Purchase Agreement, Gulf Houghton shall receive cash consideration and shares of Buyer's capital stock in exchange for the Shares owned by Gulf Houghton and as inducement for Gulf Houghton and the other Sellers to enter into this Agreement.", "answer_start": 4744}], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "EXHIBIT 10.2 EXECUTION VERSION NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this \"Agreement\"), dated as of August 1, 2019 (the \"Effective Date\"), is entered into by Quaker Chemical Corporation (\"Buyer\"), a Pennsylvania corporation, Gulf Houghton Lubricants Ltd., a company incorporated in the Cayman Islands (\"Gulf Houghton\"), Gulf Oil International Limited, a company incorporated in the Cayman Islands (\"Gulf International\"), and GOCL Corporation Limited, a public limited company incorporated in India (\"Gulf Oil\" and, together with Gulf Houghton and Gulf International, the \"Sellers\" and each, a \"Seller\"). In addition, Gulf Oil Lubricants India, Ltd, a public limited company incorporated in India (\"Gulf India\"), is executing this Agreement solely for purposes of Section 1(c) [Confidentiality; Non-competition; Non-solicitation]. BACKGROUND WHEREAS, Gulf Houghton owns 3,074,270.00 of the outstanding ordinary shares (the \"Shares\") in Global Houghton Ltd., an exempted company incorporated under the Laws of the Cayman Islands (the \"Company\"); Gulf International owns approximately 90% of Gulf Houghton; and Gulf Oil is an indirect owner of approximately 10% of Gulf Houghton. WHEREAS, The Company and its subsidiaries are engaged in the business of manufacturing, distributing and/or selling one or more of the following formulated chemical specialty product lines: fire resistant hydraulic fluids, semi-synthetic and specialty metalworking fluids, cleaning fluids, cold-rolling oils, hot-rolling oils, and specialty industrial greases (such business, as conducted by the Company and its Subsidiaries as of the Effective Date, the \"Company Business\"). WHEREAS, Buyer and its subsidiaries are engaged in the business of manufacturing, distributing and/or selling the following formulated chemical specialty product lines or chemical management services (\"CMS\"), (i) rolling lubricants (used by manufacturers of steel in the hot and cold rolling of steel and by manufacturers of aluminum in the hot rolling of aluminum); (ii) corrosion preventives (used by steel and metalworking customers generally to protect metal during manufacture, storage, and shipment); (iii) metal finishing compounds (used to prepare metal surfaces for special treatments such as, but not limited to, galvanizing and tin plating and to prepare metal for further processing); (iv) machining and grinding compounds (typically used by customers in cutting, shaping, and grinding metal parts which require special treatment to enable them to tolerate the manufacturing process, achieve closer tolerance, and improve tool life); (v) forming compounds (used generally to facilitate the drawing and extrusion of metal products); (vi) bio-lubricants (typically used in machinery in the forestry and construction industries); (vii) hydraulic fluids (used generally by steel, metalworking, mining, and other customers to operate hydraulic equipment); (viii) chemical milling maskants for the aerospace industry; (ix) temporary and permanent coatings for metal and concrete products, tubes and pipes and other applications; (x) construction products, such as flexible sealants and protective coatings, for various applications; (xi) various specialty greases used in automobile, industrial and various other applications; (xii) various die casting lubricants and mold release agents; (xiii) various dust suppressants, ground control agents and roofing products used in mining; and (xiv)\n\n\n\n\n\nprograms to provide CMS (such business, as conducted by Buyer and its subsidiaries as of the Effective Date, the \"Existing Business\" and, together with the Company Business, the \"Combined Business\"). WHEREAS, Buyer, Gulf Houghton and other shareholders of the Company are parties to a Share Purchase Agreement dated as of April 4, 2017, under which Buyer is acquiring the Shares (the \"Purchase Agreement\"). Capitalized terms used herein but not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement. WHEREAS, Sellers, together with the Company, have been substantially involved in and with the Company's operations and management and possess trade secrets and other confidential information relating to the Company Business and the Company's clients, customers, vendors, suppliers and operations. 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. Pursuant to the Purchase Agreement, Gulf Houghton shall receive cash consideration and shares of Buyer's capital stock in exchange for the Shares owned by Gulf Houghton and as inducement for Gulf Houghton and the other Sellers to enter into this Agreement. NOW THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained in this Agreement and in the Purchase Agreement, the parties, intending to be legally bound, agree as follows: 1. Confidentiality; Non-competition; Non-solicitation. (a) From and after the date hereof, each Seller shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning Buyer, the Company and the Company Subsidiaries, except to the extent that such Seller can show that such information: (i) is generally available to and known by the public through no fault of any Seller or any of their respective Affiliates or Representatives or (ii) is lawfully acquired by such Seller, any of its Affiliates or their respective Representatives from and after the date hereof from sources that are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If any Seller or any of its Affiliates or their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, such Seller shall promptly notify Buyer in writing and shall disclose only that portion of such information that such Seller is advised by its counsel is legally required to be disclosed, provided that such Seller shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.\n\n2\n\n\n\n\n\n(b) 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: (i) own, manage, operate or control any business which competes with any Combined Business or (ii) be or become a shareholder, partner, member or owner of any Person who is engaged in any Combined Business; provided, however that 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. Each Seller agrees that this covenant is reasonable with respect to its duration, geographical area and scope. For purposes of this Agreement, the term \"control\" (including the terms \"controlled by\" and \"under common control with\") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. (c) 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. (d) 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. Notwithstanding the above, Sellers shall not be restricted from (1) soliciting for employment or hiring former employees of Buyer or the Company (including their respective subsidiaries) whose employment was terminated by Buyer or the Company (including their respective subsidiaries) at least six months prior to such initial solicitation by such Seller or (2) soliciting employees of the Combined Business by means of a general solicitation through a public medium or general or mass mailing that is not specifically targeted at employees or former\n\n3\n\n\n\n\n\nemployees of the Combined Business; provided, however, that this clause (2) shall not permit any Seller to hire any such employees during the Non-Solicit Period. (e) It is the intention of the parties that the covenants contained in this Section 1 shall be enforced to the greatest extent (but to no greater extent) in time, area and degree of participation as is permitted by the Law of that jurisdiction whose Law is applicable to any acts allegedly in breach of such covenants. To this end, the parties agree that the covenants contained in this Section 1 shall be construed to extend in time and territory and with respect to degree of participation only so far as they may be enforced in such jurisdiction, and that the covenants contained in this Section 1 are to that end hereby declared divisible and severable. It being the purpose of this Section 1 to govern competition by the Sellers and their respective subsidiaries, the non-competition covenants contained in this Section 1 shall be governed by and construed according to the Law of all the jurisdictions in which competition in breach of this Agreement is alleged to have occurred or to be threatened that best gives them effect. 2. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 2): To the Buyer: Quaker Chemical Corporation One Quaker Park 901 E. Hector Street Conshohocken, PA 19428-2380 Facsimile: (610) 832-4496 E-mail: traubr@quakerchem.com Attention: Robert T. Traub with a copy (which shall not constitute notice) to: Drinker, Biddle & Reath LLP One Logan Square Suite 2000 Philadelphia, Pennsylvania 19103 Facsimile: (215) 988-2757 E-mail: Douglas.Raymond@dbr.com Attention: F. Douglas Raymond, III\n\n4\n\n\n\n\n\nIf to any of the Sellers: Gulf Houghton Lubricants Ltd. Whitehall House, 238 North Church Street, P.O. Box 1043, George Town Grand Cayman KY1-1102 Cayman Islands Facsimile: (305) 675-2619 Email: Sandra@accla.im Attention: Sandra Georgeson with a copy (which shall not constitute notice) to: Mayer Brown LLP 1221 Avenue of the Americas New York, New York 10020 Facsimile: (212) 849-5914 E-mail: rwheeler@mayerbrown.com Attention: Reb D. Wheeler 3. Successors and Assigns. 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. No assignment shall relieve the assigning party of any of its obligations hereunder. 4. Governing Law. (a) 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). (b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA IN EACH CASE LOCATED IN THE CITY OF PHILADELPHIA AND COUNTY OF PHILADELPHIA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY'S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE\n\n5\n\n\n\n\n\nPARTIES 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. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4(C) [Governing Law]. 5. Injunctive Relief; Attorneys Fees. 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. Accordingly, the parties agree that Buyer shall, in addition to monetary damages incurred by reason of any such breach or potential breach, without the necessity of posting any bond or similar instrument (and Sellers hereby irrevocably waive any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument) be entitled to seek injunctive relief (including specific performance) against the Sellers for breach of this Agreement. If any action or proceeding shall be commenced to enforce this Agreement or any right arising in connection with this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the reasonable attorneys' fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding. 6. Entire Agreement. This Agreement and the other Transaction Documents to which the parties hereto are parties constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. 7. Amendment Waivers, etc. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the\n\n6\n\n\n\n\n\nspecific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by a party of a breach of or a default under any of the provisions of this Agreement, nor the failure by any party, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity. 8. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 9. Counterparts; Effectiveness; Third Party Beneficiaries. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which shall together constitute one and the same instrument. This Agreement shall become effective when each party shall have received a counterpart hereof signed by the other party. Until and unless each party has received a counterpart hereof signed by the other party, this Agreement shall have no effect and none of the parties shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Facsimiles, e-mail transmission of .pdf signatures or other electronic copies of signatures shall be deemed to be original counterparts. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties and their respective successors and permitted assigns. 10. Cooperation; Further Assurances. Each of the parties shall execute such further instruments and take such other actions as the other party shall reasonably request in order to effectuate the purposes of this Agreement. 11. Interpretation. The words \"hereof\", \"herein\" and \"hereunder\" and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Sections are to Sections of this Agreement unless otherwise specified. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words \"include\", \"includes\" or \"including\" are used in this Agreement, they shall be deemed to be followed by the words \"without limitation\", whether or not they are in fact followed by those words or words of like import. \"Writing\", \"written\" and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.\n\n7\n\n\n\n\n\nAny reference to \"days\" means calendar days unless Business Days are expressly specified. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. [Signature page follows]\n\n8\n\n\n\n\n\nIN WITNESS WHEREOF, each of the parties has duly executed this Agreement as of the Effective Date. QUAKER CHEMICAL CORPORATION By: /s/ Robert T. Traub Name: Robert T. Traub Title: Vice President, General Counsel and Corporate Secretary [Signature Page to Non-Competition and Non-Solicitation Agreement]\n\n\n\n\n\nGULF HOUGHTON LUBRICANTS LTD. By: /s/ Sandra Georgeson Name: Sandra Georgeson Title: Director [Signature Page to Non-Competition and Non-Solicitation Agreement]\n\n\n\n\n\nGULF OIL INTERNATIONAL, LTD. By: /s/ Benjamin Booker Name: Benjamin Booker Title: Director [Signature Page to Non-Competition and Non-Solicitation Agreement]\n\n\n\n\n\nGOCL CORPORATION LIMITED By: /s/ Subhas Pramanik Name: Subhas Pramanik Title: Managing Director [Signature Page to Non-Competition and Non-Solicitation Agreement]\n\n\n\n\n\nGULF OIL LUBRICANTS INDIA, LTD. By: /s/ Ravi Chawla Name: Ravi Chawla Title: Managing Director [Signature Page to Non-Competition and Non-Solicitation Agreement]"}]}, {"title": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "SPONSORSHIP AND SERVICES AGREEMENT", "answer_start": 298}], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "HOF Village, LLC", "answer_start": 428}, {"text": "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\".", "answer_start": 787}, {"text": "HOFV", "answer_start": 485}, {"text": "(\"PFHOF\" and, together with HOFV, the \"HOF Entities\"", "answer_start": 578}, {"text": "Constellation NewEnergy, Inc.", "answer_start": 636}, {"text": "on behalf of itself and its retail affiliates and subsidiaries (collectively, \"Constellation\")", "answer_start": 691}, {"text": "National Football Museum, Inc., d/b/a Pro Football Hall of Fame", "answer_start": 493}], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "19t h day of December, 2018", "answer_start": 386}], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 23021}], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 42139}], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [{"text": "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", "answer_start": 8792}], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [{"text": "Notwithstanding the foregoing, this Section 2.2 shall not be deemed to apply to agreements executed prior to the date of this Agreement between the HOF Entities and Johnson Controls, Inc. or any of its affiliates.", "answer_start": 9573}], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": false}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 48823}, {"text": "Each of the HOF Entities or Constellation may terminate this Agreement at any time without liability if association with another Party could, in such Party's reasonable opinion, materially damage its reputation or image or in the event a Party breaches Section 3.3 hereof, which breach is not cured within sixty (60).", "answer_start": 25953}], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": false}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 40711}], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "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 [***].", "answer_start": 10240}], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "answer_start": 15760}, {"text": "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.", "answer_start": 19450}], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement.", "answer_start": 15760}, {"text": "This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village.", "answer_start": 20239}, {"text": "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.", "answer_start": 19450}, {"text": "This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity).", "answer_start": 16349}], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [{"text": "This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity).", "answer_start": 16349}], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": false}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 27293}], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "Constellation shall provide the HOF Entities with certificates of insurance, naming each HOF Entity as an additional insured, evidencing the existence of such insurance policies within ten (10) days after execution of this Agreement.", "answer_start": 47000}, {"text": "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.", "answer_start": 46332}], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [{"text": "Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree: (A) the licensor Party's Marks (or any of them); (B) any applications for registration and/or registrations therefor; (C) the goodwill related to the licensor Party's Marks (or any of them); (D) a licensor Party's federal, state and/or common law and other rights in or to the licensor Party's Marks; (E) a licensor Party's right, title, interest, and ownership in and to the licensor Party's Marks; and/or (F) the validity or enforceability of the any of the foregoing.", "answer_start": 18587}], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.8 EXECUTION COPY CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] OR [REDACTED] INDICATES THAT INFORMATION HAS BEEN REDACTED. SPONSORSHIP AND SERVICES AGREEMENT This SPONSORSHIP AND SERVICES AGREEMENT (the \"Agreement\") is made and entered into as of the 19t h day of December, 2018, by and among HOF Village, LLC, a Delaware limited liability company (\"HOFV\"), National Football Museum, Inc., d/b/a Pro Football Hall of Fame, an Ohio corporation (\"PFHOF\" and, together with HOFV, the \"HOF Entities\") and 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\". WITNESSETH: WHEREAS, Constellation desires to provide to the HOF Entities, and the HOF Entities desire to obtain from Constellation, certain of Constellation's products and services listed and described in Exhibit A (collectively, the \"Products & Services\") for use in connection with the Johnson Controls Hall of Fame Village in Canton, Ohio (the \"Village\"); and WHEREAS, Constellation desires to become a sponsor of the Village and to obtain the rights set forth herein in connection with such sponsorship. NOW, THEREFORE, in consideration of the promises herein contained, the Parties hereto agree as follows: ARTICLE 1\n\nSUPPLY OF PRODUCTS & SERVICES 1.1 Sale of Products & Services. (a) The HOF Entities shall consult with Constellation to develop a comprehensive energy strategy with respect to the Products & Services listing in Exhibit A, which reflects sustainable product solutions, competitive market pricing (incorporating completion of the Supplier Component Questionnaire in the form of Exhibit B hereof for the applicable HOF Entity or affiliate), periodic reporting and analytics, regulatory/market intelligence and infrastructure services and equipment.\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n(b) 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. For purposes of this Section 1.1(b), (i) the \"Market Price\" of any Products & Services shall mean the price for such Products & Services established by Constellation as the competitive market price at which such Products & Services are to be made available to Constellation's customers with a similar anticipated load profile within a specified utility service territory. Constellation shall invoice the applicable HOF Entity or its appropriate affiliate for all Products & Services purchased by such HOF Entity or its appropriate affiliate pursuant to the applicable Second Level Agreement (as defined below). In the event that the purchaser of Products & Services pursuant to this Article 1 is an affiliate of an HOF Entity (but not an HOF Entity), such affiliate shall be subject to Constellation's credit approval of such affiliate as the contracting entity. In the event that such affiliate does not meet Constellation's credit requirements (and in the event that such affiliate still desires to purchase such Products & Services), such affiliate shall provide to Constellation a surety bond reasonably acceptable to Constellation from a provider rated than A- (or an equivalent rating from S&P, Moody's, Fitch or AM Best) or better prior to the purchase of such Products & Services. (c) The Parties agree and acknowledge that neither HOF Entity or any of its respective affiliates shall be subject to any individual minimum purchase requirement (whether in terms of price, quantity or any other criteria) under this Agreement with respect to the Products & Services, but the HOF Entities and their respective affiliates remain subject to the aggregate EME financing pursuant to Section 2.4 during the Term. (d) All purchases of Products & Services from Constellation by the HOF Entities or their respective affiliates pursuant to this Agreement shall be made pursuant to a separate agreement executed between an HOF Entity or affiliate and Constellation which may include a master retail electricity supply agreement in substantially the form of Exhibit C-1, master retail natural gas supply agreement in substantially the form of Exhibit C-2, transaction confirmation in substantially the form of Exhibit C-3 or similar document or agreement (each, a \"Second Level Agreement\"). In the event of any conflict or inconsistency between this Agreement and any Second Level Agreement negotiated after execution of this Agreement and not substantially in the form attached hereto, this Agreement shall control except to the extent that the Second Level Agreement expressly refers to this Agreement and states that the specific provision thereof shall be deemed to amend and supersede a specifically identified provision hereof (in which case such specific provision of the Second Level Agreement shall control over such specifically identified provision hereof). 1.2 Title and Risk of Loss. With respect to the Products & Services delivered by Constellation to an HOF Entity (or its affiliates), title and risk of loss will pass as set forth in the applicable Second Level Agreements. 1.3 Delivery; Acceptance. With respect to the Products & Services delivered by Constellation to an HOF Entity (or its affiliates), delivery and acceptance will be governed by the applicable Second Level Agreements. 1.4 Warranty. 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. Without limiting the Warranty, Constellation represents, warrants and covenants that all Products & Services delivered in connection with this Agreement or any Second Level Agreement will be and will have been produced and/or provided in compliance with all applicable laws.\n\n2\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n1.5 Replacement Products & Services. In the event that Constellation shall fail to timely provide to the HOF Entities or any of their respective affiliates any Products & Services in accordance with the terms of this Agreement, the default and remedies provisions of the applicable Second Level Agreement shall govern. 1.6 Impact of Construction Delays. In the event that the issuance of a certificate of substantial completion for a facility listed on Exhibit D is delayed by a period of 6 months or longer from the last day of the quarter indicated on Exhibit D for that facility, the HOF Entities will provide prompt written notice to Constellation of such delay, and the Sponsorship Fees will be reduced, to the extent applicable, as set forth in Exhibit H. Any construction delay shall not impact the HOF Entities' contractual commitment or timelines as it relates to the obligations set forth in this Agreement related to EME financing. Any commodity supply agreements with the HOF Entities related to the delayed facility shall be extended in term by the number of months of the certificate of substantial completion delay at then current market pricing, except to the extent that an existing agreement is in place with respect to such delayed facility or supply quantity purchased. ARTICLE 2\n\nPROVISION OF SERVICES 2.1 Services. (a) Throughout the Term, Constellation shall provide to the HOF Entities and/or their respective affiliates the Products & Services. All Products & Services shall be delivered to the account(s) or facilit(y)(ies) identified in the applicable Second Level Agreement, or performed at the Village or at such other location upon which the Parties may mutually agree in the applicable Second Level Agreement. (b) All Services included in the Products & Services shall be performed with at least the level of service, quality and care provided by Constellation to other third parties receiving the same or substantially similar services. Constellation will provide, or cause to be provided, all of the Services included in the Products & Services in compliance in all material respects with all applicable laws, rules, regulations, codes, orders, treaties and other requirements of federal/national, state/provincial and local governments and agencies thereof, including but not limited those relating to labor, health, safety and the environment. 2.2 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. Notwithstanding the foregoing, this Section 2.2 shall not be deemed to apply to agreements executed prior to the date of this Agreement between the HOF Entities and Johnson Controls, Inc. or any of its affiliates.\n\n3\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n2.3 Costs and Expenses for Services. All up-front costs of providing the services included in the Products & Services, excluding costs of consumption of energy and energy-related services, shall be borne by Constellation. Costs of consumption of energy, energy-related services and EME services provided pursuant to this Agreement shall be borne by the HOF Entities. 2.4 EME Financing. 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 [***]. ARTICLE 3\n\nSPONSORSHIP RIGHTS AND BENEFITS 3.1 Sponsorship Rights. Subject to the terms of this Agreement, the HOF Entities hereby grant to Constellation, for the entire Term (except as otherwise set forth on Exhibit E), the sponsorship rights, advertising rights and other benefits described on Exhibit E (the \"Sponsorship Rights\"). 3.2 Production and Execution of Sponsorship Rights. (a) The design, layout, content and copy of all advertising signs and/or promotional materials covered by this Agreement, including any subsequent changes at Constellation's expense, are subject to prior written approval by the HOF Entities, which approval shall not be unreasonably withheld (provided, however, that a rejection or denial of approval shall not be considered unreasonable if the HOF Entities, in their sole discretion, determine that an advertising sign or promotional material covered by this Agreement is used in any manner that is contrary to public morals, could be deceptive or misleading or could reflect unfavorably on the good name, goodwill, reputation or image of the HOF Entities or their respective affiliates). (b) Constellation agrees, at its sole cost and expense, to supply the HOF Entities with camera-ready artwork required for the production of advertising signs and/or promotional materials covered by this Agreement and to be produced by or on behalf of the HOF Entities at least thirty (30) days before such material is scheduled to be produced. Constellation hereby specifically authorizes the HOF Entities to use such artwork in the production of such advertising signs and/or promotional materials and represents and warrants that all of its advertising copy shall comply with all applicable federal, state and local laws pertinent to the advertising of its products. Constellation represents and warrants that it shall own all intellectual property and related rights or shall otherwise have the right to use and authorize the HOF Entities' use of same as it relates to any such artwork and advertising copy.\n\n4\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n(c) Constellation shall be solely responsible for all costs and expenses incurred in connection with the creation and/or production of all advertising signs and/or promotional materials covered by this Agreement unless otherwise specifically noted on Exhibit E, and such costs and expenses shall be borne by Constellation in addition to any amounts due under this Agreement. Constellation shall be invoiced by the HOF Entities for any such materials at the retail cost charged to the HOF Entities (or either of them) by the supplier, without mark-up. Payment with respect to such invoice will be due thirty (30) days following receipt by Constellation of such invoice. Constellation shall be solely responsible for the initial cost of installation of all advertising signs covered by this Agreement, and Constellation shall be responsible for the cost of installation of each advertising sign which is changed as a result of a change in the artwork desired by Constellation during the Term subsequent to its initial installation except in the case of temporary signs planned for eventual replacement with permanent signs. Constellation shall be invoiced by the HOF Entities for any installation costs incurred as a result of such advertising signage change at the retail cost charged to the HOF Entities (or either of them) by the installer, without additional markup. Payment with respect to such invoice will be due thirty (30) days following receipt. The HOF Entities shall be solely responsible for the maintenance of the advertising signs covered by this Agreement during the Term. (d) The HOF Entities have the right to refrain from displaying or illuminating Constellation's advertising panels in Tom Benson Stadium when required to do so by agreements with [***] or any other professional sports league or by television network commitments of the aforementioned leagues. 3.3 Intellectual Property Rights. (a) Reservation of Rights. The HOF Entities and Constellation acknowledge that each Party owns or has rights in certain names, logos, trademarks, service marks, copyrights and other intellectual property (the \"Marks\"), and owns or has certain merchandising rights in and to its Marks, and all goodwill associated with or symbolized by its Marks. Subject to the license granted hereunder, each Party reserves all right, title and interest in and to its Marks and any merchandising rights in and to such Marks, and all goodwill associated with or symbolized by such Marks. Constellation shall have no right to use the Marks of the HOF Entities (or either of them), the Village or Johnson Controls, Inc. without the prior written consent of the HOF Entities (or the applicable HOF Entity), which shall not be unreasonably withheld, and/or, if applicable, Johnson Controls, Inc. Each Party will be solely responsible for taking such actions as it deems appropriate to obtain and maintain trademark, service mark, or copyright registration for its own Marks and each Party will have the exclusive right to enforce its own Marks, including the right to assert, defend or settle any allegations or claims of infringement, dilution, misappropriation or similar violation of same. (b) Grant of Rights by HOF Entities. The HOF Entities grant to Constellation a nonexclusive, nontransferable, royalty-free license to use the marks set forth on Exhibit F (\"HOF Entity Marks\") in the United States or online during the Term solely in connection with (i) Constellation's use and promotion of the designations set forth on Exhibit E in connection with commercial activations, marketing promotions, commercial programs and marketing programs related to the Village, (ii) B2B-related and B2C-related marketing activities approved by the HOF Entities and (iii) as otherwise expressly contemplated by this Agreement. This license expressly prohibits any pass-through rights or the use of the HOF Entity Marks by any third party, except (x) to Constellation's subsidiaries and brands for use in a manner consistent with clauses (i) through (iii) hereof or (y) with the express written consent of the HOF Entities (or the appropriate HOF Entity). 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.\n\n5\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n(c) Quality Control - Marks. (i) Each licensee Party agrees, in connection with its use of any of the licensor Party's Marks, to comply with any quality-control standards as such licensor Party may provide hereunder from time to time and which may be revised by the Party owning the Marks from time to time. Each Party shall take such actions as the Party owning the Marks may reasonably request to ensure compliance with such quality-control standards in connection with the licensee Party's use of any of the Marks. (ii) Each licensee Party shall comply with all applicable laws and regulations and shall obtain all necessary licenses, permits, and governmental approvals, in connection with the manufacture, promotion, advertising, distribution, and sale of any products and/or services utilizing any of the licensor Party's Marks. (iii) A licensee Party shall not change in any way or in any manner the licensor Party's Marks in any use on any products or any advertisements or other marketing materials therefor, unless any such proposed change is first approved in writing by the Party owning the Mark(s) in question. Any changes made by a licensee Party to the licensor Party's Marks will be owned by the applicable Party owning the underlying Marks (which ownership will be confirmed or otherwise documented by the licensee Party in writing, at the request of the Party owning the Marks) and, where approved by the Party owning the Marks pursuant to this subsection (iii), made automatically subject to the terms of this Agreement. (iv) Each licensee Party acknowledges, understands, and agrees that it shall not perform, do, or cause any act to be done, or fail to take any action, during or after the Term, or assist any third party in performing, doing, and/or causing any act to be done, which would in any way or manner be detrimental to, injure or impair, in any way or to any degree: (A) the licensor Party's Marks (or any of them); (B) any applications for registration and/or registrations therefor; (C) the goodwill related to the licensor Party's Marks (or any of them); (D) a licensor Party's federal, state and/or common law and other rights in or to the licensor Party's Marks; (E) a licensor Party's right, title, interest, and ownership in and to the licensor Party's Marks; and/or (F) the validity or enforceability of the any of the foregoing. (d) Grant of Rights by Constellation. 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. The HOF Entities shall identify Constellation as a sponsor of the Village and shall have the right to use Constellation's Marks in connection with television, radio and print advertising of the Village and events held at the Village. This license expressly prohibits any pass-through rights or the use of Constellation's Marks by any third party, without the express written consent of Constellation, except where sublicensing of Constellation's Marks is necessary or desirable to provide for the Sponsorship Rights and/or the advertising and promotion of the Village. On termination or expiration of this Agreement, the HOF Entities shall cease all use of the Constellation 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 one hundred eighty (180) days.\n\n6\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n(e) Limitations on Rights. Each Party agrees it will not use the Sponsorship Rights or any license granted under or in connection with this Agreement in any manner which could reasonably be expected to (i) infringe upon the intellectual property or other propriety rights or rights of publicity or privacy of a Party to this Agreement or any third party, (ii) violate any law, statute, regulation, or ordinance applicable to it, including, without limitation, laws regarding obscenity, discrimination, unfair competition and false advertising, or (iii) be defamatory or trade libelous. The HOF Entities may remove any content, Marks, data or other materials from the HOF Entities' property and refuse to provide the Sponsorship Rights with respect to any content, Marks, data or other materials which the HOF Entities determine will (x) infringe upon the intellectual property or other propriety rights or rights of publicity or privacy of a Party to this Agreement or any third party, (y) violate any law, statute, regulation, or ordinance, including, without limitation, laws regarding obscenity, discrimination, unfair competition and false advertising, or (z) be defamatory or trade libelous. 3.4 Sponsorship Fees. 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. Annual Activation Funds are to be used in each calendar year. Unused funds are not rolled into future contract years. In the event Constellation fails to pay to the HOF Entities when due any sum required by this Agreement to be paid, whether pursuant to this Section 3.4 or otherwise, interest shall accrue from the date due on the unpaid amount at the rate of [***] per month or, if less, the highest rate permitted by law. ARTICLE 4\n\nTERM AND TERMINATION 4.1 Term. 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.\n\n7\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n4.2 Termination; Available Remedies. (a) Right to Terminate for Default. A Party shall be in default hereunder if any of the following events shall occur (each of such events being an \"Event of Default\"): (i) Such Party fails to perform timely any of its material obligations hereunder and such default shall continue for a period of sixty (60) days following receipt by such Party of written notice from the other Party specifying such default; provided that, if the default specified in such notice is curable but of a nature such that it cannot be cured through the exercise of reasonable diligence within the sixty (60) day cure period, then such sixty (60) day cure period shall be extended to a period as is reasonable (but in no event more than sixty (60) days, subject to delay due to force majeure) to cure such default pursuant to a mutually agreed plan of cure, provided that the non-performing Party has proceeded at all times and is continuing to proceed in a diligent and reasonable manner to cure; (ii) Such Party becomes insolvent, or takes the benefit of any present or future insolvency or bankruptcy statute, or makes a general assignment for the benefit of creditors, or files a voluntary petition in bankruptcy or a petition or answer seeking an arrangement, reorganization or readjustment of its indebtedness under the Federal bankruptcy laws or under any law or statute of the United States or any state thereof, or consents to the appointment of a receiver, trustee or liquidator of all or substantially all of its property; (iii) By court order or decree such Party is adjudged bankrupt or an order is made approving a petition filed by any of its creditors or by any of its stockholders or partners seeking its reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or under any law or statute of the United States or any state thereof; (iv) An involuntary petition under any bankruptcy or insolvency law, or an action under present or future insolvency law or statute, is filed against such Party and is not dismissed or stayed within sixty (60) days after the filing thereof; or (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. If either Party is in default under this Section 4.2(a) beyond the applicable grace or cure periods, then the other Party shall be entitled to terminate this Agreement and to seek such other remedies as are described in Section 4.2(d). (b) Right to Terminate for Potential Reputational Damage. Each of the HOF Entities or Constellation may terminate this Agreement at any time without liability if association with another Party could, in such Party's reasonable opinion, materially damage its reputation or image or in the event a Party breaches Section 3.3 hereof, which breach is not cured within sixty (60). days of receipt of notice of such breach.\n\n8\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n(c) Right to Terminate for Failure to Recover Investment. Constellation may terminate this Agreement, effective as of December 31, 2023, 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. [***] Constellation will provide a monthly report to the HOF Entities as to all New Business contracted from the previous month and a pipeline of all active and lost opportunities. 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. (d) Remedies; Effect of Termination or Expiration. (i) HOF Entity Remedies. In the event of an Event of Default by Constellation which is not cured within the applicable grace or cure period, the HOF Entities shall have the right, in their sole discretion, (A) to terminate this Agreement, (B) to remove immediately any advertising signs and/or promotional materials covered by this Agreement, and/or (C) to assert any and all other remedies which the HOF Entities may have under this Agreement and/or pursuant to law and/or equity. (ii) Constellation Remedies. In the event of an Event of Default by the HOF Entities (or either of them) which is not cured within the applicable grace or cure period, Constellation shall have the right, in its sole discretion, (A) to terminate this Agreement and/or (B) to assert any and all other remedies which Constellation may have under this Agreement and/or pursuant to law and/or equity. (iii) Effect of Termination or Expiration. In the event of a termination of this Agreement by either Party for any reason, or upon the expiration of the Term, the Parties agree that all representations and warranties made under this Agreement and the indemnification provisions set forth in Section 5.2 for any claims, demands, causes of action, suits or judgments by third parties or losses, liabilities, costs or expenses which may arise on or before the effective date of termination shall survive. In the event of any termination of this Agreement, this Agreement shall forthwith become wholly void and of no further force and effect and there shall be no liability on the part of the HOF Entities (or either of them) or Constellation, except that the provisions of Section 3.3(a), this Section 4.2(d), Section 5.2 (with respect to the period prior to termination) and Article 6 (other than Section 6.7 and Section 6.9) shall survive any such termination of this Agreement. ARTICLE 5\n\nREPRESENTATIONS AND WARRANTIES; INDEMNIFICATION 5.1 Representations and Warranties. (a) Each of the HOF Entities and Constellation represents and warrants that: (i) such Party has the requisite right and authority to enter into this Agreement;\n\n9\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n(ii) such Party has duly authorized the execution and delivery of this Agreement, and such execution and delivery and the performance by such Party of its obligations hereunder does not and will not violate or cause a breach of any other agreements or obligations to which such Party is a party or by which such Party is bound, and no approval or other action by any governmental authority or agency is required in connection herewith; (iii) such Party is duly organized and in good standing under the laws of its state of organization; (iv) this Agreement is a legal, valid and binding obligation of such Party and is enforceable against such Party in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally; (v) no consent of any other person or entity is required for execution by such Party of this Agreement and/or performance by such Party under this Agreement; and (vi) there is no litigation pending or, to the knowledge of such Party, threatened against such Party which would prevent or hinder the consummation of the transactions contemplated by this Agreement or its obligations hereunder or relative to any of the matters which are the subject of this Agreement. (b) Constellation represents and warrants that, to Constellation's knowledge as of the date of this Agreement: (i) except with respect to the HOF Entity Marks (other than the name of the Center for Excellence and each of the Co- Branded Center for Excellence Logos), the use or other exploitation of any of Constellation's Intellectual Property (as defined below) pursuant to this Agreement shall not infringe or otherwise violate the rights of any person or entity at any time, either during the Term or thereafter; (ii) no other person or entity is infringing the rights of Constellation with respect to Constellation's Marks, or any copyrights and/or other intellectual property owned by, licensed to or used by Constellation (collectively \"Constellation's Intellectual Property\"); and (iii) 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.\n\n10\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n5.2 Indemnification. (a) By Constellation. Constellation agrees to defend, indemnify and hold harmless the HOF Entities and their respective shareholders, partners, officers, directors, employees, successors, assigns, representatives, servants and agents (collectively, the \"HOF Entity Indemnified Persons\") from and against, and Constellation waives any claim for contribution or indemnity against any HOF Entity Indemnified Person with respect to, any and all claims, suits, actions, claims, monetary damages, losses, liabilities, fines, fees, penalties, costs and expenses (\"Losses\"), and all reasonable attorneys' fees and expenses, including court costs and expert witness fees and costs, incurred in connection with Losses and/or enforcement of this Agreement (\"Indemnified Losses\") resulting from or arising out of (i) the use or display by the HOF Entities (or either of them) of Constellation's Marks or the Co-Branded Center for Excellence Logos (in each case, as permitted by this Agreement); (ii) the promotion, advertising, distribution and/or sale of any Products & Services by Constellation pursuant to any license granted by the HOF Entities (or either of them) herein; (iii) any breach by Constellation of its representations, warranties and/or obligations under this Agreement; or (iv) the subject matter, content or copy contained in any advertising material, promotional material, signage or intellectual property furnished by Constellation in accordance with this Agreement, including any and all claims for infringement of trademark rights, copyrights, testimonials, rights of publicity, or the rights to use names, likenesses, slogans, photographs or patents. Indemnity for Products & Services provided by Constellation hereunder shall be governed by the terms of the applicable Second Level Agreement(s). (b) By the HOF Entities. Each HOF Entity agrees, on a several but not joint basis, to defend, indemnify and hold harmless Constellation, and its shareholders, partners, officers, directors, employees, successors, assigns, representatives, servants and agents (collectively, the \"Constellation Indemnified Persons\") from and against, and the HOF Entities waive any claim for contribution or indemnity against any Constellation Indemnified Person with respect to, any and all Indemnified Losses resulting from or arising out of (i) the use or display by Constellation of HOF Entity Marks as permitted by this Agreement or (ii) any breach by such HOF Entity of its representations, warranties and/or obligations under this Agreement. (c) Notice of Claim. In the event that an HOF Entity seeks indemnification on behalf of an HOF Entity Indemnified Person, or Constellation seeks indemnification on behalf of a Constellation Indemnified Person, such Party seeking indemnification (the \"Indemnified Party\") shall give reasonably prompt notice to the indemnifying Party (the \"Indemnifying Party\") specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted; provided, however, that the right of a person or entity to be indemnified hereunder shall not be adversely affected by a failure to give such notice unless, and then only to the extent that, any Indemnifying Party is actually irrevocably and materially prejudiced thereby. Subject to the terms hereof, the Indemnifying Party shall pay the amount of any valid claim not more than ten (10) days after the Indemnified Party provides notice to the Indemnifying Party of such amount.\n\n11\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n(d) Right to Contest Claims of Third Persons. If an Indemnified Party is entitled to indemnification hereunder because of a claim asserted by any claimant (other than a Constellation Indemnified Person or HOF Entity Indemnified Person) (a \"Third Person\"), the Indemnified Party shall give the Indemnifying Party reasonably prompt notice thereof after such assertion is actually known to the Indemnified Party; provided, however, that the right of a person or entity to be indemnified hereunder in respect of claims made by a Third Person shall not be adversely affected by a failure to give such notice unless, and then only to the extent that, an Indemnifying Party is actually irrevocably and materially prejudiced thereby. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party, and using counsel reasonably satisfactory to the Indemnified Party, to investigate, contest or settle the claim alleged by such Third Person (a \"Third Person Claim\"), provided that the Indemnifying Party has unconditionally acknowledged to the Indemnified Party in writing its obligation to indemnify the persons and entities to be indemnified hereunder with respect to such Third Person Claim and to discharge (and does in fact so discharge) any cost or expense arising out of such investigation, contest or settlement. The Indemnified Party may thereafter participate in (but not control) the defense of any such Third Person Claim with its own counsel at its own expense, unless separate representation is necessary to avoid a conflict of interest, in which case such representation shall be at the expense of the Indemnifying Party. Unless and until the Indemnifying Party so acknowledges its obligation to indemnify, the Indemnified Party shall have the right, at its option, to assume and control defense of the matter and to look to the Indemnifying Party for the full amount of the reasonable costs of defense. The failure of the Indemnifying Party to respond in writing to the aforesaid notice of the Indemnified Party with respect to such Third Person Claim within thirty (30) days after receipt thereof shall be deemed an irrevocable election not to defend the same. If the Indemnifying Party does not so acknowledge its obligation to indemnify and assume the defense of any such Third Person Claim, (i) the Indemnified Party may defend against such claim using counsel of its choice, in such manner as it may reasonably deem appropriate, including, but not limited to, settling such claim, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may reasonably deem appropriate, and (ii) the Indemnifying Party may participate in (but not control) the defense of such action, with its own counsel at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such Third Person Claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by clear and convincing evidence that conduct of the Indemnified Party in the defense and/or settlement of such Third Person Claim constituted gross negligence or willful misconduct. The Parties shall make available to each other all relevant information in their possession relating to any such Third Person Claim and shall cooperate in the defense thereof. ARTICLE 6\n\nMISCELLANEOUS 6.1 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made upon being delivered either by courier or overnight delivery, or deposited, postage prepaid, certified or registered mail, return receipt requested, in the United States Mail to the Party for whom it is intended, bearing the address shown below for such Party or such other address as may be designated in writing hereafter by such Party: All such notices to the HOF Entities (or either of them) shall be sent to: National Football Museum, Inc. d/b/a Pro Football Hall of Fame 2121 George Halas Drive Northwest Canton, Ohio 44708 Attention: David Baker and Pat Lindesmith\n\n12\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\nand HOF Village, LLC c/o IRG Realty Advisors 4020 Kinross Lakes Parkway, Suite 200 Richfield, Ohio 44286 Attention: Brian Parisi and Carol Smith with a copy to: Bryan Cave Leighton Paisner LLP One Metropolitan Square 211 N. Broadway, Suite 3600 St. Louis, Missouri 63102 Attention: Ryan S. Davis All such notices to Constellation shall be sent to: Constellation NewEnergy, Inc. 1310 Point Street Baltimore, Maryland 21231 Attention: Kristina Gregory with a copy to: Constellation NewEnergy, Inc. 4 Houston Center 1221 Lamar Street, Suite 750 Houston, Texas 77010 Attention: Nina Jezic 6.2 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. Assignment of Second Level Agreements will be governed by the terms of the respective Second Level Agreement. 6.3 Entire Agreement. This Agreement, together with the Exhibits attached hereto, which are hereby incorporated herein by this reference, constitutes the entire agreement with respect to the subject matter hereof between the Parties and shall become a binding and enforceable agreement among the Parties and their respective successors and permitted assigns commencing as of the date hereof. No prior verbal or written agreement between the Parties with respect to the subject matter hereof shall survive the execution of this Agreement.\n\n13\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n6.4 Modifications. No amendment or modification of any of the terms and conditions of this Agreement shall be effective unless such modification is expressed in writing and executed by each of the Parties. 6.5 Governing Law; Venue. 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. Any suit or action filed or otherwise commenced in connection with this Agreement must be filed and litigated in an appropriate court located in the City of Canton, Ohio (provided, however, that if the suit or action involves a claim for which federal courts have exclusive jurisdiction, then such suit or action must be filed in the U.S. District Court for the Northern District of the State of Ohio in Akron, Ohio), or such other venue as deemed appropriate by the HOF Entities. In the event of a dispute between an HOF Entity and Constellation regarding their rights and duties hereunder, the non-prevailing Party in any ensuing litigation shall pay the reasonable attorneys' fees and expenses of the prevailing Party (including costs of discovery and expert witness fees). 6.6 Subordination. This Agreement shall in all respects be subordinate to any and all agreements executed prior to the date of this Agreement between the HOF Entities and Johnson Controls, Inc. or any of its affiliates. In the event of any conflict between the terms of this Agreement and the terms of any such agreement, this Agreement shall be deemed superseded by such conflicting provision of such other agreement. 6.7 Force Majeure. (a) Fire or Other Damage to Village. If the Village is damaged by fire, earthquake, act of God, the elements or other casualty or is condemned by an authority exercising the powers of eminent domain or the Village is transferred in lieu of the exercise of such power so as to render the Village unusable for its intended purpose at any time during the Term, then the HOF Entities shall have the option, but not the obligation, to repair the damage or loss. The HOF Entities shall notify Constellation as to whether the HOF Entities shall effect such repair and restoration within thirty (30) days after the casualty. If the HOF Entities notify Constellation that the HOF Entities are electing to effect such repairs and restoration, this Agreement shall continue in full force and effect; provided, however, that the Term shall be extended by such number of days as equals the length of the period from the date of the event until such repairs and restoration are complete. If the HOF Entities notify Constellation that the HOF Entities are electing not to effect such repairs and restoration, then this Agreement and all rights granted hereunder shall terminate as of the date of such fire or other casualty. (b) Other. Except as otherwise set forth herein, neither Party shall be liable or responsible for any failure to perform its obligations hereunder, which failure is caused or brought about in any manner beyond the control of such Party, including, but not limited to, the breakdown or failure of apparatus, equipment, or machinery employed in its supply of said services, any temporary stoppage for the repair, improvement or enlargement thereof, or any other act or condition beyond its reasonable control, other than such Party's inability to perform payment obligations.\n\n14\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n(c) Tolling. 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. 6.8 Not a Lease or License of the Village. This Agreement will not constitute a lease or license of any part of the Village. It will represent solely a contractual obligation of the HOF Entities to provide to Constellation certain other benefits hereunder. 6.9 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. The liability limits may be met with any combination of primary and excess or umbrella insurance policy limits. Constellation shall provide the HOF Entities with certificates of insurance, naming each HOF Entity as an additional insured, evidencing the existence of such insurance policies within ten (10) days after execution of this Agreement. 6.10 Confidentiality. Without limiting the generality of the obligations set forth in the Mutual Confidentiality Agreement between Constellation and HOFV dated as of April 28, 2018 (which shall survive in accordance with its terms), the Parties hereto agree to maintain in confidence the terms and conditions of this Agreement (except with respect to their owners, lenders and advisors, each of whom is to be made aware of and instructed to comply with this confidentiality provision) unless the proposed disclosure of specific terms or conditions hereof is authorized in advance by the other Party or is otherwise required by law. In the event that either Party or any of its representatives becomes legally compelled to disclose any of the terms or conditions of this Agreement, such Party shall, to the extent reasonably practicable, provide the other Party with prompt written notice before such disclosure, sufficient to enable such other Party either to seek a protective order, at its expense, or another appropriate remedy preventing or prohibiting such disclosure or to waive compliance with the provisions of this Section, or both. 6.11 Press Releases. The HOF Entities and Constellation shall consult with each other before issuing any press release or scheduling any press conference or conference call with media members or other third parties with respect to this Agreement or the transactions contemplated hereby. The HOF Entities and Constellation shall mutually agree on the content of any such press release prior to its publication. 6.12 No Defamation or 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.\n\n15\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\n6.13 Independent Contractor. The Parties shall be and act as independent contractors, and under no circumstances shall this Agreement be construed as one of agency, partnership, joint venture or employment among the Parties. 6.14 Headings. The headings used in this Agreement are solely for convenience and shall not affect the meaning or interpretation of the provisions set forth herein. 6.15 Counterparts. This Agreement may be executed in multiple counterparts, and on separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. 6.16 Waiver. No action, other than a notice by a Party to another Party specifically stating that such notice has the effect of waiver, shall constitute a waiver of any particular breach or default of such other Party. No such waiver notice from a Party shall waive any other Party's failure to fully comply with any other term, condition, or provision of this Agreement, irrespective of any knowledge any HOF Entity or Constellation officer, manager, employee, or agent may have of any breach or default of, or noncompliance with, such other term, condition, or provision. No waiver of full performance by a Party shall be construed, or operate, as a waiver of any subsequent default of any of the terms, covenants and conditions of this Agreement. The payment or acceptance of fees or charges for any period after a default shall not be deemed a waiver of any right or acceptance of defective performance. 6.17 Severability. If any provision of this Agreement shall be determined to be contrary to law and unenforceable by any court of law, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. 6.18 Third Party Beneficiaries. 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. 6.19 Cost and Expenses. Except as otherwise set forth in this Agreement, each Party shall bear its own costs and expenses in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby. 6.20 HOF Entity Rights and Obligations. The Parties acknowledge and agree that rights vested in the HOF Entities collectively under this Agreement shall be deemed vested in each HOF Entity and its affiliates and that obligations of the HOF Entities collectively under this Agreement may be satisfied by either HOF Entity or any of their affiliates. Without limiting the generality of the foregoing, while certain rights set forth in this Agreement may be contemplated to be provided by HOFV and other rights set forth in this Agreement may be contemplated to be provided by PFHOF (or by both HOF Entities), each of such rights may be provided by HOFV, PFHOF and/or any of their respective affiliates. [Signature Page Follows]\n\n16\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\nIN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first set forth above. HOFV: HOF VILLAGE, LLC By: /s / Brian Parisi Name: David Baker Title: Chief Financial Officer PFHOF: NATIONAL FOOTBALL MUSEUM, INC., D/B/A PRO FOOTBALL HALL OF FAME By: /s / Brian Parisi Name: David Baker Title: President & CEO CONSTELLATION NEWENERGY, INC. By: /s/ Mark P. Huston Name: Mark P. Huston Title: President & Constellation Retail President / CEO CNE\n\n17\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\nEXHIBIT A PRODUCTS & SERVICES [Redacted]\n\nExh. A-1\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\nEXHIBIT B FORM OF SUPPLIER COMPONENT QUESTIONNAIRE [Redacted]\n\nExh. B-1\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\nEXHIBIT C FORMS OF SECOND LEVEL AGREEMENTS [Redacted]\n\nExh. C-1\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\nEXHIBIT D CONSTRUCTION SCHEDULE National Youth Football & Sports Complex 4t h Quarter 2019 The Center for Excellence 3rd Quarter 2020 Hall of Fame Hotel & Conference Center 4t h Quarter 2020 Hall of Fame Promenade (restaurants, retail & residential) 4t h Quarter 2020 Player Care Center including Legends Landing/Residential 2nd Quarter 2021 The Center for Athletic Performance & Safety 2nd Quarter 2021 Hall of Fame Experience (amusement/water park recreation) 2nd Quarter 2021\n\nExh. D-1\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\nEXHIBIT E SPONSORSHIP RIGHTS [Redacted]\n\nExh. E-1\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\nEXHIBIT F HOF ENTITY MARKS JOHNSON CONTROLS HALL OF FAME VILLAGE PRO FOOTBALL HALL OF FAME CONSTELLATION CENTER FOR EXCELLENCE All Co-Branded Center for Excellence Logos\n\nExh. F-1\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\nEXHIBIT G CONSTELLATION'S MARKS CONSTELLATION\n\nAMERICA'S ENERGY CHOICE\n\nExh. G-1\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020\n\n\n\n\n\nEXHIBIT H SPONSORSHIP FEES AND ACTIVATION FUND PROCEEDS [Redacted] EXH. H-1\n\nSource: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020"}]}, {"title": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "STRATEGIC ALLIANCE AGREEMENT is", "answer_start": 1922}], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "SPI", "answer_start": 2269}, {"text": "\"SPI,\" and, together with the Company and Acquiror, collectively, the \"Parties\"", "answer_start": 2268}, {"text": "Sucampo Pharmaceuticals, Inc.", "answer_start": 76}, {"text": "Acquiror", "answer_start": 360}, {"text": "Sucampo Pharma, LLC.", "answer_start": 107}, {"text": "Company", "answer_start": 403}, {"text": "R-Tech Ueno, Ltd.", "answer_start": 132}], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "August 26, 2015", "answer_start": 54}], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "The construction, validity and performance of this Agreement shall be governed in all respects by the laws of Japan.", "answer_start": 52644}], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 55169}], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [{"text": "During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company; and (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.", "answer_start": 41036}], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "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].", "answer_start": 50371}], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [{"text": "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", "answer_start": 61284}], "id": "SUCAMPOPHARMACEUTICALS,INC_11_04_2015-EX-10.2-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": false}], "context": "Exhibit 10.2 STRATEGIC ALLIANCE AGREEMENT dated as of August 26, 2015 among Sucampo Pharmaceuticals, Inc., Sucampo Pharma, LLC. and R-Tech Ueno, Ltd.\n\n\n\n\n\nTABLE OF CONTENTS\n\nARTICLE I DEFINITIONS AND INTERPRETATION\n\nSection 1.01 Definitions 2 Section 1.02 Interpretation 8\n\nARTICLE II TRANSACTION\n\nSection 2.01 Strategic Alliance 8 Section 2.02 Obligations of Acquiror 9 Section 2.03 Obligations of the Company 11\n\nARTICLE III REPRESENTATIONS AND WARRANTIES\n\nSection 3.01 Representations and Warranties of the Company 11 Section 3.02 Representations and Warranties of Acquiror 12\n\nARTICLE IV COVENANTS OF THE PARTIES\n\nSection 4.01 The Company's Obligation 12 Section 4.02 Consummation of the Squeeze-out 15 Section 4.03 Applications and Consents; Governmental Communications and Filings 15 Section 4.04 Further Assurance 15 Section 4.05 Access 15 Section 4.06 Notifications 16 Section 4.07 Confidentiality 16 Section 4.08 Public Announcement 17 Section 4.09 No Lender Liability 17 Section 4.10 Employees of Company 17 Section 4.11 Development Programs and Clinical Trials 18\n\nARTICLE V INDEMNIFICATION\n\nSection 5.01 Indemnification by the Company 18 Section 5.02 Indemnification by Acquiror 18 Section 5.03 Indemnification Procedure 18 Section 5.04 Limitations 18\n\ni\n\n\n\n\n\nARTICLE VI TERMINATION\n\nSection 6.01 Termination 19 Section 6.02 Notice of Termination 19 Section 6.03 Effect of Termination 19\n\nARTICLE VII GUARANTEE\n\nSection 7.01 Guarantee 19\n\nARTICLE VIII MISCELLANEOUS\n\nSection 8.01 Governing Law 19 Section 8.02 Jurisdiction 19 Section 8.03 Cost and Expenses 20 Section 8.04 Assignment 20 Section 8.05 Amendments and Waivers 20 Section 8.06 Severability 20 Section 8.07 Counterparts 21 Section 8.08 Entire Agreement 21 Section 8.09 Notices 21 Section 8.10 Language 22 Section 8.11 Disclosure Schedules 22 Section 8.12 Fraud 22 Section 8.13 Third-party Beneficiaries 23\n\nii\n\n\n\n\n\nSTRATEGIC ALLIANCE AGREEMENT This STRATEGIC ALLIANCE AGREEMENT is made and entered into as of August 26, 2015 (this \"Agreement\"), by and among R-Tech Ueno, Ltd., a corporation organized under Japanese law (the \"Company\"), Sucampo Pharma, LLC., a corporation organized under Japanese law (\"Acquiror\"), and Sucampo Pharmaceuticals, Inc., a corporation organized under Delaware law (\"SPI,\" and, together with the Company and Acquiror, collectively, the \"Parties\"). RECITALS WHEREAS, the Acquiror is a wholly-owned subsidiary of SPI, which operates a biopharmaceutical business focused on the research and development of proprietary drugs; WHEREAS, the Company operates a drug discovery and manufacturing business; WHEREAS, Acquiror and the Company share the objective of creating a combined biopharmaceutical company that can drive considerable growth in global markets, including Japan; WHEREAS, the Company has currently in issuance and outstanding 19,312,300 shares of common stock (the \"Common Stock\") and stock options representing an additional 328,600 shares of Common Stock (the \"Stock Options\", and together with the issued and outstanding Common Stock, the \"Target Securities\"); WHEREAS, pursuant to the terms and subject to the conditions set forth herein, Acquiror has agreed to commence a tender offer bid (such tender offer bid, including any amendments or extensions thereto made in accordance with the terms of this Agreement and applicable Law, including Articles 27-2 through 27-22 of the FIEL, the \"Offer\") to acquire for cash (i) all of the issued and outstanding shares of Common Stock at a price per share of JPY1,900 (the \"Share Offer Price\") and (ii) all of the outstanding Stock Options at the price prescribed in this Agreement; WHEREAS, the Company has agreed, on the terms and subject to the conditions set forth herein, to support the Offer and recommend the holders of Target Securities to tender their shares of Common Stock and Stock Options to the Offer and publicly announce such statement; WHEREAS, Jefferies Finance LLC (\"Jefferies\") has entered into a financing commitment letter, dated as of August 26, 2015, between SPI and Jefferies (the \"Financing Commitment\"), pursuant to which Jefferies has committed to provide debt financing for the Offer in the aggregate amount and on the terms and conditions set forth therein (the \"Financing\");\n\n1\n\n\n\n\n\nNOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows: ARTICLE I\n\nDEFINITIONS AND INTERPRETATION Section 1.01 Definitions. As used in this Agreement, the following terms have the respective meanings set forth below: \"Acquiror\" shall have the meaning set forth in the preamble hereto. \"Action\" shall mean any claim, action, suit, arbitration, mediation, proceeding or investigation, whether civil, criminal or administrative, by or before any Governmental Authority or arbitral body. \"Affiliate\" shall mean, (i) with respect to a particular individual, (A) the individual's spouse and any parent, child, sibling, grandparent, grandchild, aunt, uncle, niece, nephew of the individual or the individual's spouse, (B) any Person that is directly or indirectly controlled by the particular individual or any such family member of the particular individual or his/her spouse, (C) any Person in which the particular individual or any such family member of the particular individual or his/her spouse has a material financial interest, and (D) any Person with respect to which the particular individual or such family member of the particular individual or his/her spouse serves as a director, officer or partner (or in a similar capacity); and (ii) with respect to any specified Person other than an individual, (A) any Person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, the Person specified, (B) any Person in which the specified Person has a material financial interest, and (C) any Person which has a material financial interest in the specified Person. \"Control\" and its derivative words mean the possession, direct or indirect, of the power to direct or cause the direction of the decisions, management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the ability to elect the majority of the directors or the members of a similar governing body of a Person. \"Agreement\" shall have the meaning set forth in the preamble hereto. \"Annual Financial Statements\" shall have the meaning set forth in Section (j) of Schedule 3.01. \"Business Day\" shall mean any day other than a Saturday or Sunday, or any other day on which commercial banks in Tokyo, Japan or New York in the U.S.A. are authorized or required by applicable Law to close. \"Closing\" shall mean the Settlement in accordance with the terms of this Agreement.\n\n2\n\n\n\n\n\n\"Closing Date\" shall mean the date on which the Closing occurs. \"Common Stock\" shall have the meaning set forth in the recitals hereto. \"Company\" shall have the meaning set forth in the recitals hereto. \"Company Disclosure Letter\" shall mean the letter dated the same date as this Agreement from the Company to the Acquiror disclosing information constituting exceptions to the representations and warranties given by the Company pursuant to Section 3.01. \"Company's Position Statement\" shall have the meaning set forth in Section 2.03(b). \"Contract\" shall mean any contract, agreement, instrument, undertaking, indenture, commitment, loan, license or other legally binding obligation, whether written or oral. \"Environmental Claim\" shall mean any claim, action, cause of action, suit, investigation or proceeding by any Person alleging liability (including liability for investigatory costs, cleanup costs, governmental response costs, natural resource damages, fines or penalties) for any Losses arising from (a) presence or Release of any Hazardous Substance at any location, whether or not owned or operated by the Company or any Subsidiaries, or (b) circumstances forming the basis of noncompliance with or liability under any Environmental Laws. \"Environmental Laws\" shall mean any Law or Order of any Governmental Authority relating to the protection of the environment (including protection of air, water, soil, and natural resources), human health, natural resources or the use, storage, handling, release, exposure to or disposal of any Hazardous Substance, as in effect on the date hereof. \"FIEL\" shall mean the Financial Instruments and Exchange Law of Japan (kinyuu-shohin-torihiki-ho) (Law No. 25 of 1948, as amended). \"Financing\" shall have the meaning set forth in the recitals hereto. \"Financing Commitment\" shall have the meaning set forth in the recitals hereto. \"Financing Party\" shall have the meaning set forth in Section 4.09. \"Financial Statements Date\" shall have the meaning set forth in Section (j) of Schedule 3.01. \"GAAP\" shall mean Japanese generally accepted accounting principles in effect from time to time.\n\n3\n\n\n\n\n\n\"Governmental Authority\" shall mean any domestic, foreign or supranational government, governmental authority, court, tribunal, agency or other regulatory, administrative or judicial agency, commission or organization (including self-regulatory organizations), tribunal or arbitral body, stock exchange, and any subdivision, branch or department of any of the foregoing. \"Hazardous Substance\" shall mean any substance that is regulated as hazardous, toxic, radioactive, or as a pollutant, contaminant or harmful biological agent, including petroleum and any derivative or by-products thereof, that may give rise to liability under any Environmental Laws. \"Indebtedness\" shall mean, for any Person, all obligations, contingent or otherwise, of that Person (i) for borrowed money, (ii) evidenced by notes, debentures or similar instruments, (iii) under capitalized lease obligations, (iv) in respect of the deferred purchase price of securities or other assets, and (v) in respect of reimbursement obligations to reimburse any other Person for or in respect of any letter of credit, bankers' acceptance, surety bonds or other financial guaranties. \"Indemnified Party\" shall have the meaning set forth in Section 5.03. \"Indemnifying Party\" shall have the meaning set forth in Section 5.03. \"Intellectual Property Rights\" shall mean all patents, patent rights, licenses, inventions, copyrights, trademarks, service marks, logos, trade dress, design rights, trade or business names, domain names, trade secrets, know-how, in each case of a proprietary nature and any proprietary confidential information systems processes or procedures of the intellectual property (whether, in each case, registered, unregistered or unregistrable, and including pending applications for registration and rights to apply for registration) and all rights of a similar nature or having similar effect which may subsist in any part of the world. \"Japan Business Day\" shall mean any day other than a Saturday or Sunday, or any other day on which commercial banks in Tokyo, Japan are authorized or required by Japanese Law to close. \"Jefferies\" shall have the meaning set forth in the recitals hereto. \"Launch Date\" shall have the meaning set forth in Section 2.02(a). \"Law\" shall mean, with respect to any Person, any law, statute or ordinance, or any rule, regulation, standard, judgment, order, writ, injunction, ruling, decree, arbitration award, agency requirement, license or permit of any Governmental Authority that is legally binding on such Person. \"Lenders\" shall mean Jefferies and a syndicate of banks, financial institutions and other lenders providing the Financing pursuant to the terms of the Financing Commitment.\n\n4\n\n\n\n\n\n\"Lien\" shall mean a lien, charge, option, mortgage, pledge, security interest, claim, deed of trust, hypothecation or encumbrance of any kind. \"Losses\" shall mean damages, losses or liabilities (including judgments, awards, interest and penalties), together with costs and expenses reasonably incurred, including the reasonable fees and disbursements of legal counsel. \"Material Adverse Effect\" shall mean any fact, event, circumstance, occurrence, change or effect that individually or in the aggregate has or is reasonably likely to have a material adverse effect on the business, financial condition, assets, operations, or results or prospects of operations of the Company, taken as a whole. \"Material Contract\" shall mean any Contract or other agreement to which the Company is a party, and is material to the business, operations, or material properties or assets of the Company. The Material Contracts shall include, without limitation, any Contract or other agreement: (i) which is described under \"Part 1. Company's Information - II. Description of the Company - 5. Material Contracts Relating to Business\" in the securities report (yuka-shoken-hokokusho) of the Company filed with the Kanto Local Finance Bureau on June 24, 2015 in accordance with Article 24, Paragraph 1 of the FIEL, except for the License Agreement with Astellas Pharma Inc., which is no longer effective; (ii) under which the Company has incurred outstanding Indebtedness, guarantees or Liens, or has assumed other similar obligations; (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; (iv) relating to the acquisition or disposition of companies or businesses by the Company (whether by purchase or sale of shares or assets, by merger, or otherwise); (v) under which the Company has made a loan or capital contribution to or any investment in any Person other than the Company; (vi) which establishes or relates to the termination, creation or operation of a joint venture, partnership, or other similar profit (or loss) sharing arrangement; (vii) which requires or restricts the payment of dividends or distributions in respect of the capital stock of the Company; (viii) which was entered into outside the ordinary course of business and which involves obligations or liabilities in excess of [\u2026 ***\u2026];\n\n5\n\n\n\n\n\n(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. \"Offer\" shall have the meaning set forth in the recitals hereto. \"Offer Documents\" shall have the meaning set forth in Section 2.02(d). \"Offer Period\" shall have the meaning set forth in Section 2.02(a). \"Order\" shall mean any order, injunction, judgment, decree, ruling, assessment, judicial or administrative order, award or determination of any Governmental Authority or arbitrator. \"Organizational Documents\" shall mean the articles of incorporation, the rules of the board of directors, the share handling regulations, the partnership agreement, the limited liability company agreement, the operating agreement or other similar governing instruments, in each case as amended as of the date specified, of any Person. \"Owned Real Property\" shall mean the land listed on Schedule III. \"PAL\" shall mean the Pharmaceutical Affairs Law of Japan (iyakuhin-iryoukikito-no-hinshitu-yukousei-anzensei-no-kakuhoto-ni- kansuru-horitu) (Law No. 145 of 1955, as amended). \"Parties\" shall have the meaning set forth in the preamble hereto, and \"Party\" shall mean either of the Parties. \"Permits\" shall have the meaning set forth in Section (g) of Schedule 3.01. \"Person\" shall mean any natural person, general or limited partnership, limited liability company, limited liability partnership, corporation, joint stock company, trust, unincorporated association, joint venture, Governmental Authority, or other entity, whether acting in an individual, fiduciary or other capacity. \"Products\" shall have the meaning set forth in Section (u) of Schedule 3.01. \"Registered IP\" shall have the meaning set forth in Section (v) of Schedule 3.01.\n\n6\n\n\n\n\n\n\"Release\" shall mean any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching or migration on or into the Environment or into or out of any property. \"Settlement\" shall have the meaning set forth in Section 2.02(e). \"Settlement Date\" shall mean the 5t h Japan Business Day following the last day of the Offer Period, except as such date may be adjusted pursuant to Section 2.02(f). \"Share Offer Price\" shall have the meaning set forth in the recitals hereto. \"SPI\" shall have the meaning set forth in the recitals hereto. \"Squeeze-out\" shall mean any squeeze out transaction that Acquiror determines necessary and appropriate to make the Company wholly owned subsidiary of the Acquiror after the Settlement. \"Stock Options\" shall have the meaning set forth in the recitals hereto. \"Stock Purchase Agreement\" shall mean the stock purchase agreement among, dated August 26, 2015 entered into by Acquiror, and Ryuji Ueno, MD, Sachiko Kuno, S&R Technology Holdings, LLC and S&R Foundation. \"Strategic Business Alliance\" shall have the meaning set forth in Section 2.01. \"Subsidiaries\" shall mean, with respect to any Person, any juridical Person of which more than 50% of the voting power of the outstanding voting securities or more than 50% of the outstanding economic equity interest is held, directly or indirectly, by such Person, and in any event will include any Person that is fully included in the consolidated financial statements of such Person prepared in accordance with GAAP. \"Sucampo Group\" shall have the meaning set forth in Section 2.01. \"Superior Offer\" shall have the meaning set forth in Section 2.03(a). \"Target Securities\" shall have the meaning set forth in the recitals hereto. \"Taxes\" shall mean all taxes, charges, fees, levies or other assessments, including income, capital, gross receipts, excise, property, stamp, registrations, sales, license, payroll, consumption, withholding and franchise taxes, escheat obligation, and any secondary tax liability, imposed by Japan or any other country or any local government or taxing authority or political subdivision or agency thereof or therein, and such term shall include any interest, penalties or additions attributable to such taxes, charges, fees, levies or other assessments. \"Tax Returns\" shall mean any return, declaration, report, claim for refund, or information return or statement filed or required to be filed with any Governmental Authority with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.\n\n7\n\n\n\n\n\n\"Tender Offer Agent\" shall mean Nomura Securities Co., Ltd. \"Tender Offer Explanatory Statement\" shall have the meaning set forth in Section 2.02(d). \"Tender Offer Registration Statement\" shall have the meaning set forth in Section 2.02(d). Section 1.02 Interpretation. Unless otherwise indicated to the contrary in this Agreement by the context or use thereof: (a) the words, \"herein,\" \"hereto,\" \"hereof\" and words of similar import refer to this Agreement as a whole and not to any particular section or paragraph of this Agreement; (b) references in this Agreement to articles, sections or paragraphs refer to articles, sections or paragraphs of this Agreement; (c) headings of sections are provided for convenience only and should not affect the construction or interpretation of this Agreement; (d) words importing the masculine gender shall also include the feminine and neutral genders, and vice versa; (e) words importing the singular shall also include the plural, and vice versa; (f) the words \"include\", \"includes\" and \"including\" shall be deemed to be followed by the phrase \"without limitation\"; (g) any reference to a statute refers to such statute as it may have been or may be amended from time to time, or to such statute's successor, and shall be deemed also to refer to all rules and regulations promulgated thereunder; (h) any reference to a Contract or other document as of a given date means the Contract or other document as amended, supplemented and modified from time to time through such date; (i) \"or\" shall include the meanings \"either\" or \"both\"; and (j) the symbols \"JPY\" or \"\u00a5\" shall refer to the lawful currency of Japan. ARTICLE II\n\nTRANSACTION Section 2.01 Strategic Alliance. For the purpose of creating a combined company that can drive considerable growth in global markets, including Japan, the Parties agree to form a strategic business alliance (the \"Strategic Business Alliance\") among Acquiror and SPI and its Affiliates (collectively, the \"Sucampo Group\") and the Company, subject to the successful Closing. The Parties intend to achieve the purpose of such Strategic Business Alliance by mutual cooperation in, among others, the following areas: (a) ensuring that the transaction contemplated in this Agreement would provide Sucampo Group with increased revenues\u2014primarily from combining Sucampo Group's existing sales with those from the Company\u2014enhanced profitability, strong cash flow generation and a robust balance sheet and the improved financial strength of SPI as the parent company would also accrue to the benefit of its subsidiaries, which will include the Company after the Closing; (b) ensuring that Sucampo Group and the Company together would have a deeper and broader development pipeline of potential drug candidates in development across four major therapeutic areas\u2014gastroenterology, ophthalmology, autoimmune, and inflammation\u2014and greater resources, both financially and operationally, to maximize these opportunities, and consistent with the Target Company's business strategy, such development pipelines (some of these drug candidates) could be out-licensed to external firms to create even greater value; and\n\n8\n\n\n\n\n\n(c) ensuring that both Sucampo Group and the Company would have greater opportunity to conduct business development transactions, and through the relationships of the Company and increased presence in the Japanese market, Sucampo Group would gain greater access to the Japanese biotech community and Japan's well-regarded scientific institutions and researchers, and the Company would receive access to Sucampo Group's expertise in identifying, negotiating and managing key alliances. Section 2.02 Obligations of Acquiror. (a) Commencement of the Offer. Subject to the terms and conditions herein, Acquiror agrees to commence the Offer on August 27, 2015 (the \"Launch Date\") to acquire for cash (i) all of the issued and outstanding shares of Common Stock at the Share Offer Price and (ii) all of the outstanding Stock Options at the price as set out in Schedule I. 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\"). (b) Conditions to the Commencement of the Offer. Acquiror's obligation to commence the Offer will be subject to satisfaction (or waiver in writing by Acquiror in its sole discretion) of each of the following conditions on the Launch Date: (i) The representations and warranties of the Company set forth in Section 3.01 shall be true and correct in all material respects; (ii) The Company shall have duly performed its obligations required to be performed by it prior to the Launch Date under this Agreement; (iii) The board of directors of the Company unanimously (a) shall have made a resolution approving a statement of opinion in support of the Offer and recommending the holders of shares of Common Stock and Stock Options to tender their shares and Stock Options to the Offer, with recommendation by the independent committee of the Company, and have publicly announced such statement, and (b) have not revoked such statement; (iv) The board of directors of the Company unanimously shall have made a resolution revealing its intention to support the Squeeze-out (including the price to be offered therein) and have publicly announced such intention, and have not revoked such intention; (v) For the purpose of approving the transfer of Stock Options that will be tendered to the Offer and releasing any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options, the board of directors of the Company shall have made a resolution to authorize and instruct appropriate board members to approve the said transfer and release the said transfer restriction in a timely manner if requested in writing by any holders of such Stock Options;\n\n9\n\n\n\n\n\n(vi) The Financing Commitment shall have been duly made and entered into by Jefferies; (vii) No temporary restraining order, preliminary or permanent injunction or other Order preventing the commencement of the Offer or the consummation of the Squeeze-out shall be in effect, and no Law shall have been enacted or shall be deemed applicable to the Offer or the Squeeze-out which makes the consummation of the Offer or the Squeeze-out illegal; (viii) All necessary consents, approvals (including, but not limited to, approval of the Financial Services Agency, Kanto Local Financial Bureau and Tokyo Stock Exchange) for the Offer shall have been obtained by Acquiror and the Company; (ix) The Company shall not have suffered a Material Adverse Effect since the Financial Statements Date; and (x) Acquiror shall have concurrently entered into a Stock Purchase Agreement with Ryuji Ueno, MD, Sachiko Kuno, S&R Technology Holdings, LLC and S&R Foundation. (c) Withdrawal of the Offer. Acquiror may withdraw the Offer upon the occurrence of any event listed in the FIEL Enforcement Ordinance and the Tender Offer Registration Statement. (d) Publication and Filing. Upon the commencement of the Offer, Acquiror shall publish a tender offer public notice and shall file a tender offer registration statement (the \"Tender Offer Registration Statement\") with the Kanto Local Finance Bureau, each in accordance with the terms and conditions set forth in this Section 2.02 and Article 27-3 of the FIEL. Acquiror shall file with the relevant Governmental Authorities, publish and/or mail to holders of the Target Securities as required by Law (i) a copy of the Tender Offer Registration Statement, (ii) a tender offer explanatory statement (the \"Tender Offer Explanatory Statement\") and (iii) each other document required under applicable Law to be so filed, published or mailed by it in connection with the Offer (collectively, the \"Offer Documents\"). (e) Settlement of the Offer. Unless the Offer has been withdrawn by Acquiror in accordance with terms of this Agreement, Acquiror shall cause payment in full for all Target Securities validly tendered (and not withdrawn) under the Offer (the \"Settlement\") to be made by the Tender Offer Agent in immediately available funds as promptly as practicable following the end of the Offer Period and in no event later than the Settlement Date.\n\n10\n\n\n\n\n\n(f) Extensions of the Offer Period and Amendments. 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. Section 2.03 Obligations of the Company. (a) Support of the Offer. Upon the commencement of the Offer, the Company (i) shall, by a unanimous resolution of its board of directors, and with recommendation by the independent committee of the Company, approve a statement of opinion in support of the Offer and recommending the holders of shares of Common Stock and Stock Options to tender their shares and Stock Options to the Offer and have publicly announced such statement, and (ii) shall not revoke such statement. The Company (1) shall also, by a unanimous resolution of its board of directors, and with recommendation by the independent committee of the Company, reveal its intention to support the Squeeze-out and (2) publicly announce such intention, and (3) shall not revoke such intention. Notwithstanding the forgoing, the Company may, upon prior consultation with the Acquiror, revoke or change such statement or intention, only if (A) there is any counter tender offer bid or any bona fide offer to acquire the Target Securities that is a Superior Offer and (B) the failure to take such action, on the basis of legal opinion issued in writing by legal counsel of the Company, would be reasonably expected to cause the board of directors of the Company to be in breach of its duty of care (zenkan-tyui-gimu) under Japanese law. 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. (b) Publication and Filing. Upon the commencement of the Offer, the Company shall make public disclosure and file a company's position statement (iken-hyoumei-houkokusho) (the \"Company's Position Statement\") with the Kanto Local Finance Bureau, each in accordance with in accordance with Section 2.03(a) and applicable Laws and in a manner and content as agreed with Acquiror. ARTICLE III\n\nREPRESENTATIONS AND WARRANTIES Section 3.01 Representations and Warranties of the Company. The Company hereby represents and warrants to Acquiror that, except as disclosed in the Company Disclosure Letter, the statements set forth in Schedule 3.01 are true and correct as of the date of this Agreement and will be true and correct as of the Launch Date and the Closing Date (or, if made as of a specified date, as of such specified date only).\n\n11\n\n\n\n\n\nSection 3.02 Representations and Warranties of Acquiror. Each of Acquiror and SPI hereby represents and warrants to the Company that the statements set forth in Schedule 3.02 are true and correct as of the date of this Agreement and will be true and correct as of the Launch Date and the Closing Date (or, if made as of a specified date, as of such specified date only). ARTICLE IV\n\nCOVENANTS OF THE PARTIES Section 4.01 The Company's Obligation. (a) Ordinary Course of Business of the Company's Operation. During the period from the date of this Agreement and the completion of the Squeeze-out (the \"Restricted Period\"), except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall operate in the ordinary course of business consistent with the past practice and use its reasonable efforts to preserve intact the material components of its current business organization, including keeping available the services of current officers and key employees, and use its reasonable efforts to maintain its relations and good will with all material suppliers, material customers, governmental bodies and other material business relations intact its business relationships. (b) Restrictive Covenants. Without limiting Section 4.01(a), during the Restricted Period, except as contemplated by this Agreement, set forth in Schedule 4.01(b), required by applicable Law or otherwise agreed to in writing by Acquiror, the Company shall not: (i) sell, issue, grant, pledge or transfer or authorize the sale, issuance, grant, pledge or transfer of any capital stock or equity interest or other security of the Company or any instrument convertible into or exchangeable for any security of the Company, except for approval of the transfer of Stock Options that will be tendered to the Offer and release from any transfer restriction for such Stock Options provided in relevant contracts between the Company and the holders of such Stock Options; (ii) establish or adopt new employee benefits plans or provide increases in employee salaries, or benefits outside the ordinary course of business; (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; (iv) enter into change-in-control, severance, bonus or retention agreements with any directors, officers, employees or consultants of the Company; (v) enter into any collective bargaining agreement or other agreement with any labor organization or work council;\n\n12\n\n\n\n\n\n(vi) make any material capital expenditure; (vii) license, acquire, dispose or cause or permit any Lien on any material right or material asset or property other than the sale of inventory in the ordinary course of business or dispositions of obsolete, surplus or worn out assets; (viii) amend or relinquish any material rights under any Material Contract or enter into any new Material Contracts; (ix) enter into any new line of business or discontinue any existing business, including commencement of any new development programs, pre-clinical studies or clinical trials except for those activities and costs that cannot be postponed and the Company is contractually obligated to perform or pay during the Restricted Period, and not to exceed the costs set forth in Schedule 4.01(b)(ix) of this Agreement, which Schedule shall include the budgeted costs of the development activities listed therein; (x) make any material change to any accounting methods or make any material tax election; (xi) commence or settle any legal proceeding; (xii) enter into any action or decision that could fall under any category of information subject to insider trading regulation under Article 166, Paragraph 1 or Article 167, Paragraph 1 of the FIEL; (xiii) declare or make payment of any dividends or other distribution to its shareholders; (xiv) revoke the resolution by the board of directors as set out in Section 2.02(b)(v); (xv) incur any Indebtedness or grant any Liens on any of its property or assets outside the ordinary course of business; (xvi) adopt, implement or take any actions or measures except for those permitted under this Agreement that could require Acquiror to amend or change, in part or whole, any of the Offer Documents or extend the Offer Period; or (xvii) authorize any of, or agree or commit to take, any of the actions described in clauses (i) through (xv) of this Section 4.01(b). (c) Notice and Consent. Prior to Closing, the Company shall provide a written notice to, or use its commercially reasonable efforts to obtain a written consent from each counterparty to a Material Contract to which the Company is party, if such contract so requires the Company in connection with the consummation of the transactions contemplated hereby.\n\n13\n\n\n\n\n\n(d) Cooperation with the Offer. The Company agrees to take all reasonable actions available to them to cooperate with Acquiror in making the Offer and gathering tenders from existing shareholders of the Company, and shall provide such information and assistance as Acquiror or its agents may reasonably request in connection with communicating the Offer and any amendments and supplements thereto to the holders of the Target Securities and to such other Persons as are entitled to receive the Offer Documents under applicable Law, including, to the extent permissible, under the Personal Information Protection Law of Japan and other applicable Law. The Company acknowledges and agrees that Acquiror may state in any Offer Document or press release the Company's support of the Offer and the Squeeze-out as set out in Section 2.03(a). (e) Financing. Acquiror shall use its reasonable efforts to take all actions and to do all things necessary, proper or advisable to arrange, consummate and obtain the proceeds of the Financing. The Company shall use its reasonable efforts to provide to Acquiror such customary cooperation as may be reasonably requested by Acquiror to assist Acquiror in causing the conditions in the Financing Commitment to be satisfied and such customary cooperation as is otherwise reasonably necessary and reasonably requested by Acquiror solely in connection with obtaining the Financing, which cooperation shall include (without limitation): (i) causing its management team, external auditors and other non-legal advisors to assist in preparation for and to participate in a reasonable number of meetings with the Lenders, and conference calls (including customary one-on-one meetings with the parties acting as lead arrangers, bookrunners or agents for, and prospective lenders of, the Financing and senior management (with appropriate seniority and expertise) of the Company), presentations and sessions with prospective lenders, investors and ratings agencies in connection with any of such Financing; (ii) using its reasonable efforts to cause the syndication and marketing efforts in connection with the Financing to benefit from the Company's relationships with potential financing sources; (iii) providing customary authorization letters to the Lenders under the Financing Commitment authorizing the distribution of information to other prospective lenders and containing customary representations to the Lenders under the Financing Commitment; (iv) furnishing Acquiror and the Lenders promptly, and in any event at least five (5) business days prior to Closing, with all documentation and other information that any Lender has reasonably requested and that such Lender has determined is required by regulatory authorities in connection with the Financing under applicable \"know your customer\" and anti-money laundering rules and regulations, including without limitation the PATRIOT Act;\n\n14\n\n\n\n\n\n(v) assisting in preparing of and, subject to the successful Squeeze-out, executing and delivering of any customary pledge and security documents, credit agreements, indentures, guarantees, ancillary documents and instruments and customary closing certificates and documents and assisting in preparing schedules (and providing necessary information relating thereto) as may be reasonably requested by Acquiror; (vi) obtaining customary payoff letters, Lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all Indebtedness; (vii) permitting the use of the Company's logos, trademarks and trade names in connection with the Financing contemplated by the Financing Commitment; 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; (viii) timely preparing a customary confidential information memorandum and other customary marketing materials with respect to the Financing; and (ix) promptly furnishing any other information as reasonably requested by Acquiror or the Lender in connection with the Financing. Section 4.02 Consummation of the Squeeze-out. Subject to the successful Closing, the Company agrees to take all reasonable actions available to it to consummate the Squeeze-out and appointment of new directors of the Company as designated by Acquiror as soon as possible after the Closing, as reasonably requested by Acquiror, and shall provide such information and assistance as Acquiror or its agents may reasonably request in connection with communicating the Squeeze-out. Section 4.03 Applications and Consents; Governmental Communications and Filings. Each Party shall cooperate and use its reasonable efforts in making all notifications to, and seeking all consents of, Governmental Authorities necessary or advisable to consummate the transactions contemplated hereby as promptly as practicable. No Party shall take any action that would reasonably be expected to prevent or materially delay or impede the filing or receipt of such necessary or advisable notifications or consents. Section 4.04 Further Assurance. Subject to the terms and conditions hereof, each Party covenants and agrees to use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, in good faith, all things applicable to it that are necessary, proper or desirable, or advisable under applicable Law to carry out the provisions contained in this Agreement and the transactions contemplated hereunder. Section 4.05 Access. During the Restricted Period, upon reasonable advance notice to the Company, the Company shall: (a) provide Acquiror with reasonable access during normal business hours of the Company to the Company's employees, consultants and other personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company; and (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.\n\n15\n\n\n\n\n\nSection 4.06 Notifications. Each Party shall give prompt notice to the other Parties (and subsequently keep the other Parties informed on a current basis) upon its becoming aware of (a) any Actions commenced or, to such Party's knowledge, threatened against, relating to or involving or otherwise affecting such Party or any of its Affiliates which relate to the Offer or the transactions contemplated by this Agreement, or (b) the occurrence or existence of any fact, event or circumstance that would or would be reasonably likely to (i) cause or constitute a material breach of any of its covenants or agreements contained herein, or (ii) impair or delay the completion of the Offer or the Closing; provided, however, the delivery of any notice pursuant to this Section 4.06 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the remedies available to any Party receiving such notice. Section 4.07 Confidentiality. (a) For [\u2026***\u2026] ([\u2026***\u2026]) years from and after the date of this Agreement, the Company will hold and treat in confidence, and will not use, and will cause their Affiliates to hold and treat in confidence, all non-public documents and information (including any information with regard to terms and conditions of this Agreement) concerning Acquiror and each of its respective Affiliates, except to the extent that such documents and information (1) are required or requested (with prompt notice of such request to be made to Acquiror) to be disclosed by applicable Law or any Governmental Authority, (2) generally become available to the public through no fault of the Company, (3) become available to the Company on a non-confidential basis, or (4) are independently developed by the Company or its Affiliates without reference to the furnished information. (b) Until earlier of (i) the consummation of the Squeeze-out and (ii) the expiration of [\u2026***\u2026] ([\u2026***\u2026]) year period from and after the date of this Agreement, Acquiror will hold and treat in confidence, and will not use, and will cause its Affiliates to hold and treat in confidence, all non-public documents and information concerning the Company, except to the extent that such documents and information (1) are required or requested (with prompt notice of such request to be made to Acquiror) to be disclosed by applicable Law or any Governmental Authority, (2) generally become available to the public through no fault of Acquiror or its Affiliates, (3) become available to Acquiror or its Affiliates on a non- confidential basis, or (4) are independently developed by Acquiror or its Affiliates without reference to the furnished information. Notwithstanding the foregoing, Acquiror may disclose such documents and information to its directors, officers, agents, consultants and other representatives (including attorneys, financial advisors, accountants, potential financing sources and the Lenders) of Acquiror or its Affiliates to the extent reasonably necessary for execution or performance of this Agreement.\n\n16\n\n\n\n\n\nSection 4.08 Public Announcement. Notwithstanding Section 4.07(b), Acquiror may make public announcement regarding the transactions contemplated by this Agreement, including the tender offer public notice, the Tender Offer Registration Statement, the Tender Offer Explanatory Statement, any amendments to any of the foregoing, and public announcements to be made in connection with the execution of this Agreement and after the Closing, in each case taking into account the requirements of all applicable Law. The Company shall not otherwise communicate with any news media in respect of this Agreement or the transactions contemplated by this Agreement without the prior written consent of Acquiror. Section 4.09 No Lender Liability. 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). In furtherance and not in limitation of the foregoing waiver, it is agreed that no Lender shall have any liability for any claims, losses, settlements, damages, costs, expenses, fines or penalties to the Company in connection with this Agreement or the transactions contemplated hereby (including the Financing or the Financing Commitment). Section 4.10 Employees of Company. Following the Closing Date, SPI shall develop an integration plan in consultation with the management of the Company as required for combining the business operations of the two companies. Subject to the goals, parameters and integration activities outlined in the integration plan, SPI shall (i) provide the employees of the Company with employee incentives under such terms and conditions as not less favorable (taking into account, among other things, tax implications) to the incentives made available by the Company to such its employees as of the date of this Agreement [\u2026***\u2026], and thereafter under such terms and conditions as not less favorable (taking into account, among other things, tax implications, local laws, and SPI's practices with respect to the employees of Acquiror) to those of the incentives made available by SPI to its employees, and (ii) [\u2026***\u2026] the [\u2026***\u2026] of the [\u2026***\u2026 ] of the [\u2026***\u2026] as of the [\u2026***\u2026] of this [\u2026 ***\u2026] at [\u2026***\u2026] the [\u2026***\u2026] of the [\u2026***\u2026] of the [\u2026***\u2026] on [\u2026***\u2026]. For the sake of achieving the purpose of the strategic alliance as set forth in Section 2.01, both Parties acknowledge their mutual intention to, in principle, maintain the Company's employment at levels consistent with the requirements of the Company from time to time.\n\n17\n\n\n\n\n\nSection 4.11 Development Programs and Clinical Trials. Following the Closing Date, SPI hereby agrees to engage in a program review in consultation with the management of the Company with respect to the development programs and clinical trials listed in Schedule 4.11, with the goal of [\u2026***\u2026] an [\u2026***\u2026] of [\u2026***\u2026] and [\u2026***\u2026]. Such review shall be conducted consistent with SPI's process and practices applied to the assessment of its own product candidates, including the [\u2026***\u2026] of a [\u2026***\u2026] of [\u2026***\u2026] on [\u2026***\u2026] of the [\u2026***\u2026] of [\u2026***\u2026] and [\u2026***\u2026] and the [\u2026***\u2026] for [\u2026***\u2026], and the [\u2026***\u2026] at the [\u2026***\u2026] be [\u2026***\u2026]; provided, however, that [\u2026***\u2026] the [\u2026***\u2026] to [\u2026***\u2026] or [\u2026***\u2026] and [\u2026***\u2026] its [\u2026***\u2026] or [\u2026***\u2026] of [\u2026***\u2026]. ARTICLE V\n\nINDEMNIFICATION Section 5.01 Indemnification by the Company. The Company shall indemnify Acquiror from and against all Losses incurred by Acquiror to the extent arising out of or resulting from (i) any inaccuracy or breach of a representation or warranty made by the Company under Section 3.01 or (ii) any breach or failure by the Company to perform any of their covenants or obligations contained in this Agreement. Section 5.02 Indemnification by Acquiror. Acquiror shall indemnify the Company from and against all Losses incurred by the Company to the extent arising out of or resulting from (i) any inaccuracy or breach of a representation or warranty made by Acquiror under Section 3.02 or (ii) any breach or failure by Acquiror to perform any of its covenants or obligations contained in this Agreement. Section 5.03 Indemnification Procedure. Whenever any claim shall arise for indemnification under this Article V, the indemnified Person making such claim (the \"Indemnified Party\") shall notify the Party from whom indemnification is sought (the \"Indemnifying Party\") in writing of the claim and, when known, the facts constituting the basis for such claim; provided, however, that the failure timely to provide such notice shall not release the Indemnifying Person from its obligations under this Article V. Section 5.04 Limitations. 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]. Notwithstanding the above provisions of this Section 5.04, the limitations provided in this Section 5.04 shall not apply to (i) any claim for fraud or intentional misrepresentation or (ii) any claim for breach of any agreement or covenant contained herein.\n\n18\n\n\n\n\n\nARTICLE VI\n\nTERMINATION Section 6.01 Termination. This Agreement may be terminated prior to the end of the Offer Period by Acquiror if a condition for withdrawal of the Offer has occurred. This Agreement shall be automatically terminated if the Offer has been withdrawn or the Offer is not successful due to the failure of obtaining the minimum threshold. This Agreement may not be terminated after the end of the Offer Period if the Offer is successful. Section 6.02 Notice of Termination. 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. Section 6.03 Effect of Termination. In the event of the termination of this Agreement as provided in Section 6.01, this Agreement shall forthwith become void and there shall be no liability on the part of any Party to this Agreement or any Financing Party except as set forth in Article V. This sentence and Section 4.07, Section 4.09, Article V and Article VIII shall survive any termination of this Agreement. ARTICLE VII\n\nGUARANTEE Section 7.01 Guarantee. SPI hereby absolutely, unconditionally and irrevocably guarantees to and in favor of the Company that the Acquiror shall perform and discharge any and all of its obligations under this Agreement as set forth in this Agreement. ARTICLE VIII\n\nMISCELLANEOUS Section 8.01 Governing Law. The construction, validity and performance of this Agreement shall be governed in all respects by the laws of Japan. Section 8.02 Jurisdiction. (a) Any dispute, action or proceeding arising out of or in connection with this Agreement, including any question regarding its existence, validity, binding effect, breach, amendment or termination shall be subject to the exclusive jurisdiction of the Tokyo District Court.\n\n19\n\n\n\n\n\n(b) Notwithstanding anything herein to the contrary, the Parties hereto acknowledge and irrevocably agree (i) that any dispute, action, or proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Lenders arising out of, or relating to, the transactions contemplated hereby, the Financing or the performance of services thereunder or related thereto shall be subject to the exclusive jurisdiction of any state or federal court sitting in the County of New York, Borough of Manhattan, New York, New York and any appellate court thereof and each Party hereto submits for itself and its property with respect to any such dispute, action or proceeding to the exclusive jurisdiction of such court, (ii) not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such dispute, action or proceeding in any other court, (iii) to waive and hereby waive, to the fullest extent permitted by law, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such dispute, action or proceeding in any such court, (iv) to waive and hereby waive any right to trial by jury in respect of any such dispute, action or proceeding, (v) that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and (vi) that any such dispute, action or proceeding shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law rules of such State that would result in the application of the laws of any other jurisdiction. Section 8.03 Cost and Expenses. Except as otherwise provided in this Agreement, each Party shall bear the costs, expenses and fees (including fees and expenses of the attorneys, certified public accountants, tax advisors and other advisors) incurred by such Party in relation to the preparation, execution and performance of this Agreement. Section 8.04 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. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. Section 8.05 Amendments and Waivers. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of the amendment, modification, discharge or waiver is sought (except that Section 4.09, Section 6.03, Section 8.02(b), Section 8.04, this Section 8.05 and Section 8.13 shall not be amended, modified, discharged or waived in a manner that is adverse to the Lenders without the prior written consent of the Lenders). No failure or delay by Acquiror or the Company in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Section 8.06 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either Party. The Parties shall negotiate in good faith in order to seek to agree on the terms of a mutually satisfactory provision to be substituted for any provision found to be invalid, illegal or unenforceable.\n\n20\n\n\n\n\n\nSection 8.07 Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile or email pdf format), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 8.08 Entire Agreement. This Agreement (including the Schedules and Disclosure Letters hereto) constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof, and supersede any and all previous oral or written agreements or understandings between the Parties in relation to the matters dealt with herein. The Schedules referred to in this Agreement are intended to be and hereby are specifically made a part of this Agreement. Any and all previous agreements and understandings between the Parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement. Section 8.09 Notices. Any notice or communication under this Agreement shall be sent to the Parties in English at their respective addresses set forth below or such other addresses as may from time to time be notified. Notices may be sent by hand, or by registered mail (internationally recognized courier service if overseas) or by fax or email, and shall be deemed to be received, if sent by hand, fax or email, one normal working hour (at the place of delivery) after delivery or transmission, and if by registered mail the second Business Day after posting (or, in the case of international courier service, on the fifth Business Day following the date of deposit with such courier service, or such earlier delivery date as may be confirmed in writing to the sender by such courier service). If to Acquiror: Sucampo Pharma, LLC. 2-2-16, Sonezakishinchi, Kita-ku, Osaka Attention: [\u2026***\u2026] Phone: [\u2026***\u2026] Fax: [\u2026***\u2026] Email address: [\u2026***\u2026] If to SPI: Sucampo Pharmaceuticals, Inc. 4520 East West Highway Bethesda, MD 20814 USA Attention: General Counsel Phone: [\u2026***\u2026]\n\n21\n\n\n\n\n\nFax: [\u2026***\u2026] Email address: [\u2026***\u2026] If to the Company: R-Tech Ueno, Ltd. NBF Hibiya Bldg. 10F Uchisaiwaicho 1-1-7 Chiyoda-ku, Tokyo 100-0011 JAPAN Attention: Office of the President Phone: [\u2026***\u2026] Fax: [\u2026***\u2026] Email address: [\u2026***\u2026] Section 8.10 Language. This Agreement has been prepared and executed in, and shall be construed in accordance with, the English language. Any Japanese translation prepared by any Party shall be for convenience purposes only, and in the event of a dispute as to interpretation of this Agreement, shall have no bearing on such interpretation. Section 8.11 Disclosure Schedules. Each Party acknowledges and agrees that disclosure of any item in any section or subsection of a Disclosure Letter shall be deemed disclosure by such Party with respect to any other section or subsection to which the item relates, to the extent the relevance of such item is readily apparent. Matters reflected in the Company Disclosure Letter are not necessarily limited to matters required by this Agreement to be so reflected. Such additional matters are set forth for informational purposes and do not necessarily include other matters of a similar nature. No reference to or disclosure of any item or other matter in any Section, Disclosure Letter or Schedule of this Agreement shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any contract, Law or Governmental Order shall be construed as an admission or indication that such a breach or violation exists or has actually occurred. Section 8.12 Fraud. Each Party acknowledges and agrees that nothing herein shall relieve or release a Person of any liability in connection with any fraudulent or criminal acts committed by such Person, its Affiliates or their respective representatives, and nothing herein shall provide any indemnification to or release of any Person committing such fraudulent or criminal acts.\n\n22\n\n\n\n\n\nSection 8.13 Third-party Beneficiaries. 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. Nothing in this Agreement shall be construed to create a right in any employee to employment with Acquiror or the Company or any of their respective Affiliates or successors. No current or former employee or any other individual associated with the Company shall be regarded as a third party beneficiary of this Agreement or have a right to enforce any provisions hereof. [remainder of page intentionally left blank]\n\n23\n\n\n\n\n\nIN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. Sucampo Pharmaceuticals, Inc. By: /s/ Peter Greenleaf Name: Peter Greenleaf Title: Chief Executive Officer Sucampo Pharma, LLC. By: /s/ Misako Nakata Name: Misako Nakata Title: Representative Executor R-Tech Ueno, Ltd. By: /s/ Y. Mashima Name: Yukihiko Mashima Title: President"}]}, {"title": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "GAS TRANSPORTATION AGREEMENT", "answer_start": 13658}], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Shipper.", "answer_start": 514}, {"text": "TENNESSEE GAS PIPELINE COMPANY", "answer_start": 86}, {"text": "LOUISVILLE GAS AND ELECTRIC COMPANY", "answer_start": 425}, {"text": "Transporter", "answer_start": 408}], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "1st day of November, 2002", "answer_start": 282}], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 9344}], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 9344}], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 12293}], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 11785}], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 2338}, {"text": "In the event Transporter is unable to maintain the minimum pressure(s) described herein but Shipper is still able to take receipt of the scheduled quantity at the Primary Delivery Point(s) described above, then Shipper shall be considered unharmed by Transporter's inability to maintain such minimum pressure(s).", "answer_start": 2663}, {"text": "Transporter shall cause the delivery of natural gas to Shipper at the Shipper's Primary Point of Delivery as nearly as practicable to Transporter's line pressure, provided that such line pressure shall not be less than 500 pounds per square inch gauge at Monroe, meter number 020843, and 600 pounds per square inch gauge at Calvary, meter number 020844.", "answer_start": 1984}], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [{"text": "ransporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.", "answer_start": 1293}, {"text": "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.", "answer_start": 639}], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": false}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "KENTUCKYUTILITIESCO_03_25_2003-EX-10.65-TRANSPORTATION AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "EXHIBIT 10.65   EXHIBIT II   NOVEMBER 1, 2002, RATE FT-A AGREEMENT   BETWEEN LG&E AND TENNESSEE GAS PIPELINE COMPANY\n\n\n\n\n\n  Service Package No: 40715 Amendment No:   GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule)   THIS AGREEMENT is made and entered into as of the 1st day of November, 2002, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation, hereinafter referred to as \"Transporter\" and LOUISVILLE GAS AND ELECTRIC COMPANY, a Kentucky Corporation, hereinafter referred to as \"Shipper.\" Transporter and Shipper shall collectively be referred to herein as the \"Parties.\"   ARTICLE I - DEFINITIONS   1.1 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. Any limitations on the quantities to be received from each Point of Receipt and/or delivered to each Point of Delivery shall be as specified on Exhibit \"A\" attached hereto.   1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms and Conditions of Transporter's FERC Gas Tariff.   ARTICLE II - TRANSPORTATION   Transportation Service - Transporter agrees to accept and receive daily on a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account such quantity of gas as Shipper makes available up to the Transportation Quantity, and to deliver to or for the account of Shipper to the Point(s) of Delivery an Equivalent Quantity of gas.   ARTICLE III - POINT(S) OF RECEIPT AND DELIVERY   The Primary Point(s) of Receipt and Delivery shall be those points specified on Exhibit \"A\" attached hereto.   ARTICLE IV   4.1 All facilities are in place to render the service provided for in this Agreement.   4.2 Pursuant to Article VIII, Section 1 of the General Terms and Conditions of Transporter's Tariff (\"GT&C\"), Transporter shall cause the delivery of natural gas to Shipper at the Shipper's Primary Point of Delivery as nearly as practicable to Transporter's line pressure, provided that such line pressure shall not be less than 500 pounds per square inch gauge at Monroe, meter number 020843, and 600 pounds per square inch gauge at Calvary, meter number 020844. 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. Such minimum pressure obligation is subject to the GT&C including, but not limited to, Article X - Excuse of Performances.   In the event Transporter is unable to maintain the minimum pressure(s) described herein but Shipper is still able to take receipt of the scheduled quantity at the Primary Delivery Point(s) described above, then Shipper shall be considered unharmed by Transporter's inability to maintain such minimum pressure(s). Subject to the foregoing, any failure on Transporter's part to deliver the scheduled quantity at the Primary Delivery Point(s)   1\n\n\n\n\n\n  described above shall entitle Shipper to the limited remedy specified in Rate Schedule FT-A, Section 7 - Failure of Transporter.   ARTICLE V - QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT   For all gas received, transported and delivered hereunder the Parties agree to the Quality Specifications and Standards for Measurement as specified in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To the extent that no new measurement facilities are installed to provide service hereunder, measurement operations will continue in the manner in which they have previously been handled. In the event that such facilities are not operated by Transporter or a downstream pipeline, then responsibility for operations shall be deemed to be Shipper's.   ARTICLE VI - RATES AND CHARGES FOR GAS TRANSPORTATION   6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the rates, charges, and surcharges to be paid by Shipper to Transporter for the transportation service provided herein shall be in accordance with transporter's Rate Schedule FT-A and the General Terms and Conditions of Transporter's FERC Gas Tariff. Except as provided to the contrary in any written or electronic agreement(s) between Transporter and Shipper in effect during the term of this Agreement Shipper shall pay Transporter the applicable maximum rate(s) and all other applicable charges and surcharges specified in the Summary of Rates in Transporter's FERC Gas Tariff and in this Rate Schedule. Transporter and Shipper may agree that a specific discounted rate will apply only to certain volumes under the agreement. Transporter and Shipper may agree that a specified discounted rate will apply only to specified volumes (MDQ, TQ, commodity volumes, Extended Receipt and Delivery Service Volumes or Authorized Overrun volumes) under the Agreement; that a specified discounted rate will apply only if specified volumes are achieved (with the maximum rates applicable to volumes above the specified volumes or to all volumes if the specified volumes are never achieved); that a specified discounted rate will apply only during specified periods of the year or over a specifically defined period of time; and/or that a specified discounted rate will apply only to specified points, zones, markets or other defined geographical area. Transporter and Shipper may agree to a specified discounted rate pursuant to the provisions of this Section 6.1 provided that the discounted rate is between the applicable maximum and minimum rates of this service.   6.2 INCIDENTAL CHARGES - Shipper agreed to reimburse Transporter for any filing or similar fees, which have not been previously paid for by Shipper, which Transporter incurs in rendering service hereunder.   6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have the unilateral right to file with the appropriate regulatory authority and make effective changes in (a) the rates and charges applicable to service pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s) pursuant to which service hereunder is rendered, or (c) any provision of the General Terms and Conditions applicable to those rate schedules. Transporter agrees that Shipper may protest or contest the aforementioned filings, or may seek authorization from duly constituted regulatory authorities for such adjustment of Transporter's existing FERC Gas Tariff as may be found necessary to assure Transporter just and reasonable rates.   2\n\n\n\n\n\n  ARTICLE VII - BILLINGS AND PAYMENTS   Transporter shall bill and shipper shall pay all rates and charges in accordance with Articles V and VI, respectively, of the General Terms and Conditions of the FERC Gas Tariff.   ARTICLE VIII - GENERAL TERMS AND CONDITIONS   This Agreement shall be subject to the effective provisions of Transporter's Rate Schedule FT-A and to the General Terms and Conditions incorporated therein, as the same may be changed or superseded from time to time in accordance with the rules and regulations of the FERC.   ARTICLE IX - REGULATION   9.1 This Agreement shall be subject to all applicable and lawful governmental statutes, orders, rules and regulations and is contingent upon the receipt and continuation of all necessary regulatory approvals or authorizations upon terms acceptable to Transporter. This Agreement shall be void and of no force and effect if any necessary regulatory approval is not so obtained or continued. All Parties hereto shall cooperate to obtain or continue all necessary approvals or authorizations, but no Party shall be liable to any other party for failure to obtain or continue such approvals or authorizations.   9.2 The transportation service described herein shall be provided subject to Subpart G, Part 284 of the FERC Regulations.   ARTICLE X - RESPONSIBILITY DURING TRANSPORTATION   Except as herein specified, the responsibility for gas during transportation shall be as stated in the General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1.   ARTICLE XI - WARRANTIES   11.1 In addition to the warranties set forth in Article IX of the General Terms and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the following:   (a) Shipper warrants that all upstream and downstream transportation arrangements are in place, or will be in place as of the requested effective date of service, and that it has advised the upstream and downstream transporters of the receipt and delivery points under this Agreement and any quantity limitations for each point as specified on Exhibit \"A\" attached hereto. Shipper agrees to indemnify and hold Transporter harmless for refusal to transport gas hereunder in the event any upstream or downstream transporter fails to receive or deliver gas as contemplated by this Agreement.   (b) Shipper agrees to indemnify and hold Transporter harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses (including reasonable attorneys fees) arising from or out of breach of any warranty by Shipper herein.   11.2 Transporter shall not be obligated to provide or continue service hereunder in the event of any breach of warranty.   3\n\n\n\n\n\n  ARTICLE XII - TERM   12.1 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. If the FERC or other governmental body having jurisdiction over the service rendered pursuant to this Agreement authorizes abandonment of such service, this Agreement shall terminate on the abandonment date permitted by the FERC or such other governmental body.   12.2 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.   12.3 This Agreement will terminate automatically upon written notice from Transporter in the event Shipper fails to pay all of the amount of any bill for service rendered by Transporter hereunder in accord with the terms and conditions of Article VI of the General Terms and Conditions of Transporter's FERC Gas Tariff.   ARTICLE XIII - NOTICE   Except as otherwise provided in the General Terms and Conditions applicable to this Agreement, any notice under this Agreement shall be in writing and mailed to the post office address of the Party intended to receive the same, as follows:\n\nTRANSPORTER: Tennessee Gas Pipeline Company P. O. Box 2511 Houston, Texas 77252-2511\n\nAttention: Director, Transportation Control\n\nSHIPPER:\n\n\n\nNOTICES: Louisville Gas and Electric Company P. O. Box 32020 Louisville, Kentucky 40232\n\nAttention: J. Clay Murphy, Dir - Gas Management, Planning and Supply\n\nBILLING: Louisville Gas and Electric Company P. O. Box 32020 Louisville, Kentucky 40232\n\nAttention: J. Clay Murphy, Dir - Gas Management, Planning and Supply     or such other address as either Party shall designate by formal written notice to the other.   4\n\n\n\n\n\n  ARTICLE XIV - ASSIGNMENTS   14.1 Either Party may assign or pledge this Agreement and all rights and obligations hereunder under the provisions of any mortgage, deed of trust, indenture, or other instrument which it has executed or may execute hereafter as security for indebtedness. Either Party may, without relieving itself of its obligation under this Agreement, assignment any of its rights hereunder to a company with which it is affiliated. 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.   14.2 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.   ARTICLE XV - MISCELLANEOUS   15.1 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.   15.2 If any provision of this Agreement is declared null and void, or voidable, by a court of competent jurisdiction, then that provision will be considered severable at either Party's option; and if the severability option is exercised, the remaining provisions of the Agreement shall remain in full force and effect.   15.3 Unless otherwise expressly provided in this Agreement or Transporter's FERC Gas Tariff, no modification of or supplement to the terms and provisions stated in this Agreement shall be or become effective until Shipper has submitted a request for change through PASSKEY and Shipper has been notified through PASSKEY of Transporter's agreement to such change.   15.4 Exhibit \"A\" attached hereto is incorporated herein by reference and made a part hereof for all purposes.   IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first hereinabove written.\n\nTENNESSEE GAS PIPELINE COMPANY\n\nBy:\n\n/s/\n\n\n\nAgent and Attorney-in-Fact\n\nSHIPPER: LOUISVILLE GAS AND ELECTRIC COMPANY\n\nBy:\n\n/s/ Chris Hermann\n\n\n\nTitle: Senior Vice President - Distribution Operations\n\nDate: July 29, 2002         5\n\n\n\n\n\nEXHIBIT \"A\" TO GAS TRANSPORTATION AGREEMENT DATED NOVEMBER 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY     EFFECTIVE DATE OF AMENDMENT: RATE SCHEDULE: FT-A SERVICE PACKAGE: SERVICE PACKAGE TQ: 51,000 Dth   METER\n\nMETER NAME\n\nINTERCONNECT PARTY NAME\n\nCOUNTY\n\nST\n\nZONE\n\nR/D\n\nLEG\n\nTOTAL-TQ\n\nBILLABLE-TQ 020844\n\nCalgary\n\nLouisville Gas and Electric Co.\n\nMarion\n\nKy\n\n2\n\nD\n\n100\n\n51,000\n\n51,000 011306\n\nAgua Dulce\n\nChannel Industries\n\nNueces\n\nTx\n\n0\n\nR\n\n100\n\n40,000\n\n40,000 010723\n\nKiln Miss Exchange\n\nGulfstream\n\nHancock\n\nMs\n\n1\n\nR\n\n500\n\n7,000\n\n7,000 012241\n\nShip Shoal 108\n\nChevron USA\n\nOL\n\nLa\n\n1\n\nR\n\n500\n\n4,000\n\n4,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTotal\n\n51,000\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nTQ\n\n\n\n\n\n\n\n    NUMBER OF RECEIPT POINTS:\n\n3 NUMBER OF DELIVERY POINTS:\n\n1   Note: Exhibit \"A\" is a reflection of the contract and all amendments as of the amendment effective date.     GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule)   EXHIBIT \"B\"   TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY   BUYOUT/EARLY TERMINATION PROVISIONS*   SERVICE PACKAGE:   BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012       AMOUNT OF TQ REDUCED 51,000 Dth  FOR PERIOD(S)     AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)     ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. 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.\n\n*NOTICE MUST BE GIVEN AS PROVIDED FOR IN THE NET PRESENT VALUE STANDARD OF THE GENERAL TERMS AND CONDITIONS.       6\n\n\n\n\n\n\n\n\n\n  GAS TRANSPORTATION AGREEMENT (For Use under FT-A Rate Schedule)   EXHIBIT \"B\"   TO GAS TRANSPORTATION AGREEMENT DATED November 1, 2002 BETWEEN TENNESSEE GAS PIPELINE COMPANY AND LOUISVILLE GAS AND ELECTRIC COMPANY   BUYOUT/EARLY TERMINATION PROVISIONS*   SERVICE PACKAGE:   BUYOUT PERIOD(S) November 1, 2007 through October 31, 2012       AMOUNT OF TQ REDUCED 51,000 Dth  FOR PERIOD(S)     AMOUNT OF $0.00 BUYOUT PAYMENT FOR PERIOD(S)     ANY LIMITATIONS ON THE EXERCISE OF THE BUYOUT/TERMINATION OPTION AS BID BY THE SHIPPER: Shipper must notify Transporter on or before October 31, 2006 of its intent to terminate the attached service agreement. Such termination shall become effective as of November 1, 2007. 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.   *NOTICE MUST BE GIVEN AS PROVIDED FOR IN THE NET PRESENT VALUE STANDARD OF THE GENERAL TERMS AND CONDITIONS.     7"}]}, {"title": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "AGENCY AGREEMENT", "answer_start": 485}], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "SAIF", "answer_start": 960}, {"text": "Capital Resources, Inc.", "answer_start": 583}, {"text": "Federal  Deposit Insurance  Corporation", "answer_start": 991}, {"text": "Savings Association   Insurance  Fund", "answer_start": 919}, {"text": "Capital Resources", "answer_start": 583}, {"text": "Company", "answer_start": 732}, {"text": "FDIC", "answer_start": 1034}, {"text": "AFSALA  Bancorp,  Inc.", "answer_start": 702}, {"text": "Amsterdam  Federal Savings and Loan  Association", "answer_start": 746}, {"text": "Association", "answer_start": 783}], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "____________, 1996", "answer_start": 563}], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "This Agreement shall be construed  in accordance with the laws of the District of Columbia.", "answer_start": 119866}], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "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:", "answer_start": 114904}, {"text": "If Capital Resources elects to terminate this Agreement as provided in this section,  the Company and the Association  shall be notified as provided in Section 13 hereof,  promptly by Capital  Resources  by  telephone or telegram, confirmed by letter.", "answer_start": 116375}, {"text": "If any of the conditions  specified in Section 8 shall not have been  fulfilled when and as required by this  Agreement,  or by the Closing Date,  or waived in writing  by Capital  Resources,  this  Agreement  and all of Capital Resources  obligations hereunder may be canceled by Capital Resources by notifying the Association of such  cancellation in writing or by telegram at any time at or prior to the  Closing  Date,  and,  any  such  cancellation  shall be without  Liability of any party to any other party except as otherwise  provided in Sections 2, 7, 9 and 10 hereof.", "answer_start": 115772}, {"text": "In the event the  Company  fails to sell all of the Shares within the period  specified,  and in accordance with the provisions of the Plan or as required by the Conversion  Regulations and applicable law, this Agreement shall terminate upon refund by the Association to each person who has subscribed for or ordered any of the Shares the full amount which it may have received from such person, together with interest as provided in the Offering Prospectus,  and no party to this  Agreement  shall have any  obligation to the other  hereunder, except  for  payment  by the  Association  and/or  the  Company  as set forth in Sections 2, 7, 9 and 10 hereof.", "answer_start": 115091}], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [{"text": "Capital Resources shall receive the following compensation for its services hereunder:\n\n                  (a) (i) a  marketing  fee in the  amount  of (x)  two  percent (2.0%) of the aggregate dollar amount of all Shares sold in the Subscription and Public Offerings,  excluding sales made through broker assisted  purchases or by other NASD member firms  participating  in the Subscription and Public Offerings pursuant  to  the  Selected  Dealers'  Agreement,  if  any  (for  which  Capital Resources'  compensation shall be pursuant to sub-paragraph  (ii)) and excluding shares sold to the  Association's  Employee  Stock  Ownership  Plan,  directors, officers or employees and any member of such person's  immediate family (defined to include children, spouse, parents, grandparents and grandchildren);\n\n                           (ii)    a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted  purchases or through selected dealers, if any.", "answer_start": 10129}], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 7746}], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 112013}], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 8322}], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": false}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "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;  and the description of the liquidation  account as set forth in the Registration  Statement  and the  Offering  Prospectus  under the  caption  \"The Conversion - Effects of Conversion to Stock Form on Depositors  and Borrowers of the  Bank -  Liquidation  Account\"  has been  reviewed  by such  counsel  and is accurate in all material respects.", "answer_start": 64041}], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "AFSALABANCORPINC_08_01_1996-EX-1.1-AGENCY AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 1.1\n\n                                1,265,000 Shares                    (subject to increase up to 1,454,750 shares                       in the event of an oversubscription)\n\n                              AFSALA BANCORP, INC.                             (a Delaware corporation)\n\n                                  COMMON STOCK                            ($0.10 Par Value Per Share)\n\n                      Subscription Price: $10.00 Per Share\n\n                                AGENCY AGREEMENT\n\n                                                            ____________, 1996\n\nCapital Resources, Inc. 1701 K Street, N.W. Suite 700 Washington, D.C. 20006\n\nLadies and Gentlemen:\n\n                  AFSALA  Bancorp,  Inc. (the  \"Company\") and Amsterdam  Federal Savings and Loan  Association,  a federally  chartered  mutual  savings and loan association  (\"Association\"),  with its deposit  accounts insured by the Savings Association   Insurance  Fund  (\"SAIF\")  administered  by  the  Federal  Deposit Insurance  Corporation  (\"FDIC\"),  hereby  confirm their  agreement with Capital Resources, Inc. (\"Capital Resources\") as follows:\n\n                  SECTION 1. The Offering.  The Association,  in accordance with and pursuant to its plan of conversion  adopted by the Board of Directors of the Association  (the \"Plan\"),  intends to be converted  from a  federally-chartered mutual savings and loan association to a federally-chartered  stock savings bank and will  sell all of its  issued  and  outstanding  stock to the  Company.  The Company  will  offer  and  sell its  common  stock  (the  \"Common  Stock\")  in a subscription  offering  (\"Subscription  Offering\") to (1) tax qualified employee benefit plans of the Association,  (2) depositors of the Association as of March 31, 1995 (\"Eligible Account  Holders\"),  (3) depositors of the Association as of June 30, 1996  (\"Supplemental  Eligible  Account  Holders\"),  (4) certain  other deposit  account  holders  and  borrower  members  of  the  Association  (\"Other Members\") and (5) to its employees,  officers and directors,  pursuant to rights to  subscribe  for shares of Common Stock (the  \"Shares\").  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\"). Shares may also be sold in the Public Offering by a selling group of  broker-dealers  organized and managed by Capital  Resources.  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.\n\n                  The  Company  and the  Association  desire to  retain  Capital Resources to assist the Company with its sale of the Shares in the  Subscription and Public  Offerings.  By and  through  this  Agreement,  the  Company  and the Association confirm the retention of Capital Resources to assist the Company and the Association during the Subscription and Public Offerings.\n\n                  The  Company  has  filed  with  the  Securities  and  Exchange Commission  (the  \"Commission\")  a registration  statement on Form S-l (File No. 333-6399)  containing an offering  prospectus  relating to the  Subscription and Public  Offerings for the registration of the Shares under the Securities Act of 1933, as amended (the \"1933 Act\"),  and has filed such  amendments  thereto,  if any, and such amended  prospectuses as may have been required to the date hereof (the  \"Registration  Statement\").  The prospectus,  as amended,  included in the Registration   Statement  at  the  time  it  initially  becomes  effective,   is hereinafter called the \"Offering  Prospectus\",  except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the \"1933 Act Regulations\") differing from the offering  prospectus  included in the Registration  Statement at the time it initially becomes effective,  the term \"Offering  Prospectus\" shall refer to the offering prospectus filed pursuant to Rule 424(b) or (c) from and after the time said offering prospectus is filed with or mailed to the Commission for filing.\n\n                  In accordance  with Title 12, Part 563b of the Code of Federal Regulations (the \"Conversion  Regulations\"),  the Association has filed with the Office  of Thrift  Supervision  (the  \"OTS\")  an  Application  for  Approval  of Conversion  on Form AC (the  \"Conversion  Application\")  including  the Offering\n\n\n\n\n\nProspectus  and has filed  such  amendments  thereto,  if any,  as may have been required by the OTS. The  Conversion  Application  has been approved by the OTS. The Company has filed with the OTS its application on Form H-(e)lS (the \"Holding Company  Application\")  to acquire the  Association  under the Home Owners' Loan Act, as amended (12 U.S.C. ss. 1467a) (\"HOLA\").\n\n                  SECTION 2. Retention of Capital Resources;  Compensation; Sale and  Delivery  of the  Shares.  Subject to the terms and  conditions  herein set forth, the Company and the Association hereby appoint Capital Resources as their agent to advise and assist the Company and the  Association  with the  Company's sale of the Shares in the Subscription and Public Offerings.\n\n                  On  the  basis  of  the   representations,   warranties,   and agreements herein contained,  but subject to the terms and conditions herein set forth, Capital Resources accepts such appointment and agrees to consult with and advise the Company and the Association as to matters  relating to the Conversion and the Subscription and Public Offerings. It is acknowledged by the Company and the  Association  that Capital  Resources  shall not be required to purchase any Shares and shall not be obligated to take any action which is inconsistent  with any  applicable  laws,  regulations,  decisions  or orders.  If requested by the Company or the  Association,  Capital  Resources  also may assemble and manage a selling group of broker dealers which are members of the National Association of Securities  Dealers,  Inc. (the \"NASD\") to  participate in the  solicitation  of purchase  orders  for  Shares  under a selected  dealers'  agreement  (\"Selected Dealers'  Agreement\").  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\").  All fees due to Capital Resources  but unpaid will be payable to Capital  Resources in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the  Subscription  and Public  Offerings are extended beyond the End Date, the Company, the\n\n                                       -2-\n\nAssociation  and Capital  Resources may mutually  agree to renew this  Agreement under mutually acceptable terms.\n\n                  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.\n\n                  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.\n\n                  If  all  conditions  precedent  to  the  consummation  of  the Conversion,  including,  without limitation,  the sale of all Shares required by the Plan to be sold, are  satisfied,  the Company agrees to issue or have issued the Shares  sold in the  Subscription  and Public  Offerings  and to release for delivery  certificates  for such  Shares  on the  Closing  Date (as  hereinafter defined)  against  payment to the Company by any means  authorized  by the Plan, provided,  however, that no certificates shall be released for such shares until the  conditions  specified in Section 7 hereof shall have been  complied with to the reasonable satisfaction of Capital Resources and its counsel. The release of Shares against payment  therefor shall be made on a date and at a time and place acceptable to the Company, the Association and Capital Resources.  The date upon which the Company shall  release or deliver the Shares sold in the  Subscription and Public Offerings,  in accordance with the terms hereof, is herein called the \"Closing Date.\"\n\n                  Capital Resources shall receive the following compensation for its services hereunder:\n\n                  (a) (i) a  marketing  fee in the  amount  of (x)  two  percent (2.0%) of the aggregate dollar amount of all Shares sold in the Subscription and Public Offerings,  excluding sales made through broker assisted  purchases or by other NASD member firms  participating  in the Subscription and Public Offerings pursuant  to  the  Selected  Dealers'  Agreement,  if  any  (for  which  Capital Resources'  compensation shall be pursuant to sub-paragraph  (ii)) and excluding shares sold to the  Association's  Employee  Stock  Ownership  Plan,  directors, officers or employees and any member of such person's  immediate family (defined to include children, spouse, parents, grandparents and grandchildren);\n\n                           (ii)    a management fee in the amount of one percent and one-half (1.5%) of the aggregate dollar amount of Shares sold through broker assisted  purchases or through selected dealers, if any.\n\n\n\n\n\n                  (b) Capital  Resources  shall be reimbursed for all reasonable out-of-pocket  expenses,  including,  but not  limited to,  legal fees,  travel, communications  and  postage,  incurred by it whether or not the  Conversion  is successfully completed as set forth in Section 7 hereof. Capital Resources shall be  reimbursed  promptly  for all  out-of-pocket  expenses  upon  receipt by the Company or the Association of a monthly  itemized bill summarizing such expenses since the date of the last bill, if any, to the date\n\n                                       -3-\n\nof the current bill.\n\n                  In the event other broker-dealers are assembled and managed by Capital  Resources  under a  selling  syndicate  to  participate  in the  Public Offering  pursuant to the  Selected  Dealers'  Agreement or  participate  in the Public Offering as assisting  brokers,  the Company and the Association  will be directly  responsible for the payment of selected  dealers'  commissions to such participating  firms or assisting  brokers'  commissions up to a maximum of four percent (4%) and four percent (4%), respectively, of the amount of stock sold by such firms.  Capital Resources' fees are limited to those stated in subparagraph (a) above and all other  brokers  will be paid fees based upon the  capacity  in which they are acting in the particular stock sale.\n\n                  All subscription  funds received by Capital  Resources (and if by check  shall be made  payable to the  Company)  or by other  NASD  registered broker-dealers soliciting subscriptions (if any) shall be transmitted (either by U.S.  Mail  or  similar  type  of  transmittal)  to the  Company  by noon of the following business day.\n\n                  SECTION  3.  Offering  Prospectus;   Subscription  and  Public Offerings. The Shares are to be initially offered in the Subscription and Public Offerings at the  Purchase  Price as set forth on the cover page of the Offering Prospectus.\n\n                  SECTION 4.  Representations and Warranties.  The Company and  the Association jointly and severally represent and warrant to Capital Resources as follows:\n\n                  (a) The Registration  Statement was declared  effective by the Commission  on  __________,  1996.  At  the  time  the  Registration  Statement, including the Offering Prospectus  contained therein (including any amendment or supplement thereto),  became effective,  the Registration  Statement complied in all material  respects  with the  requirements  of the 1933 Act and the 1933 Act Regulations and the Registration  Statement,  including the Offering  Prospectus contained therein (including any amendment or supplement thereto),  any Blue Sky Application  or any Sales  Information  (as such  terms are  defined  previously herein or in Section 8 hereof)  authorized by the Company or the Association for use in connection with the  Subscription and Public Offerings did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements  therein,  in light of the circumstances  under which they were made, not  misleading,  and at the time any Rule  424(b)  or (c)  Offering  Prospectus  was  filed  with  or  mailed  to the Commission  for filing and at the  Closing  Date  referred  to in Section 2, the Registration  Statement  including  the Offering  Prospectus  contained  therein (including any amendment or supplement thereto), any Blue Sky Application or any Sales  Information (as such terms are defined  previously herein or in Section 8 hereof)  authorized by the Company or the Association for use in connection with the  Subscription and Public Offerings will not contain an untrue statement of a material  fact or omit to state a material  fact  necessary in order to make the statements  therein,  in the light of the  circumstances  under  which they were made, not misleading; provided, however, that the representations and warranties in this Section  4(a) shall not apply to  statements  in or omissions  from such Registration  Statement  or Offering  Prospectus  made in  reliance  upon and in conformity with written information  furnished to the Company or the Association by Capital  Resources  expressly  regarding  Capital Resources for use under the caption \"The Conversion-Marketing Arrangements.\"\n\n                  (b)      The Conversion Application, including the Offering Prospectus, was approved by the OTS on __________, 1996.  At the time of the approval of the Conversion Application, including\n\n                                       -4-\n\nthe Offering  Prospectus,  by the OTS  (including  any  amendment or  supplement thereto)  and at all times  subsequent  thereto  until  the  Closing  Date,  the Conversion  Application,  including the Offering Prospectus,  will comply in all material  respects  with the  Conversion  Regulations  and any  other  rules and regulations  of the OTS.  The  Conversion  Application,  including  the Offering Prospectus (including any amendment or supplement thereto), does not include any untrue  statement of a material fact or omit to state any material fact required to be stated  therein or necessary to make the statements  therein,  in light of the circumstances under which they were made, not misleading; provided, however, that  representations  or  warranties  in this  Section  4(b) shall not apply to statements or omissions  made in reliance  upon and in  conformity  with written information   furnished  to  the  Association  by  Capital  Resources  expressly regarding Capital Resources for use in the Offering Prospectus  contained in the Conversion   Application   under  the   caption   \"The   Conversion-   Marketing Arrangements.\"\n\n\n\n\n\n                  (c) The  Company  has filed with the OTS the  Holding  Company Application  and will have  received,  as of the Closing  Date,  approval of its acquisition of the Association from the OTS.\n\n                  (d) No order has been issued by the OTS, the  Commission,  the FDIC (and  hereinafter  reference to the FDIC shall include the SAIF), or to the best knowledge of the Company or the  Association  any State  regulatory or Blue Sky authority,  preventing or suspending the use of the Offering  Prospectus and no action by or  before  any such  government  entity  to revoke  any  approval, authorization  or order of  effectiveness  related to the  Conversion is, to the best knowledge of the Association or the Company, pending or threatened.\n\n                  (e) At the  Closing  Date  referred  to in Section 2, the Plan will have been  adopted by the Board of  Directors  of both the  Company and the Association,  the Company and the Association will have completed all conditions precedent to the  Conversion and the offer and sale of the Shares will have been conducted in accordance with the Plan, the Conversion  Regulations and all other applicable  laws,  regulations,  decisions  and  orders,  including  all  terms, conditions, requirements and provisions precedent to the Conversion imposed upon the  Company  or the  Association  by  the  OTS,  the  Commission  or any  other regulatory authority and in the manner described in the Offering Prospectus.  At the  Closing  Date,  no person  will have  sought to obtain  review of the final action of the OTS,  to the  knowledge  of the  Company  or the  Association,  in approving the Plan or in approving the  Conversion or the Company's  application to acquire all of the capital stock and control of the  Association  pursuant to the HOLA or any other statute or regulation.\n\n                  (f)  The  Association  is now a  duly  organized  and  validly existing  federally-chartered  savings  and loan  association  in mutual form of organization  and upon the  Conversion  will become a duly organized and validly existing federally-chartered savings bank in capital stock form of organization, in both instances  duly  authorized to conduct its business and own its property as described in the  Registration  Statement  and the Offering  Prospectus;  the Company and the  Association  have obtained all material  licenses,  permits and other  governmental  authorizations  currently required for the conduct of their respective   businesses;   all   such   licenses,   permits   and   governmental authorizations are in full force and effect, and the Company and the Association are in all material  respects  complying with all laws,  rules,  regulations and orders applicable to the operation of their  businesses;  and the Association is in good standing  under the laws of the United States and is duly qualified as a foreign  corporation  to  transact  business  and is in  good  standing  in each jurisdiction  in which its ownership of property or leasing of properties or the conduct of its business requires such qualification, unless the failure to be so qualified in one or more of such jurisdictions would not have a material adverse effect on the condition,  financial or otherwise, or the business, operations or income of the Association. The Association does not own\n\n                                       -5-\n\nequity securities or any equity interest in any other business enterprise except as described in the Offering  Prospectus.  Upon the completion of the Conversion of the Association pursuant to the Plan to a  federally-chartered  stock savings bank, (i) all of the authorized and outstanding capital stock of the Association will be  owned  by the  Company,  and  (ii)  the  Company  will  have no  direct subsidiaries other than the Association.  The Conversion will have been effected in  all  material   respects  in  accordance   with  all  applicable   statutes, regulations,  decisions  and orders;  and except  with  respect to the filing of certain post-sale,  post-conversion reports and documents in compliance with the 1933 Act Regulations or the OTS's resolutions or letters of approval. All terms, conditions,  requirements and provisions with respect to the Conversion  imposed by the Commission, the OTS and the FDIC, if any, will have been complied with by the Company and the Association in all material respects or appropriate  waivers will have been  obtained and all material  notice and waiting  periods will have been satisfied, waived or elapsed.\n\n                  (g) The  Company  has been duly  incorporated  and is  validly existing  as a  corporation  in good  standing  under  the laws of the  State of Delaware  with  corporate  power and  authority  to own,  lease and  operate its properties  and to  conduct  its  business  as  described  in  the  Registration Statement  and the  Offering  Prospectus,  and the  Company is  qualified  to do business as a foreign  corporation in any  jurisdiction  in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the business of the Company.\n\n                  (h) The  Association is a member of the Federal Home Loan Bank of New York (\"FHLBNY\");  and the deposit accounts of the Association are insured by the FDIC up to the applicable  limits.  Upon  consummation of the Conversion, the  liquidation  account  for the  benefit  of  Eligible  Account  Holders  and Supplemental  Eligible  Account  Holders will be duly  established in accordance with the requirements of the Conversion Regulations.\n\n                  (i) The Company and the  Association  have good and marketable title to all assets  owned by them which are  material  to the  business  of the Company and the  Association and to those assets  described in the  Registration Statement and Offering Prospectus as owned by them, free and clear of all liens, charges,  encumbrances  or  restrictions,  except such as are  described  in the Registration Statement and Offering Prospectus or are not materially significant or important in relation to the business of the Company and the Association; and all of the leases and subleases  material to the business of the Company and the Association  under  which  the  Company  or the  Association  holds  properties, including those described in the Registration Statement and Offering Prospectus,\n\n\n\n\n\nare in full force and effect.\n\n                  (j) The  Association  has  received an opinion of its counsel, Malizia,  Spidi,  Sloane & Fisch,  P.C.,  with respect to the federal income tax consequences of the Conversion of the Association from mutual to stock form, the acquisition of the capital stock of the Association by the Company,  the sale of the Shares,  and the  reorganization  of the  Association  as  described  in the Registration Statement and the Offering Prospectus and an opinion from KPMG Peat Marwick,  LLP (\"KPMG\") with respect to the State income tax  consequences of the proposed transaction;  all material aspects of the opinions of Silver Freedman & Taff, L.L.P. and KPMG are accurately summarized in the Offering Prospectus;  and the facts and  representations  upon which such opinions are based are truthful, accurate and complete, and neither the Association nor the Company will take any action inconsistent therewith.\n\n                  (k)      The Company and the Association have all such power, authority, authorizations, approvals and orders as may be required to enter into this Agreement, to carry out the provisions and conditions hereof and to issue  and sell the Capital Stock of the Association to the Company and Shares to be sold by the Company as provided herein and as described in the Offering Prospectus.  The\n\n                                       -6-\n\nconsummation of the Conversion, the execution,  delivery and performance of this Agreement and the consummation of the transactions herein contemplated have been duly and validly authorized by all necessary corporate action on the part of the Company and the  Association  and this  Agreement has been validly  executed and delivered by the Company and the Association and is the valid, legal and binding agreement of the Company and the Association  enforceable in accordance with its terms  (except as the  enforceability  thereof  may be  limited  by  bankruptcy, insolvency, moratorium,  reorganization or similar laws relating to or affecting the  enforcement  of creditors'  rights  generally or the rights of creditors of savings and loan  holding  companies,  the  accounts of whose  subsidiaries  are insured by the FDIC or by general equity  principles  regardless of whether such enforceability  is considered in a proceeding in equity or at law, and except to the  extent,  if any,  that the  provisions  of  Sections 9 and 10 hereof may be unenforceable as against public policy).\n\n                  (l) The Company and the  Association  are not in  violation of any directive  which has been delivered to the Company or the  Association or of which management of the Company or the Association has actual knowledge from the OTS, the Commission, the FDIC or any other agency to make any material change in the  method of  conducting  their  businesses  so as to  comply in all  material respects  with all  applicable  statutes  and  regulations  (including,  without limitation,  regulations,  decisions,  directives  and  orders  of the OTS,  the Commission and the FDIC) and except as set forth in the  Registration  Statement and the Offering  Prospectus there is no suit or proceeding or, to the knowledge of the Company or the Association,  charge, investigation or action before or by any court,  regulatory  authority or governmental agency or body, pending or, to the  knowledge  of the  Company  or the  Association,  threatened,  which  might materially  and  adversely  affect  the  Conversion,  the  performance  of  this Agreement or the consummation of the  transactions  contemplated in the Plan and as described in the Registration Statement or which might result in any material adverse  change in the condition  (financial or otherwise),  earnings,  capital, properties,  business  affairs  or  business  prospects  of the  Company  or the Association or which would materially affect their properties and assets.\n\n                  (m)  The  financial  statements  which  are  included  in  the Registration  Statement  and which are part of the  Offering  Prospectus  fairly present the financial  condition,  results of operations,  retained earnings and cash  flows of the  Association  at the  respective  dates  thereof  and for the respective  periods  covered  thereby,  and  comply  as to form in all  material respects with the applicable accounting  requirements of Title 12 of the Code of Federal  Regulations  and  generally  accepted  accounting  principles  (\"GAAP\") (including  those  requiring  the  recording of certain  assets at their current market value).  Such financial  statements have been prepared in accordance with generally  accepted  accounting  principles  consistently  applied  through  the periods  involved,  present  fairly in all  material  respects  the  information required to be stated therein and are consistent with the most recent  financial statements and other reports filed by the Association with the OTS and the FDIC, except  that  accounting   principles   employed  in  such  filings  conform  to requirements  of such  authorities  and not  necessarily  to generally  accepted accounting   principles.   The  other  financial,   statistical  and  pro  forma information and related notes included in the Offering Prospectus present fairly the  information  shown  therein  on a basis  consistent  with the  audited  and unaudited  financial  statements,  if any,  of the  Association  included in the Offering Prospectus,  and as to the pro forma adjustments,  the adjustments made therein have been properly applied on the basis described therein.\n\n                  (n)  Since the  respective  dates as of which  information  is given in the Registration  Statement and the Offering Prospectus,  except as may otherwise be stated therein: (i) there has not been any material adverse change, financial or otherwise,  in the condition of the Company or the Association,  or of the Company  and the  Association  considered  as one  enterprise,  or in the earnings, capital,\n\n                                       -7-\n\n\n\n\n\nproperties,  business  affairs  or  business  prospects  of the  Company  or the Association,  whether or not arising in the ordinary  course of  business,  (ii) there has not been (A) an  increase  of greater  than  $500,000 in the long term debt of the Association or (B) an increase of $100,000 or more in loans past due 90 days or more or (C) an increase  of $100,000 or more in real estate  acquired by  foreclosure  or (D) a decrease of $50,000 or more in the  allowance for loan losses or (E) any decrease in total  retained  earnings or (F) a decrease in net income from January 1, 1996 to date when  compared to the like period in 1995 or (G) any change in total  assets of the  Association  in an amount  greater  than $2,000,000 or (H) any other material  change which would require an amendment to the Offering Prospectus;  (iii) the Association has not issued any securities or incurred any  liability or obligation  for borrowing  other than in the ordinary course of business;  (iv) there have not been any material  transactions entered into  by  the  Company  or  the  Association,   except  with  respect  to  those transactions  entered  into in the  ordinary  course  of  business;  and (v) the capitalization,  liabilities, assets, properties and business of the Company and the Association  conform in all material  respects to the  descriptions  thereof contained  in  the  Offering  Prospectus,   and  neither  the  Company  nor  the Association have any material liabilities of any kind,  contingent or otherwise, except as set forth in the Offering Prospectus.\n\n                  (o) As of the date hereof and as of the Closing Date,  neither the  Company  nor  the  Association  is  in  violation  of  its  certificate  of incorporation or charter,  respectively, or its bylaws (and the Association will not be in  violation  of its  charter or bylaws in capital  stock form as of the Closing  Date) or in default in the  performance  or  observance of any material obligation,  agreement, covenant, or condition contained in any contract, lease, loan agreement, indenture or other instrument to which it is a party or by which it, or any of its property may be bound which would result in a material adverse change in the condition (financial or otherwise), earnings, capital, properties, business  affairs or business  prospects of the Company or  Association or which would  materially  affect their  properties or assets.  The  consummation of the transactions  herein  contemplated  will not (i) conflict  with or  constitute a breach of, or default under, the certificate of incorporation  and bylaws of the Company,  the charter and bylaws of the Association (in either mutual or capital stock form), or any material  contract,  lease or other  instrument to which the Company or the  Association  has a beneficial  interest,  or any applicable law, rule, regulation or order; (ii) violate any authorization,  approval,  judgment, decree,  order,  statute,  rule or  regulation  applicable to the Company or the Association;  or (iii) with the exception of the Liquidation Account established in the  Conversion,  result in the  creation  of any  material  lien,  charge or encumbrance upon any property of the Company or the Association.\n\n                  (p) No default  exists,  and no event has occurred  which with notice or lapse of time, or both,  would constitute a default on the part of the Company or the  Association,  in the due performance and observance of any term, covenant or condition of any indenture, mortgage, deed of trust, note, bank loan or credit agreement or any other instrument or agreement to which the Company or the  Association  is a party or by which any of them or any of their property is bound or affected in any respect  which,  in any such cases,  is material to the Company or the Association; such agreements are in full force and effect; and no other party to any such  agreements  has instituted or, to the best knowledge of the Company or the Association,  threatened any action or proceeding wherein the Company  or  the  Association  would  or  might  be  alleged  to be  in  default thereunder.\n\n                  (q)  Upon  consummation  of the  Conversion,  the  authorized, issued and  outstanding  equity  capital of the Company will be within the range set forth in the Registration Statement under the caption  \"Capitalization,\" and no shares of Common Stock have been or will be issued and  outstanding  prior to the  Closing  Date  referred to in Section 2; the Shares will have been duly and validly  authorized  for issuance  and, when issued and delivered by the Company pursuant to the Plan against payment of the\n\n                                       -8-\n\nconsideration  calculated  as  set  forth  in  the  Plan  and  in  the  Offering Prospectus,  will be duly and validly issued and fully paid and  non-assessable; the issuance of the Shares will not violate any preemptive rights; and the terms and  provisions  of the Shares  will  conform in all  material  respects  to the description  thereof  contained in the  Registration  Statement and the Offering Prospectus.  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.\n\n                  (r) No  approval of any  regulatory  or  supervisory  or other public  authority is required in  connection  with the execution and delivery of this  Agreement  or the  issuance of the Shares,  except for the approval of the OTS, the Commission and any necessary  qualification  or registration  under the securities or blue sky laws of the various  states in which the Shares are to be offered and as may be required under the regulations-of the National Association of Securities Dealers,  Inc. (\"NASD\") and the National Association of Securities Dealers Automated Quotation (\"NASDAQ\") National Market.\n\n                  (s) KPMG, which has certified the financial  statements of the Association  included in the  Registration  Statement,  are with  respect to the Company and the Association independent public accountants within the meaning of the Code of Professional  Ethics of the American  Institute of Certified  Public Accountants and Title 12 of the Code of Federal Regulations, Section 571.2(c)(3) and the 1933 Act and the 1933 Act Regulations.\n\n\n\n\n\n                  (t) The  Company  and the  Association  have  (subject  to all properly  obtained  extensions)  timely filed all required federal and state tax returns, have paid all taxes that have become due and payable in respect of such returns,  have made adequate  reserves for similar future tax liabilities and no deficiency has been asserted with respect thereto by any taxing authority.\n\n                  (u)  Appropriate  arrangements  have been made for placing the funds  received  from  subscriptions  for  Shares  in  special  interest-bearing accounts  with the  Association  until all  Shares  are sold and paid for,  with provision for refund to the  purchasers in the event that the  Conversion is not completed  for whatever  reason or for delivery to the Company if all Shares are sold.\n\n                  (v) The Company and the  Association  are in compliance in all material  respects with the  applicable  financial  record keeping and reporting requirements of the Currency and Foreign Transactions  Reporting Act of 1970, as amended, and the regulations and rules thereunder.\n\n                  (w) To the knowledge of the Company and the Association,  none of the Company,  the Association nor employees of the Company or the Association have made any  payment of funds of the Company or the  Association  as a loan to any person for the purchase of the Shares.\n\n                  (x)  Prior  to  the   Conversion,   the  Association  was  not authorized  to issue  shares of capital  stock and  neither  the Company nor the Association has: (i) issued any securities within the last 18 months (except for notes to evidence  other bank loans and reverse  repurchase  agreements or other liabilities);  (ii) had any material  dealings within the twelve months prior to the date  hereof  with any  member  of the NASD,  or any  person  related  to or associated with such member, other than discussions and meetings relating to the proposed  Subscription and Public  Offerings and routine  purchases and sales of U.S.  government and agency  securities and other investment  securities;  (iii) entered  into  a  financial  or  management   consulting   agreement  except  as contemplated  hereunder;  and (iv)  engaged  any  intermediary  between  Capital Resources and the Company and the Association in connection with the offering of Common Stock, and no person is being compensated in any manner for such service.\n\n                                       -9-\n\n                  (y)      The Association has no subsidiaries.\n\n                  Any  certificates  signed by an officer of the  Company or the Association and delivered to Capital Resources or its counsel that refer to this Agreement shall be deemed to be a representation  and warranty by the Company or the Association to Capital  Resources as to the matters covered thereby with the same effect as if such representation and warranty were set forth herein.\n\n                  SECTION 5. Capital  Resources  represents  and warrants to the Company and the Association that:\n\n                  (a) Capital Resources is a corporation and is validly existing in good standing  under the laws of the District of Columbia with full power and authority  to provide  the  services  to be  furnished  to the  Company  and the Association hereunder.\n\n                  (b) The  execution  and  delivery  of this  Agreement  and the consummation of the transactions  contemplated hereby have been duly and validly authorized by all necessary  action on the part of Capital  Resources,  and this Agreement has been duly and validly executed and delivered by Capital  Resources and is the legal, valid and binding agreement of Capital Resources,  enforceable in accordance with its terms.\n\n                  (c) Each of Capital  Resources and its  employees,  agents and representatives  who shall perform any of the services  hereunder  shall be duly authorized  and  empowered,  and shall have all licenses,  approvals and permits necessary,  to perform  such  services  and Capital  Resources  is a  registered selling  agent in the  jurisdictions  listed in Exhibit A hereto and will remain registered  in such  jurisdictions  in which  the  Company  is  relying  on such registration for the sale of the Shares,  until the Conversion is consummated or terminated.\n\n                  (d) The  execution  and delivery of this  Agreement by Capital Resources,  the  consummation  of  the  transactions   contemplated  hereby  and compliance  with the terms and  provisions  hereof will not  conflict  with,  or result  in a breach  of,  any of the  terms,  provisions  or  conditions  of, or constitute  a default (or event which with notice or lapse of time or both would constitute  a  default)  under,  the  certificate  of  incorporation  of Capital Resources or any  agreement,  indenture  or other  instrument  to which  Capital Resources is a party or by which its property is bound,  or law or regulation by which Capital Resources is bound.\n\n                  (e) Funds  received by Capital  Resources  to purchase  Common Stock  will be handled  in  accordance  with Rule  15c2-4  under the  Securities Exchange Act of 1934, as amended.\n\n                  SECTION 6.  Covenants  of the  Company  and  Association.  The Company and the Association  hereby jointly and severally  covenant with Capital Resources as follows:\n\n                  (a) The Company has filed the Registration  Statement with the Commission.  The Company  will not, at any time after the date the  Registration\n\n\n\n\n\nStatement  is  declared  effective,  file any  amendment  or  supplement  to the Registration  Statement  without  providing Capital Resources and its counsel an opportunity  to review such  amendment or file any  amendment or  supplement  to which amendment Capital Resources or its counsel shall reasonably object.\n\n                  (b)      The Association has filed the Conversion Application  with the OTS. The\n\n                                      -10-\n\nAssociation  will not, at any time after the date the Conversion  Application is approved, file any amendment or supplement to the Conversion Application without providing  Capital  Resources  and its  counsel an  opportunity  to review  such amendment or supplement  or file any amendment or supplement to which  amendment or supplement Capital Resources or its counsel shall reasonably object.\n\n                  (c) The  Company  and the  Association  will  use  their  best efforts to cause any post-effective  amendment to the Registration  Statement to be declared effective by the Commission and any post-effective  amendment to the Conversion  Application  to be  approved  by the OTS and will  immediately  upon receipt of any  information  concerning  the events listed below notify  Capital Resources and promptly confirm the notice in writing:  (i) when the Registration Statement,   as  amended,  has  become  effective;   (ii)  when  the  Conversion Application,  as amended,  has been approved by the OTS; (iii) of the receipt of any comments from the Commission,  the OTS or the FDIC or any other governmental entity with respect to the Conversion or the  transactions  contemplated by this Agreement;  (iv) of the  request by the  Commission,  the OTS or the FDIC or any other  governmental  entity for any amendment or supplement to the  Registration Statement or for additional information;  (v) of the issuance by the Commission, the OTS, the FDIC or any other governmental  entity of any order or other action suspending the  Subscription or Public  Offerings or the use of the Registration Statement or the Offering  Prospectus or any other filing of the Company and the Association  under the Conversion  Regulations or other  applicable  law, or the threat of any such action;  (vi) the issuance by the Commission,  the OTS or the FDIC,  or  any  other  state  authority,   of  any  stop  order  suspending  the effectiveness  of the  Registration  Statement or of the initiation or threat of initiation  or  threat  of any  proceedings  for that  purpose;  or (vii) of the occurrence of any event  mentioned in paragraph  (h) below.  The Company and the Association  will make every  reasonable  effort to prevent the  issuance by the Commission,  the OTS or the FDIC, or any other state authority of any such order and,  if any such  order  shall at any time be  issued,  to obtain  the  lifting thereof at the earliest possible time.\n\n                  (d) The  Company  and the  Association  will  provide  Capital Resources and its counsel notice of its intention to file,  and reasonable  time to  review  prior to  filing  any  amendment  or  supplement  to the  Conversion Application  or the  Holding  Company  Application  and  will  not file any such amendment or supplement to which Capital  Resources shall  reasonably  object or which shall be reasonably disapproved by its counsel.\n\n                  (e) The Company and the  Association  will  deliver to Capital Resources  and to its  counsel  two  conformed  copies of each of the  following documents, with all exhibits: the Conversion Application and the Holding Company Application,  as originally  filed and of each amendment or supplement  thereto, and the Registration  Statement, as originally filed and each amendment thereto. Further,  the Company and the Association will deliver such additional copies of the foregoing  documents to counsel for Capital Resources as may be required for any NASD and blue sky filings. In addition, the Company and the Association will also  deliver  to  Capital  Resources  such  number of  copies  of the  Offering Prospectus,  as amended or  supplemented,  as Capital  Resources may  reasonably request.\n\n                  (f) The Company will furnish to Capital  Resources,  from time to time during the period when the Offering  Prospectus (or any later prospectus related to this Offering) is required to be delivered  under the 1933 Act or the Securities  Exchange Act of 1934 (the \"1934 Act\"), such number of copies of such prospectus  (as amended or  supplemented)  as Capital  Resources may  reasonably request  for the  purposes  contemplated  by the 1933 Act or the 1934 Act or the respective  applicable rules and regulations of the Commission  thereunder.  The Company authorizes Capital Resources to use the Offering  Prospectus (as amended or supplemented, if amended or supplemented) for any lawful manner in\n\n                                      -11-\n\nconnection with the sale of the Shares by Capital Resources.\n\n                  (g)  The  Company  and  the  Association  will  comply  in all material  respects  with  any  and  all  terms,  conditions,   requirements  and provisions  with respect to the  Conversion  and the  transactions  contemplated thereby imposed by the Commission, by applicable state law and regulations,  and by the 1933 Act, the 1934 Act and the rules and  regulations  of the  Commission promulgated  under such statutes,  to be complied with prior to or subsequent to the Closing Date and when the Offering  Prospectus  is required to be delivered, the Company and the Association will comply in all material  respects,  at their own expense,  with all requirements imposed upon them by the OTS, the Conversion Regulations,  the FDIC, the Commission,  by applicable state law and regulations and by the  1933  Act,  the  1934  Act  and the  rules  and  regulations  of the Commission promulgated under such statutes,  including, without limitation, Rule\n\n\n\n\n\n10b-6 under the 1934 Act, in each case as from time to time in force,  so far as necessary  to permit  the  continuance  of sales or  dealing in shares of Common Stock  during  such  period in  accordance  with the  provisions  hereof and the Offering Prospectus.\n\n                  (h) If,  at any time  during  the  period  when  the  Offering Prospectus  relating  to the  Shares  is  required  to be  delivered,  any event relating to or affecting the Company or the Association shall occur, as a result of which it is necessary or  appropriate,  in the reasonable  opinion of counsel for the  Company and the  Association  or in the  reasonable  opinion of Capital Resources'  counsel,  to amend  or  supplement  the  Registration  Statement  or Offering  Prospectus  in order to make the  Registration  Statement  or Offering Prospectus not misleading in light of the circumstances  existing at the time it is delivered  to a purchaser,  the Company and the  Association  will,  at their expense,  forthwith prepare, file with the Commission and the OTS and furnish to Capital  Resources a reasonable  number of copies of any amendment or amendments of, or a supplement or supplements  to, the  Registration  Statement or Offering Prospectus (in form and substance  reasonably  satisfactory to Capital Resources and its  counsel  after a  reasonable  time  for  review)  which  will  amend or supplement the Registration  Statement or Offering Prospectus so that as amended or  supplemented  it will not contain an untrue  statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the  circumstances  existing  at the  time the  Offering  Prospectus reasonably is delivered to a purchaser, not misleading.  For the purpose of this Agreement,  the Company and the Association  each will timely furnish to Capital Resources such information with respect to itself as Capital  Resources may from time to time request.\n\n                  (i) The Company and the  Association  will take all  necessary actions, in cooperation with Capital Resources,  and furnish to whomever Capital Resources may direct, such information as may be required to qualify or register the Shares for offering and sale by the Company under the applicable  securities or blue sky laws of such  jurisdictions  in which the shares are required  under the  Conversion  Regulations  to be sold or as Capital  Resources may reasonably designate and as reasonably  agreed to by the  Association;  provided,  however, that the Company  shall not be obligated to file any general  consent to service of process or to qualify to do business in any  jurisdiction  in which it is not so  qualified.  In each  jurisdiction  where any of the  Shares  shall have been qualified or registered as above  provided,  the Company will make and file such statements  and reports in each  fiscal  period as are or may be required by the laws of such jurisdiction.\n\n                  (j) The liquidation account for the benefit of account holders with account  balances of $50 or more as of the applicable  record dates will be duly  established and maintained in accordance with the requirements of the OTS, and such Eligible Account Holders and Supplemental  Eligible Account Holders who continue to maintain  their  savings  accounts in the  Association  will have an inchoate interest\n\n                                      -12-\n\nin their pro rata portion of the liquidation account which shall have a priority superior  to that of the  holders  of shares  of Common  Stock in the event of a complete liquidation of the Association.\n\n                  (k) The  Company and the  Association  will not sell or issue, contract  to sell or  otherwise  dispose  of, for a period of 180 days after the date hereof,  without Capital  Resources' prior written  consent,  any shares of Common Stock other than in connection with any plan or arrangement  described in the Offering Prospectus.\n\n                  (l) The Company shall  register its Common Stock under Section 12(g) of the 1934 Act concurrent  with the stock  offering  pursuant to the Plan and shall request that such  registration  be effective  upon  completion of the Conversion.  The Company shall maintain the  effectiveness of such  registration for not less than three years or such shorter period as permitted by the OTS.\n\n                  (m) 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).\n\n                  (n) During the period of three years from the date hereof, the Company  will  furnish to Capital  Resources:  (i) a copy of each  report of the Company  furnished  to or filed  with the  Commission  under the 1934 Act or any national  securities  exchange or system on which any class of securities of the Company is listed or quoted (including but not limited to, reports on Form 10-K, 10-Q and 8-K and all proxy  statements  and annual reports to  stockholders),  a copy of each report of the Company mailed to its  stockholders or filed with the Commission or the OTS or any other  supervisory  or regulatory  authority or any national  securities  exchange or system on which any class of securities of the Company is listed or quoted,  each press  release  and  material  news items and additional  public  documents and information with respect to the Company or the Association as Capital Resources may reasonably  request,  and (ii) from time to time, such other publicly available  information  concerning the Company and the Association as Capital Resources may reasonably request.\n\n                  (o)      The Company and the Association will use the net\n\n\n\n\n\nproceeds from the sale of the Shares in the manner set forth in the Offering Prospectus under the caption \"Use of Proceeds.\"\n\n                  (p) Other than as permitted by the Conversion Regulations, the 1933 Act, the 1933 Act Regulations and the laws of any state in which the Shares are qualified for sale,  neither the Company nor the Association will distribute any prospectus,  offering circular or other offering material in connection with the offer and sale of the Shares.\n\n                  (q) The Company will make generally  available to its security holders  as soon as  practicable,  but not later than 90 days after the close of the period an earnings  statement (in form complying with the provisions of Rule 158 under the 1933 Act) covering a twelve-month  period beginning not later than the first day of the Company's  fiscal quarter next following the effective date (as defined in said Rule 158) of the Registration Statement.\n\n                  (r) The Company will file with the Commission  such reports on Form SR as may be required pursuant to Rule 463 under the 1933 Act.\n\n                                      -13-\n\n                  (s)  The  Company  will  obtain   approval  for  and  maintain quotation of the shares on the NASDAQ National  Market  effective on or prior to the Closing Date.\n\n                  (t) The Association will maintain appropriate arrangements for depositing all funds received from persons mailing  subscriptions  for or orders to  purchase   Shares  in  the   Subscription   and  Public   Offerings   on  an interest-bearing  basis at the rate described in the Offering  Prospectus  until the Closing Date and satisfaction of all conditions  precedent to the release of the   Association's   obligation  to  refund  payments   received  from  persons subscribing for or ordering Shares in the  Subscription  and Public Offerings in accordance  with the  Plan as  described  in the  Offering  Prospectus  or until refunds  of such  funds  have  been  made to the  persons  entitled  thereto  or withdrawal  authorizations canceled in accordance with the Plan and as described in the Offering  Prospectus.  The Association  will maintain such records of all funds received to permit the funds of each  subscriber to be separately  insured by the FDIC (to the maximum extent  allowable) and to enable the  Association to make the  appropriate  refunds of such funds in the event that such  refunds are required to be made in accordance with the Plan and as described in the Offering Prospectus.\n\n                  (u)      The Company will promptly register as a savings and  loan holding company under the HOLA.\n\n                  (v) The Company and the Association will take such actions and furnish such  information  as are reasonably  requested by Capital  Resources in order for Capital Resources to ensure compliance with the \"Interpretation of the Board of Governors of the NASD on Free Riding and Withholding.\"\n\n                  (w) The Company will conduct its  businesses  in compliance in all  material  respects  with all  applicable  federal  and state  laws,  rules, regulations,   decisions,   directives  and  orders,  including  all  decisions, directives and orders of the Commission, the OTS and the FDIC.\n\n                  (x) The  Association  will not  amend  the Plan of  Conversion without  Capital  Resources'  prior  written  consent in any manner that, in the reasonable opinion of Capital  Resources,  would materially and adversely affect the sale of the Shares or the terms of this Agreement.\n\n                  (y) The Company shall advise Capital Resources,  if necessary, as to the allocation of the Shares in the event of an oversubscription and shall provide  Capital  Resources  with any  information  necessary to assist  Capital Resources in allocating the Shares in such event and such  information  shall be accurate and reliable.\n\n                  SECTION 7. Payment of Expenses.  Whether or not this Agreement becomes effective,  the Conversion is completed or the sale of the Shares by the Company is consummated,  the Company and Association jointly and severally agree to pay directly for or to reimburse  Capital  Resources  for (to the extent that such expenses have been reasonably incurred by Capital Resources) (a) all filing fees and expenses  incurred in connection with the qualification or registration of the Shares for offer and sale by the Company under the securities or blue sky laws of any  jurisdictions  Capital  Resources  and the  Company  may agree upon pursuant to subsection  (i) of Section 6 above,  including  counsel fees paid or incurred by the Company, the Association or Capital Resources in connection with such   qualification   or  registration  or  exemption  from   qualification  or registration;  (b) all filing fees in connection with all filings with the NASD; (c) any stock issue or transfer  taxes which may be payable  with respect to the sale of the Shares to purchasers in the Conversion; (d) reasonable and necessary expenses of the Conversion,\n\n                                      -14-\n\nincluding but not limited to,  attorneys'  fees,  transfer agent,  registrar and other agent charges,  fees relating to auditing and accounting or other advisors and costs of printing all documents necessary in connection with the Conversion;\n\n\n\n\n\nand (e) out-of-pocket  expenses incurred by Capital Resources in connection with the  Conversion  or any  of the  transactions  contemplated  hereby,  including, without limitation,  the fees of its attorneys, and reasonable communication and travel expenses.\n\n                  SECTION  8.  Conditions  to  Capital  Resources'  Obligations. Capital Resources'  obligations  hereunder,  as to the Shares to be delivered at the Closing Date,  are subject to the  condition  that all  representations  and warranties and other  statements of the Company and the Association  herein are, at and as of the  commencement of the  Subscription  and Public Offerings and at and as of the Closing  Date,  true and  correct in all  material  respects,  the condition  that the  Company and the  Association  shall have  performed  in all material  respects  all of their  obligations  hereunder  to be  performed on or before such dates, and to the following further conditions:\n\n                  (a) At the Closing Date, the Company and the Association  will have  completed  the  conditions  precedent  to,  and shall have  conducted  the Conversion in all material respects in accordance with, the Plan, the Conversion Regulations and all other  applicable laws,  regulations,  decisions and orders, including all terms,  conditions,  requirements and provisions  precedent to the Conversion imposed upon them by the OTS.\n\n                  (b)  The  Registration  Statement  shall  have  been  declared effective by the Commission and the Conversion  Application  approved by the OTS not later than 5:30 p.m.  (eastern time) on the date of this Agreement,  or with Capital  Resources' consent at a later time and date; and at the Closing Date no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings  therefore initiated or threatened by  the  Commission  or any  state  authority,  and no  order  or  other  action suspending the  authorization of the Offering  Prospectus or the consummation of the Conversion shall have been issued or proceedings  therefore initiated or, to the Company's or Association's knowledge, threatened by the Commission, the OTS, the FDIC or any state authority.\n\n                  (c)      At the Closing Date, Capital Resources shall have received:\n\n                  (1)  The  favorable  opinion,  dated  as of the  Closing  Date addressed to Capital Resources and for its benefit, of Malizia,  Spidi, Sloane & Fisch, P.C., counsel for the Company and the Association dated the Closing Date, addressed to Capital Resources and in form and substance to the effect that:\n\n                  (i) The  Company  has been duly  incorporated  and is  validly existing  as a  corporation  in good  standing  under  the laws of the  State of Delaware.\n\n                  (ii) The Company has  corporate  power and  authority  to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Offering Prospectus; and the Company is qualified to do  business  as a  foreign  corporation  in New  York,  to the  best of such counsel's  knowledge based on the  conferences and document review  specified in item (xiii) below, the only state in which it is doing business.\n\n                  (iii) The  Association  was a duly  organized and is a validly existing  federally-chartered  savings  and loan  association  in mutual form of organization  and upon the  Conversion  will become a duly organized and validly existing federally-chartered savings bank in capital stock form of organization, in\n\n                                      -15-\n\nboth instances  duly  authorized to conduct its business and own its property as described in the Registration Statement; and the Association is in good standing under  the  laws  of the  United  States  and is  duly  qualified  as a  foreign corporation to transact business and is in good standing in each jurisdiction in which its  ownership of property or leasing of  properties or the conduct of its business  requires such  qualification  unless the failure to be so qualified in one or more such  jurisdictions  would not have a material adverse effect on the condition,  financial or  otherwise,  or the  business,  operations or income or business  prospects of the  Association.  The  activities of the  Association as described  in the  Offering  Prospectus,  insofar  as they are  material  to the operations  and  financial  condition of the  Association,  are permitted by the rules,  regulations and resolutions and practices of the OTS or the FDIC and any other federal or state authorities.\n\n                  (iv)  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;  and the description of the liquidation  account as set forth in the Registration  Statement  and the  Offering  Prospectus  under the  caption  \"The Conversion - Effects of Conversion to Stock Form on Depositors  and Borrowers of the  Bank -  Liquidation  Account\"  has been  reviewed  by such  counsel  and is accurate in all material respects.\n\n                  (v)  Upon  consummation  of the  Conversion,  the  authorized, issued and outstanding  capital stock of the Company will be as set forth in the Registration   Statement   and  the  Offering   Prospectus   under  the  caption \"Capitalization,\"  and no shares of Common  Stock have been issued  prior to the Closing Date; at the time of the Conversion,  the Shares subscribed for pursuant to the Offerings will have been duly and validly  authorized  for issuance,  and when issued and delivered by the Company pursuant to the Plan against payment of\n\n\n\n\n\nthe consideration  calculated as set forth in the Plan, will be duly and validly issued and fully paid and non-assessable;  and the issuance of the Shares is not subject to preemptive rights.\n\n                  (vi)  The  issuance  and  sale  of  the  common  stock  of the Association  to the  Company  have  been  duly  and  validly  authorized  by all necessary  corporate  action on the part of the Company and the Association and, upon payment  therefor in accordance  with the terms of the Plan of  Conversion, will be duly and validly issued, fully paid and non-assessable and will be owned of  record  by the  Company,  free and  clear  of any  mortgage,  pledge,  lien, encumbrance or claim (legal or equitable).\n\n                  (vii) The  execution  and delivery of this  Agreement  and the consummation of the transactions  contemplated hereby have been duly and validly authorized  by  all  necessary  action  on  the  part  of the  Company  and  the Association; and this Agreement is a valid and binding obligation of the Company and the  Association,  enforceable  in accordance  with its terms (except as the enforceability  thereof may be limited by  bankruptcy,  insolvency,  moratorium, reorganization  or similar laws  relating to or  affecting  the  enforcement  of creditors'  rights generally or the rights of creditors of savings  associations or savings and loan holding  companies,  the accounts of whose  subsidiaries are insured by the FDIC or by general equity principles,  regardless of whether such enforceability  is considered in a proceeding in equity or at law, and except to the  extent,  if any,  that the  provisions  of  Sections 9 and 10 hereof may be unenforceable as against public policy).\n\n                  (viii) The Plan has been duly adopted by the required  vote of the Directors of the Company and the Association and members of the Association.\n\n                                      -16-\n\n                  (ix)  Subject to the  satisfaction  of the  conditions  to the OTS's approval of the  Conversion  and the Company's  application to acquire the Association, no further approval, registration,  authorization, consent or other order of any regulatory  agency,  public board or body is required in connection with the  execution and delivery of this  Agreement,  the issuance of the Shares and the  consummation  of the  Conversion,  except as may be required  under the regulations of the NASD and the NASDAQ National Market.  The Conversion has been consummated  in  all  material   respects  in  accordance  with  all  applicable provisions of the HOLA,  the Conversion  Regulations,  Federal and State law and all applicable rules and regulations promulgated thereunder.\n\n                  (x)  The   Conversion   Application   including  the  Offering Prospectus  as filed with the OTS was complete in all material  respects and has been  approved by the OTS.  The OTS has issued its order of  approval  under the savings and loan holding company provisions of the HOLA, and the purchase by the Company of all of the issued and  outstanding  capital stock of the  Association has been  authorized  by the OTS and no action has been taken,  or to  counsel's knowledge  is  pending  or  threatened,  to  revoke  any such  authorization  or approval.\n\n                  (xi) The  Registration  Statement is effective  under the 1933 Act and no stop order  suspending  the  effectiveness  has been issued under the 1933  Act  or  proceedings   therefor  initiated  or,  to  counsel's  knowledge, threatened by the Commission.\n\n                  (xii) At the time the  Conversion  Application,  including the Offering Prospectus contained therein, was approved,  the Conversion Application including the Offering Prospectus contained therein (as amended or supplemented, if so amended or supplemented) complied as to form in all material respects with the  requirements  of all  applicable  federal laws and the rules,  regulations, decisions  and orders of the OTS (except as to the financial  statements,  other financial data and stock valuation information included therein as to which such counsel need express no opinion); to the best of such counsel's knowledge, based on  conferences  with  management  of and the  independent  accountants  for the Company and the Association,  and on such investigation of the corporate records of the Company and the Association as such counsel  conducted in connection with the preparation of the  Registration  Statement and the Conversion  Application, all material  documents  and exhibits  required to be filed with the  Conversion Application (as amended or  supplemented,  if so amended or  supplemented)  have been so filed.  The  description in the Conversion  Application and the Offering Prospectus  contained  therein of such documents and exhibits is accurate in all material respects and fairly presents the information required to be shown.\n\n                  (xiii)  At the time  that the  Registration  Statement  became effective,  (i) the  Registration  Statement (as amended or  supplemented  if so amended  or  supplemented)  (other  than  the  financial  statements  and  other financial and statistical data and stock valuation information included therein, as to which no opinion  need be  rendered),  complied as to form in all material respects with the  requirements of the 1933 Act and the 1933 Act Regulations and (ii) the Offering  Prospectus  (other than the  financial  statements  and other financial and  statistical  data and the stock  valuation  information  included therein,  as to which no opinion  need be  rendered)  complied as to form in all material  respects  with  the  requirements  of  the  1933  Act,  the  1933  Act Regulations,  Conversion Regulations and Federal and State law (other than state blue sky law as to which we express no opinion).  To the best of such  counsel's knowledge based on the conferences and document review  specified in item (xiii) above,  all  material  documents  and  exhibits  required  to be filed  with the Registration   Statement  (as  amended  or   supplemented,   if  so  amended  or supplemented) have been so filed. The description in the Registration  Statement and the Offering  Prospectus  of such  documents and exhibits is accurate in all\n\n\n\n\n\nmaterial respects and fairly\n\n                                      -17-\n\npresents the  information  required to be shown.  To the best of such  counsel's knowledge,  no person has sought to obtain  regulatory or judicial review of the final action of the OTS approving the Conversion Application or in approving the Holding Company Application.\n\n                  (xiv) During the course of such  counsel's  representation  of the Company and the  Association,  nothing has come to such counsel's  attention that  caused it to believe  that (i) the Company  and the  Association  have not conducted the  Conversion,  in all material  respects,  in  accordance  with all applicable  requirements  of the Plan and applicable law, and (ii) the Plan, the Conversion  Application,  the Registration Statement and the Offering Prospectus (other than the financial  statements and other financial and  statistical  data and the stock valuation information included therein as to which no opinion need be rendered) do not comply in all material  respects with all  applicable  laws, rules,  regulations,  decisions  and orders  including,  but not limited to, the Conversion Regulations,  the HOLA, the 1933 Act and 1933 Act Regulations and all other  applicable  laws,  regulations,   decisions  and  orders,  including  all applicable  terms,  conditions,  requirements  and  provisions  precedent to the Conversion imposed upon it by the OTS, the Commission and the FDIC, if any.\n\n                  (xv) The  terms  and  provisions  of the  Common  Stock of the Company  conform  to the  description  thereof  contained  in  the  Registration Statement  and the Offering  Prospectus,  and the form of  certificates  used to evidence the Shares are in due and proper form.\n\n                  (xvi) To the best  knowledge  of such  counsel,  there  are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Registration Statement and the Offering Prospectus,  other than those disclosed therein,  and all pending legal and governmental  proceedings to which  the  Company  or the  Association  is a party  or of  which  any of their property is the subject  which are not described in the  Registration  Statement and the Offering Prospectus, including ordinary routine litigation incidental to the business, are, considered in the aggregate, not material;  provided that for this purpose, any litigation or governmental  proceeding is not considered to be \"threatened\"  unless  the  potential  litigant  or  governmental  authority  has manifested  to the  management  of the  Company or the  Association,  or to such counsel, a present intention to initiate such litigation or proceeding.\n\n                  (xvii) To the best knowledge of such counsel,  the Company and the  Association  have  obtained all  licenses,  permits and other  governmental authorizations  required for the conduct of their respective businesses,  except where the failure to have such  licenses,  permits or  authorizations  would not have a material adverse effect on the business, operations or income or business prospects of the Company and the Association, and all such licenses, permits and other governmental  authorizations are in full force and effect, and the Company and the Association are in all material respects complying therewith.\n\n                  (xviii)   Neither  the  Company  nor  the  Association  is  in contravention of its certificate of incorporation or its charter,  respectively, or its bylaws (and the Association  will not be in  contravention of its charter or bylaws in stock form upon  consummation  of the  Conversion)  or, to the best knowledge  of such  counsel,  in  contravention  of any  obligation,  agreement, covenant or condition contained in any material contract,  indenture,  mortgage, loan  agreement,  note,  lease or other  instrument to which it is a party or by which it or its property may be bound which  contravention  would be material to the business of the Company and the  Association  considered as one  enterprise; the execution and delivery of this Agreement by the Company and the Association, the incurring of the  obligations  herein set forth and the  consummation of the transactions contemplated herein have been duly authorized by all necessary\n\n                                      -18-\n\ncorporate action of the Company and the Association,  and, to the best knowledge of such counsel,  will not constitute a material breach of, or default under, or result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Company or the Association which are material to their  business  considered  as one  enterprise,  pursuant  to any  contract, indenture,  mortgage,  loan agreement,  note, lease or other instrument to which the Company or the  Association is a party or by which any of them may be bound, or to which any of the property or assets of the Company or the  Association  is subject.  In addition,  such action will not result in any  contravention of the provisions of the certificate of  incorporation  or bylaws of the Company or the Association  or any  applicable  law,  act,  regulation or order or court order, writ,  injunction or decree.  The charter of the  Association  in stock form has been approved by the OTS.\n\n                  (xix) To the best  knowledge of such counsel,  the Company and the  Association  have good and  marketable  title to all  properties and assets described in the Registration  Statement as owned by them, free and clear of all liens,  charges,  encumbrances or restrictions,  except such as are described in the  Registration  Statement  or are not material in relation to the business of the Company and the Association considered as one enterprise; and to the best of such  counsel's  knowledge,  all of the leases  and  subleases  material  to the business  of the  Company  and the  Association  under which the Company and the\n\n\n\n\n\nAssociation hold properties,  as described in the Registration Statement, are in full force and effect.\n\n                  (xx) The Company and the  Association  are not in violation of any directive from the OTS or the FDIC to make any material change in the method of conducting  their business and the Company and the Association have conducted and are conducting their business so as to comply in all material  respects with all  applicable  statutes  and  regulations   (including,   without  limitation, regulations, decisions, directives and orders of the OTS and the FDIC).\n\n                  (xxi)  The  information  in  the  Registration  Statement  and Offering Prospectus under the captions  \"Regulation,\"  \"Certain  Restrictions on Acquisitions of the Company,\" \"The  Conversion,\"  \"Description of Capital Stock\" and the  information  in response to Items 7(d)(l),  7(f),  7(g) and 7(i) of the Form PS of the Conversion Regulations, to the extent that it constitutes matters of  law,  summaries  of  legal  matters,  documents  or  proceedings,  or  legal conclusions,  has been  reviewed by such  counsel and is correct in all material respects  (except  as to the  financial  statements  and  other  financial  data included therein as to which such counsel need express no opinion).\n\n                  In  rendering  such  opinion,  such counsel may rely (A) as to matters  involving the  application of laws of any  jurisdiction  other than the United  States,  to the extent such counsel  deems proper and  specified in such opinion satisfactory to Capital Resources,  upon the opinion of other counsel of good  standing  (providing  that such counsel  states that Capital  Resources is justified in relying upon such  specified  opinion or  opinions),  and (B) as to matters of fact,  to the extent such counsel deems proper,  on  certificates  of responsible  officers of the Company and the  Association  and public  officials (but not on  conclusions  of law which  may be set forth in said  certificates); provided copies of any such opinion(s) or  certificates  are delivered  pursuant hereto  or to  Capital  Resources  together  with  the  opinion  to be  rendered hereunder by special  counsel to the Company and the  Association.  Such counsel may assume that any agreement is the valid and binding obligation of any parties to such agreement other than the Company or the Association.\n\n                  (2) The  letter  of  Malizia,  Spidi,  Sloane &  Fisch,  P.C., counsel for the  Company and the  Association  addressed  to Capital  Resources, dated the Closing Date, in form and substance to the effect that:\n\n                                      -19-\n\n                  During the  preparation  of the  Conversion  Application,  the Registration Statement and the Offering Prospectus, such counsel participated in conferences with management of, and the independent  public  accountants for the Company  and the  Association.  Based  upon  such  conferences  and a review  of corporate  records of the Company and the Association as such counsel  conducted in connection with the preparation of the Registration  Statement and Conversion Application, nothing has come to their attention that would lead them to believe that the  Conversion  Application,  the  Registration  Statement,  the  Offering Prospectus,  or any  amendment or supplement  thereto  (other than the financial statements  and  other  financial  and  statistical  data  and  stock  valuation information  included  therein,  as to which such counsel need express no view), contained an untrue  statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements  therein, in light of the circumstances under which they were made, not misleading.\n\n                  (3) The  favorable  opinion,  dated as of the Closing Date, of Serchuk &  Zelermyer,  LLP,  Capital  Resources'  counsel,  with respect to such matters as Capital Resources may reasonably require.  Such opinion may rely upon the opinions of counsel to the Company and the Association, and as to matters of fact,  upon  certificates  of  officers  and  directors  of the  Company and the Association  delivered  pursuant  hereto  or as such  counsel  shall  reasonably request.\n\n                  (d) At the Closing Date,  counsel to Capital  Resources  shall have been  furnished  with such  documents  and opinions as they may  reasonably require  for the  purpose  of  enabling  them to render  the  opinion  as herein contemplated  and related  proceedings or in order to evidence the occurrence or completeness of any of the representations or warranties,  or the fulfillment of any of the conditions, herein contained.\n\n                  (e) At the Closing  Date,  Capital  Resources  shall receive a certificate of the Chief Executive  Officer and the Chief  Financial  Officer of the Company and of the Chief Executive  Officer and Chief  Financial  Officer of the  Association,  dated as of such Closing Date,  to the effect that:  (i) they have carefully  examined the Offering  Prospectus and, in their opinion,  at the time the  Offering  Prospectus  became  authorized  for final use,  the Offering Prospectus  did not contain an untrue  statement  of a material  fact or omit to state a material  fact  necessary in order to make the  statements  therein,  in light of the  circumstances  under which they were made,  not  misleading;  (ii) since the date the Offering Prospectus became authorized for final use, in their opinion no event has  occurred  which should have been set forth in an amendment or  supplement  to the  Offering  Prospectus  which  has not been so set  forth, including specifically,  but without limitation,  any material adverse change in the condition,  financial or otherwise, or in the earnings, capital, properties, business  prospects or business affairs of the Company or the  Association,  and the conditions set forth in this Section 8 have been satisfied;  (iii) since the respective dates as of which information is given in the Registration  Statement and the Offering  Prospectus,  there has been no material  adverse change in the condition,  financial or  otherwise,  or in the earnings,  capital,  properties, business  affairs or  business  prospects  of the  Company  or the  Association,\n\n\n\n\n\nindependently,  or  of  the  Company  and  the  Association  considered  as  one enterprise,  whether or not arising in the ordinary course of business;  (iv) to the best  knowledge  of such  officers the  representations  and  warranties  in Section  4 are true  and  correct  with the same  force  and  effect  as  though expressly  made  at and  as of  the  Closing  Date;  (v)  the  Company  and  the Association  have complied with all material  agreements and  satisfied,  in all material  respects at or prior to the Closing Date, all obligations  required to be met by  such  date  and  will  in  all  material  respects  comply  with  all obligations  to be  satisfied  by them  after  Conversion;  (vi)  no stop  order suspending the  effectiveness of the  Registration  Statement has been initiated or, to the best  knowledge  of the  Company or  Association,  threatened  by the Commission or any state authority; (vii) no order suspending the Subscription or Public Offerings, the Conversion, the\n\n                                      -20-\n\nacquisition  of all of the  shares  of the  Association  by the  Company  or the effectiveness  of the  Offering  Prospectus  has  been  issued  and to the  best knowledge of the Company or  Association,  no proceedings  for that purpose have been initiated or threatened by the OTS, the Commission,  the FDIC, or any state authority;  and (viii) to the best of their  knowledge,  no person has sought to obtain review of the final action of the OTS approving the Plan.\n\n                  (f) Prior to and at the Closing  Date:  (i) in the  reasonable opinion of Capital  Resources,  there shall have been no material adverse change in the condition,  financial or otherwise,  or in the earnings,  or the business affairs or business  prospects of the Company or the Association  independently, or of the Company or the  Association,  considered as one enterprise,  since the latest dates as of which such condition is set forth in the Offering Prospectus, except  as  referred  to  therein;  (ii)  there  shall  have  been  no  material transaction  entered into by the Company or the Association from the latest date as of which the  financial  condition of the Company or the  Association  is set forth  in  the  Offering  Prospectus  other  than  transactions  referred  to or contemplated  therein;  (iii)  the  Company  or the  Association  shall not have received  from the OTS or the FDIC any  direction  (oral or written) to make any material change in the method of conducting their business with which it has not complied  (which  direction,  if any,  shall  have  been  disclosed  to  Capital Resources) and which would reasonably be expected to have a material and adverse effect on the  business,  operations  or  financial  condition  or income of the Company or the  Association  taken as a whole;  (iv) neither the Company nor the Association  shall have been in default (nor shall an event have occurred which, with  notice or lapse of time or both,  would  constitute  a default)  under any provision of and  agreement or instrument  relating to any material  outstanding indebtedness;  (v) no action, suit or proceedings, at law or in equity or before or by any federal or state  commission,  board or other  administrative  agency, shall be  pending,  or, to the  knowledge  of the  Company  or the  Association, threatened  against the Company or the  Association  or  affecting  any of their properties wherein an unfavorable  decision,  ruling or finding would reasonably be expected to have a material and adverse  effect on the business,  operations, financial  condition  or income of the  Company or the  Association,  taken as a whole;  and (vi) the Shares have been  qualified or registered  for offering and sale  under the  securities  or blue sky laws of the  jurisdictions  as  Capital Resources shall have requested and as agreed to by the Company.\n\n                  (g) Concurrently with the execution of this Agreement, Capital Resources shall receive a letter from KPMG,  dated the date hereof and addressed to Capital  Resources:  (i) confirming that KPMG is a firm of independent public accountants  within the meaning of the 1933 Act and the 1933 Act Regulations and 12 C.F.R. ss. 571.2(c)(3) and no information concerning its relationship with or interests in the Company and the  Association is required to be disclosed in the Offering Prospectus by the Conversion Regulations or Item 10 of the Registration Statement, and stating in effect that in KPMG's opinion the financial statements of the Association as are included in the Offering  Prospectus comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the related published rules and regulations of the Commission thereunder and the Conversion  Regulations and generally  accepted  accounting  principles; (ii) stating in effect that, on the basis of certain agreed upon procedures (but not  an  audit  examination  in  accordance  with  generally  accepted  auditing standards)  consisting of a reading of the latest  available  unaudited  interim financial statements of the Association  prepared by the Association,  a reading of the  minutes of the  meetings  of the Board of  Directors  and members of the Association and consultations  with officers of the Association  responsible for financial and accounting  matters,  nothing came to their attention which caused them to  believe  that:  (A)  such  unaudited  financial  statements  are not in conformity  with generally  accepted  accounting  principles  applied on a basis substantially  consistent with that of the audited financial statements included in the Offering Prospectus; or (B) during the period from the date of the latest financial statements included in the\n\n                                      -21-\n\nOffering  Prospectus to a specified  date not more than five business days prior to the date hereof,  there has been (1) an increase of greater than  $500,000 in the long term debt of the  Association or (2) an increase of $100,000 or more in loans past due 90 days or more as of the last day of the month immediately prior to such  specified  date or (3) an  increase  of $100,000 or more in real estate acquired by  foreclosure  or (4) a decrease of $50,000 or more in the  allowance for loan losses or (5) any decrease in total retained earnings or (6) a decrease\n\n\n\n\n\nin net  income  when  compared  to the like  period in 1995 or (7) any change in total assets of the Association in an amount greater than  $2,000,000  excluding proceeds  from stock  subscriptions;  and (iii) stating that, in addition to the audit examination referred to in its opinion included in the Offering Prospectus and  the  performance  of the  procedures  referred  to in  clause  (ii) of this subsection  (g), they have compared with the general  accounting  records of the Company and/or the Association, as applicable, which are subject to the internal controls of the Company and/or the Association, as applicable, accounting system and other data prepared by the Company  and/or the  Association,  as applicable, directly from such accounting  records,  to the extent specified in such letter, such amounts and/or percentages set forth in the Offering  Prospectus as Capital Resources  may  reasonably  request;  and  they  have  found  such  amounts  and percentages to be in agreement therewith (subject to rounding).\n\n                  (h) At the Closing  Date,  Capital  Resources  shall receive a letter  from KPMG,  dated the  Closing  Date,  addressed  to Capital  Resources, confirming  the  statements  made by its  letter  delivered  by it  pursuant  to subsection (g) of this Section 8, except that the  \"specified  date\" referred to in clause (ii)(B) thereof to be a date specified in such letter, which shall not be more than three business days prior to the Closing Date.\n\n                  (i) The Company and the  Association  shall not have sustained since  the date of the  latest  audited  financial  statements  included  in the Registration Statement and Offering Prospectus any loss or interference with its business from fire, explosion,  flood or other calamity,  whether or not covered by insurance,  or from any labor dispute or court or governmental  action, order or  decree,  otherwise  than as set forth or  contemplated  in the  Registration Statement and Offering  Prospectus,  and since the respective  dates as of which information  is given in the  Registration  Statement  and Offering  Prospectus, there  shall  not have  been any  material  change  in the long term debt of the Company or the Association  other than debt incurred in relation to the purchase of Shares by the Company's  Tax-Qualified  Employee Plans, or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company or the  Association,  otherwise than as set forth or contemplated in the Registration Statement and Offering Prospectus,  the effect of which, in any such  case  described  above,  is  in  Capital  Resources'  reasonable  judgment sufficiently  material and adverse as to make it impracticable or inadvisable to proceed with the  Subscription or Public Offerings or the delivery of the Shares on the terms and in the manner contemplated in the Offering Prospectus.\n\n                  (j) At or prior to the Closing Date,  Capital  Resources shall receive  (i) a copy  of the  letter  from  the  OTS  authorizing  the use of the Offering Prospectus,  (ii) a copy of the order from the Commission declaring the Registration  Statement  effective,  (iii) a copy of a certificate  from the OTS evidencing  the good  standing of the  Association,  (iv)  certificates  of good standing from the States of Delaware and New York  evidencing  the good standing of the  Company  and from the State of New York  evidencing  that the Company is duly qualified to do business and in good standing in New York and (v) a copy of the letter from the OTS approving the Company's Holding Company Application.\n\n                  (k)      As soon as available after the Closing Date, Capital Resources shall receive a\n\n                                      -22-\n\ncertified copy of the Association's stock charter.\n\n                  (1)  Subsequent  to the  date  hereof,  there  shall  not have occurred any of the  following:  (i) a suspension  or  limitation  in trading in securities  generally on the New York Stock  Exchange or American Stock Exchange or in the over-the-counter  market, or quotations halted generally on the NASDAQ National  Market,  or minimum or maximum  prices for  trading  being  fixed,  or maximum  ranges for  prices  for  securities  being  required  by either of such exchanges or the NASD or by order of the  Commission  or any other  governmental authority;  (ii) a general  moratorium on the operations of commercial  banks or federal  savings banks or general  moratorium on the withdrawal of deposits from commercial  banks or federal  savings banks  declared by either federal or state authorities; (iii) the engagement by the United States in hostilities which have resulted  in the  declaration,  on or  after  the  date  hereof,  of a  national emergency  or war;  or (iv) a  material  decline  in the price of equity or debt securities  if, as to clauses (iii) or (iv),  the effect of such  hostilities or decline, in Capital Resources'  reasonable  judgment,  makes it impracticable or inadvisable to proceed with the Subscription or Public Offerings or the delivery of the Shares on the terms and in the manner  contemplated  in the  Registration Statement and the Offering Prospectus.\n\n                  All such opinions, certifications, letters and documents shall be in compliance with the provisions  hereof only if they are, in the reasonable opinion of Capital Resources and its counsel,  satisfactory to Capital Resources and its  counsel.  Any  certificates  signed by an  officer or  director  of the Company or the  Association  and  delivered to Capital  Resources or its counsel shall be deemed a representation  and warranty by the Company or the Association to Capital Resources as to the statements made therein.\n\n                  If any of the  conditions  specified in this Section shall not have been fulfilled when and as required by this  Agreement,  this Agreement and all of Capital  Resources'  obligations  hereunder  may be  canceled  by Capital Resources by notifying the  Association  of such  cancellation  in writing or by telegram at any time at or prior to the Closing Date, and any such  cancellation shall be without  liability  of any party to any other party except as otherwise provided in Sections 2, 7, 9 and 10 hereof.  Notwithstanding  the above, if this\n\n\n\n\n\nAgreement  is  canceled  pursuant  to  this  paragraph,   the  Company  and  the Association  jointly and severally agree to reimburse  Capital Resources for all out-of-pocket  expenses,  (including without limitation the fees and expenses of Capital Resources' counsel) reasonably incurred by Capital Resources and Capital Resources'  counsel at its normal rates,  in connection  with the preparation of the Registration Statement and the Offering Prospectus,  and in contemplation of the proposed  Subscription  or Public  Offerings  to the extent  provided for in Sections 2 and 7 hereof.\n\n                  SECTION 9.  Indemnification.\n\n                  (a) The Company  and the  Association  jointly  and  severally agree to indemnify and hold harmless Capital Resources, its officers, directors, agents and  employees  and each person,  if any, who controls or is under common control with Capital  Resources within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act,  against any and all loss,  liability,  claim, damage or expense whatsoever (including but not limited to settlement expenses), joint or several,  that Capital  Resources or any of them may suffer or to which Capital  Resources  and any such persons  upon  written  demand for any expenses (including fees and  disbursements of counsel)  incurred by Capital Resources or any of them  in  connection  with  investigating,  preparing  or  defending  any actions,  proceedings or claims (whether  commenced or threatened) to the extent such losses,  claims,  damages,  liabilities  or actions (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material\n\n                                      -23-\n\nfact  contained in the  Registration  Statement  (or any amendment or supplement thereto),  preliminary  or  final  Offering  Prospectus  (or  any  amendment  or supplement thereto),  the Conversion  Application or any Blue Sky application or other  instrument  or document of the Company or the  Association  or based upon written  information  supplied  by the Company or the  Association  filed in any state or  jurisdiction  to  register  or qualify any or all of the Shares or the subscription  rights  applicable  thereto  under  the  securities  laws  thereof (collectively,  the  \"Blue  Sky  Application\"),  or  any  application  or  other document,  advertisement, oral statement, or communication (\"Sales Information\") prepared,  made or executed  by or on behalf of the Company  with its consent or based upon written or oral information  furnished by or on behalf of the Company or the Association, whether or not filed in any jurisdiction in order to qualify or register the Shares under the securities  laws thereof;  (ii) arise out of or are based upon the omission or alleged omission to state in any of the foregoing documents  or  information,  a material  fact  required to be stated  therein or necessary to make the statements  therein,  in light of the circumstances  under which  they were  made,  not  misleading;  or,  (iii)  arise  from any theory of liability  whatsoever relating to or arising from or based upon the Registration Statement  (or any  amendment  or  supplement  thereto),  preliminary  or  final Offering  Prospectus  (or any amendment or supplement  thereto),  the Conversion Application,   any  Blue  Sky   Application   or  Sales   Information  or  other documentation distributed in connection with the Conversion;  provided, however, that no  indemnification is required under this paragraph (a) to the extent such losses, claims,  damages,  liabilities or actions arise out of or are based upon any untrue  material  statements or alleged  untrue  material  statements in, or material omission or alleged material omission from, the Registration  Statement (or any amendment or supplement thereto), the Conversion  Application,  any Blue Sky Application,  the preliminary or final Offering Prospectus (or any amendment or  supplement  thereto),  or Sales  Information  made in  reliance  upon and in conformity with written information  furnished to the Company or the Association by Capital Resources  regarding  Capital  Resources  expressly for use under the caption \"The Conversion - Marketing Arrangements\" in the Offering Prospectus nor is  indemnification  required for material  oral  misstatements  made by Capital Resources,  which are not based upon information  provided by the Association or the  Company  orally or in  writing  or based on  information  contained  in the Registration Statement (or any amendment or supplement thereto),  preliminary or final  Offering  Prospectus  (or  any  amendment  or  supplement  thereto),  the Conversion   Application,   any  Blue  Sky  Application  or  Sales   Information distributed in connection with the Conversion.\n\n                  (b) Capital  Resources  agrees to indemnify  and hold harmless the Company and the Association,  their directors and officers, agents, servants and  employees  and  each  person,  if any,  who  controls  the  Company  or the Association within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act  against  any and all loss,  liability,  claim,  damage or  expense whatsoever (including but not limited to settlement expenses),  joint or several which they,  or any of them,  may suffer or to which they,  or any of them,  may become subject under all applicable federal and state laws or otherwise,  and to promptly  reimburse  the  Company,  the  Association  and any such  persons upon written demand for any expenses  (including fees and  disbursements  of counsel) incurred by them, or any of them, in connection with investigating, preparing or defending any actions,  proceedings or claims (whether  commenced or threatened) to the extent such losses, claims, damages,  liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact  contained in the  Registration  Statement  (or any amendment of supplement thereto),  or the preliminary or final Offering  Prospectus (or any amendment or supplement thereto),  or the Conversion  Application or any Blue Sky Application or Sales Information or are based upon the omission or alleged omission to state in any of the foregoing  documents a material fact required to be stated therein or necessary to make the statements  therein,  in the light of the circumstances under which they were made,  not  misleading;  provided,  however,  that Capital Resources  obligations  under this  Section 9(b) shall exist only if and only to the\n\n                                      -24-\n\n\n\n\n\nextent that such untrue  statement or alleged  untrue  statement was made in, or such material fact or alleged  material fact was omitted from, the  Registration Statement (or any amendment or supplement  thereto),  the  preliminary  or final Offering Prospectus (or any amendment or supplement thereto),  or the Conversion Application,  any Blue Sky Application or Sales Information in reliance upon and in  conformity  with  written  information  furnished  to  the  Company  or  the Association by Capital Resources  regarding Capital Resources  expressly for use under the caption  \"The  Conversion  - Marketing  Arrangements\"  in the Offering Prospectus  or in the event of oral  misstatements  made by  Capital  Resources, which are not based upon information  provided by the Association or the Company orally or in  writing  or based on  information  contained  in the  Registration Statement  (or any  amendment  or  supplement  thereto),  preliminary  or  final Offering  Prospectus  (or any amendment or supplement  thereto),  the Conversion Application,  any  Blue Sky  Application  or Sales  Information  distributed  in connection with the Conversion.\n\n                  (c) Each indemnified party shall give prompt written notice to each indemnifying party of any action,  proceeding,  claim (whether commenced or threatened),  or suit instituted against it in respect of which indemnity may be sought  hereunder,  but  failure to so notify an  indemnifying  party  shall not relieve it from any liability  which it may have on account of this Section 9 or otherwise.  An  indemnifying  party may  participate  at its own  expense in the defense of such action.  In addition,  if it so elects within a reasonable  time after  receipt of such notice,  an  indemnifying  party,  jointly with any other indemnifying  parties  receiving such notice,  may assume defense of such action with  counsel  chosen by it and  approved by the  indemnified  parties  that are defendants in such action,  unless such indemnified parties reasonably object to such assumption on the ground that there may be legal defenses available to them that are different from or in addition to those  available to such  indemnifying party.  If an  indemnifying  party  assumes  the  defense  of such  action,  the indemnifying  parties  shall not be liable for any fees and  expenses of counsel for the indemnified  parties incurred thereafter in connection with such action, proceeding or claim,  other than reasonable costs of investigation.  In no event shall the indemnifying  parties be liable for the fees and expenses of more than one  separate  firm of  attorneys  (and any special  counsel  that said firm may retain)  for  all  indemnified  parties  in  connection  with  any  one  action, proceeding or claim or separate but similar or related  actions,  proceedings or claims in the same jurisdiction  arising out of the same general  allegations or circumstances.\n\n                  (d) The agreements  contained in this Section 9 and in Section 10  hereof  and  the  representations  and  warranties  of the  Company  and the Association set forth in this Agreement shall remain operative and in full force and effect regardless of: (i) any investigation  made by or on behalf of Capital Resources or its officers, directors or controlling persons, agents or employees or by or on behalf of the Company or the Association or any officers,  directors or controlling persons, agents or employees of the Company or the Association or any controlling  person,  director or officer of the Company or the Association; (ii) delivery of and payment  hereunder for the Shares; or (iii) any termination of this Agreement.\n\n                  (e) No  indemnification  by the Association under Section 9(a) hereof nor  contribution  under Section 10 hereof shall be effective if the same shall be deemed to be in violation of any law, rule or regulation  applicable to the  Association  including,  without  limitation,  Section  23A of the  Federal Reserve Act. If the  indemnification  or  contribution by the Association is not effective  pursuant  to the  preceding  sentence,  then the  indemnification  by Capital  Resources  pursuant to Section 9(b) shall be given only to the Company, its  directors  and  officers,  agents,  servants and  employees  and not to the Association,  its directors and officers, agents, servants and employees and the Association  shall not be entitled to any  contribution  from Capital  Resources pursuant to Section 10.\n\n                                      -25-\n\n                  SECTION  10.  Contribution.  In order to provide  for just and equitable  contribution in circumstances in which the  indemnification  provided for in  Section 9 is due in  accordance  with its  terms  but is for any  reason unavailable  as a result of  Section  9(e) or held by a court to be  unavailable from the  Company,  the  Association  or Capital  Resources,  the  Company,  the Association  and Capital  Resources  shall  contribute to the aggregate  losses, claims,  damages and liabilities  (including any investigation,  legal and other expenses  incurred in connection  with, and any amount paid in settlement of any action,  suit or  proceeding  of any claims  asserted,  but after  deducting any contribution  received by the Company or the  Association  or Capital  Resources from  persons  other than the other  party  thereto,  who may also be liable for contribution)  in such  proportion so that Capital  Resources is responsible for that  portion  represented  by the  percentage  that  the fees  paid to  Capital Resources pursuant to Section 2 of this Agreement (not including expenses) bears to the gross proceeds received by the Company from the sale of the Shares in the Subscription and Public  Offerings and the Company and the Association  shall be responsible for the balance.  If, however,  the allocation provided above is not permitted  by  applicable  law or if the  indemnified  party  failed to give the notice  required  under  Section 9 above,  then each  indemnifying  party  shall contribute  to such  amount  paid or payable by such  indemnified  party in such proportion  as is  appropriate  to reflect not only such  relative  fault of the Company and the  Association on the one hand and Capital  Resources on the other\n\n\n\n\n\nin connection  with the  statements or omissions  which resulted in such losses, claims,  damages or  liabilities  (or actions,  proceedings or claims in respect thereof), but also the relative benefits received by the Company and Association on the one hand and Capital  Resources on the other from the offering as well as any other relevant equitable  considerations.  The relative benefits received by the Company and the  Association  on the one hand and Capital  Resources  on the other shall be deemed to be in the same  proportion as the total gross  proceeds from the Subscription and Public Offerings (before deducting  expenses) received by the  Company  bear to the total fees (not  including  expenses)  received  by Capital Resources. The relative fault shall be determined by reference to, among other things,  whether the untrue or alleged untrue statement of a material fact or the  omission  or  alleged  omission  to state a  material  fact  relates  to information  supplied by the Company  and/or the  Association on the one hand or Capital  Resources on the other and the parties'  relative  intent,  good faith, knowledge,  access to  information  and  opportunity  to correct or prevent such statement or omission.  The Company, the Association and Capital Resources agree that it would not be just and equitable if contribution pursuant to this Section 10 were  determined by pro rata  allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 10. The amount paid or payable by an indemnified  party as a result of the losses, claims, damages or liabilities (or action,  proceedings or claims in  respect  thereof)  referred  to above in this  Section 10 shall be deemed to include any legal or other  expenses  reasonably  incurred  by such  indemnified party in connection with investigating or defending any such action,  proceeding or claim. 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.  It is understood that the above-stated  limitation on Capital Resources' liability is essential to Capital Resources and that Capital  Resources  relied upon such limitation and would not have entered into this  Agreement if such  limitation  had not been agreed to by the  parties  to this  Agreement.  No  person  found  guilty  of any  fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled  to  contribution  from any  person  who was not  found  guilty of such fraudulent misrepresentation. The obligations of the Company and the Association under this Section 10 and under  Section 9 shall be in addition to any liability which the Company and the  Association  may otherwise have. For purposes of this Section 10,  each of Capital  Resources',  the  Company's  or the  Association's officers and directors and each person,  if any, who controls Capital  Resources or the  Company or the  Association  within the  meaning of the 1933 Act and the 1934 Act shall  have the same  rights to  contribution  as the  Company  and the Association.\n\n                                      -26-\n\nAny  party  entitled  to  contribution,  promptly  after  receipt  of  notice of commencement  of any action,  suit,  claim or  proceeding  against such party in respect of which a claim for  contribution  may be made  against  another  party under this  Section 10, will  notify  such party from whom  contribution  may be sought,  but the  omission  to so notify  such party shall not relieve the party from whom  contribution  may be sought  from any  other  obligation  it may have hereunder or otherwise than under this Section 10.\n\n                  SECTION  11.  Survival  of  Agreements,   Representations  and Indemnities.  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.\n\n                  SECTION 12.  Termination.  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:\n\n                  (a) In the event the  Company  fails to sell all of the Shares within the period  specified,  and in accordance with the provisions of the Plan or as required by the Conversion  Regulations and applicable law, this Agreement shall terminate upon refund by the Association to each person who has subscribed for or ordered any of the Shares the full amount which it may have received from such person, together with interest as provided in the Offering Prospectus,  and no party to this  Agreement  shall have any  obligation to the other  hereunder, except  for  payment  by the  Association  and/or  the  Company  as set forth in Sections 2, 7, 9 and 10 hereof.\n\n                  (b) If any of the conditions  specified in Section 8 shall not have been  fulfilled when and as required by this  Agreement,  or by the Closing Date,  or waived in writing  by Capital  Resources,  this  Agreement  and all of Capital Resources  obligations hereunder may be canceled by Capital Resources by notifying the Association of such  cancellation in writing or by telegram at any time at or prior to the  Closing  Date,  and,  any  such  cancellation  shall be without  Liability of any party to any other party except as otherwise  provided in Sections 2, 7, 9 and 10 hereof.\n\n                  (c) If Capital Resources elects to terminate this Agreement as provided in this section,  the Company and the Association  shall be notified as provided in Section 13 hereof,  promptly by Capital  Resources  by  telephone or telegram, confirmed by letter.\n\n\n\n\n\n               SECTION  13.  Notices.  All  communications  hereunder,  except as  herein otherwise specifically provided, shall be mailed in writing and if sent to Capital Resources shall be mailed, delivered or telegraphed and  confirmed to Capital Resources, Inc.,1701 K Street, N.W., Suite 700, Washington, D.C. 20006 Attention:  Catherine Kozlow Rochester (with a copy to Serchuk & Zelermyer, LLP, 81 Main Street, White Plains, NY 10601, Attention: Clifford S.  Weber, Esq.) and, if sent to the  Company  and the  Association,  shall be mailed,  delivered  or telegraphed  and  confirmed  to the  Company and the  Association  at 161 Church Street, Amsterdam, New York, 12010, (Attention:  John M. Lisicki (with a copy to Malizia,  Spidi,  Sloane & Fisch,  P.C.,  1301 K Street,  N.W.,  Suite 700 East Washington, D.C. 20005, Attention: John J. Spidi, Esq.)\n\n                                      -27-\n\n                  SECTION 14. Parties.  The Company and the Association shall be entitled to act and rely on any request,  notice,  consent,  waiver or agreement purportedly  given on behalf of Capital  Resources when the same shall have been given by the undersigned. Capital Resources shall be entitled to act and rely on any request, notice, consent, waiver or agreement purportedly given on behalf or the  Company  or the  Association,  when the same  shall  have been given by the undersigned  or any  other  officer  of the  Company  or the  Association.  This Agreement  shall  inure  solely to the  benefit  of, and shall be binding  upon, Capital Resources and the Company,  the Association and the controlling  persons referred  to in  Section  9  hereof,  and  their  respective  successors,  legal representatives  and assigns,  and no other person shall have or be construed to have any legal or equitable right,  remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained.\n\n                  SECTION  15.  Closing.  The closing for the sale of the Shares shall take place on the Closing Date at the offices of Capital Resources or such other location as mutually agreed upon by Capital Resources, the Company and the Association.  At the closing, the Association shall deliver to Capital Resources in next day funds the  commissions,  fees and  expenses due and owing to Capital Resources  as set  forth  in  Sections  2 and 7  hereof  and  the  opinions  and certificates  required hereby and other documents deemed reasonably necessary by Capital  Resources  shall be executed  and  delivered  to effect the sale of the Shares  as  contemplated  hereby  and  pursuant  to the  terms  of the  Offering Prospectus.\n\n                  SECTION 16.  Partial  Invalidity.  In the event that any term, provision or covenant herein or the application  thereof to any circumstances or situation shall be invalid or unenforceable,  in whole or in part, the remainder hereof and the  application  of said term,  provision  or  covenant to any other circumstance  or  situation  shall  not be  affected  thereby,  and  each  term, provision or covenant  herein shall be valid and  enforceable to the full extent permitted by law.\n\n                  SECTION 17.  Construction.  This Agreement shall be construed  in accordance with the laws of the District of Columbia.\n\n                  SECTION 18.  Counterparts.  This Agreement may be executed in separate counterparts, each of which so executed and delivered shall be an  original, but all of which together shall constitute but one and the same instrument.\n\n                  Time shall be of the essence of this Agreement.\n\n                                      -28-\n\n                  If the foregoing  correctly sets forth the  arrangement  among the Company,  the Association and Capital Resources,  please indicate acceptance thereof in the space provided below for that purpose,  whereupon this letter and Capital Resources' acceptance shall constitute a binding agreement.\n\n                                        Very truly yours,\n\n                                        AFSALA BANCORP, INC.\n\n                                        By: ________________________________                                                  John M. Lisicki, President and                                                  Chief Executive Officer\n\n                                        AMSTERDAM FEDERAL SAVINGS AND                                         LOAN ASSOCIATION\n\n                                        By:  ________________________________                                                  John M. Lisicki, President and                                                  Chief Executive Officer\n\n                  Accepted as of the date first above written.\n\nCAPITAL RESOURCES, INC.\n\n\n\n\n\nBy:  _____________________________________          Catherine K. Rochester, President\n\n                                      -29-"}]}, {"title": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "PROMOTION AGREEMENT", "answer_start": 3574}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "SIGA and MMT are sometimes referred to individually as a \"Party\" and collectively as the \"Parties\". RECITALS", "answer_start": 4002}, {"text": "MMT", "answer_start": 641}, {"text": "MERIDIAN MEDICAL TECHNOLOGIES, INC.", "answer_start": 437}, {"text": "SIGA", "answer_start": 407}, {"text": "SIGA TECHNOLOGIES, INC.", "answer_start": 407}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "May 31, 2019", "answer_start": 3661}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "May 31, 2019", "answer_start": 3661}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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\").", "answer_start": 102926}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 103139}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 103139}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 110131}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "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).", "answer_start": 32052}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [{"text": "As of the Effective Date, there are no rights with respect to the Product or the SIGA Trademarks in the Territory granted by SIGA, in each case, to any Person or entity other than MMT;", "answer_start": 68081}, {"text": "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.", "answer_start": 29919}, {"text": "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.", "answer_start": 29637}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [{"text": "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).", "answer_start": 32052}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": false}, {"answers": [], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 106407}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [{"text": "Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes.", "answer_start": 141940}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": false}, {"answers": [], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 119948}, {"text": "Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction.", "answer_start": 119273}, {"text": "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).", "answer_start": 30156}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "If the Net Product Sales Amounts in the Territory exceeds [***] during any Calendar Year after any Quarterly Payment has been made, MMT shall automatically accrue a credit of [***] (the \"Credit Amount\") (representing the additional [***] fee that MMT would be entitled to receive with respect to the first [***] of the Quarterly Collected Revenue as a result of total Net Product Sales Amounts in the relevant Calendar Year having [***]), which Credit Amount will be deducted from future payments of Quarterly Collected Revenue to SIGA until the full Credit Amount is retained by MMT.", "answer_start": 44713}, {"text": "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 [***].", "answer_start": 43504}, {"text": "In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts.", "answer_start": 44112}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 29637}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 68362}, {"text": "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).", "answer_start": 30156}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [{"text": "Each such subcontractor listed on Exhibit A attached hereto and any Affiliate or Third Party approved by SIGA as an MMT sublicensee pursuant to this Section 2.1(b) shall be deemed to be a \"Permitted Sublicensee\" for purposes of this Agreement.", "answer_start": 30527}, {"text": "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).", "answer_start": 30156}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": false}, {"answers": [], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the Territory, MMT shall either (i) promptly exercise its rights to terminate such Customer Contracts pursuant to termination rights accruing from the occurrence of a termination of this Agreement or otherwise or (ii) upon timely written request of SIGA, use Commercially Reasonable Efforts to assign any Customer Contract identified in such notice then in force to SIGA.", "answer_start": 106633}, {"text": "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.", "answer_start": 141611}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "MMT will require its sublicensees to provide to it a report detailing the foregoing expenses and calculations incurred or made by such sublicensee, which report will be made available to SIGA in connection with any audit conducted by SIGA pursuant to Section 6.5.", "answer_start": 48543}, {"text": "The foregoing right of review may be exercised only once per year and only once with respect to each periodic report and payment delivered in accordance with Section 6.2.", "answer_start": 49577}, {"text": "SIGA, or its authorized representatives, shall have the right, at its cost, with reasonable advance notice, during regular business hours, to audit the facility used by the Promoter in order to review the Promoter activities under this Exhibit including, but not limited to, any documents relevant to these activities, for compliance with the safety reporting requirements set out in this Exhibit.", "answer_start": 143539}, {"text": ". An Audit Report shall become final and binding on the Parties thirty (30) days following MMT's receipt thereof, unless MMT delivers written notice of its agreement thereto (in which case such Audit Report shall become final and binding on the date of delivery of such notice of agreement) or written notice of its disagreement thereto (\"Notice of Disagreement\") to SIGA in either case on or prior to such date.", "answer_start": 50078}, {"text": "Reports of the results of any such examination (each an \"Audit Report\") will be (a) limited to details of any discrepancies in MMT's records relating to the Product together with an explanation of the discrepancy and the circumstances giving rise to the discrepancy (b) made available to both Parties and (c) subject to ARTICLE 10.", "answer_start": 49748}, {"text": "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.", "answer_start": 48874}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [{"text": "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, [***].", "answer_start": 91498}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": false}, {"answers": [{"text": "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, [***].", "answer_start": 91498}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "MMT and SIGA shall maintain such insurance throughout the Term, and shall from time to time provide copies of certificates of such insurance the other Party upon request.", "answer_start": 91298}, {"text": "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.", "answer_start": 90962}], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.1 Certain portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. Information that has been omitted has been noted in this document with a placeholder identified by the mark \"[***]\". EXECUTION COPY PROMOTION AGREEMENT\n\nby and between\n\nSIGA TECHNOLOGIES, INC.\n\nand\n\nMERIDIAN MEDICAL TECHNOLOGIES, INC., a Pfizer company\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nTABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 ARTICLE 2 GRANT OF RIGHTS 11 2.1 Grant of Rights to MMT 11 2.2 Negative Covenants 11 2.3 Non-Compete Covenant 11 2.4 Retained Rights 12 2.5 No Implied Licenses 12 2.6 [***] 12 ARTICLE 3 GOVERNANCE 12 3.1 Joint Steering Committee 12 3.2 Good Faith 12 3.3 Scope of Governance 13 ARTICLE 4 PROMOTION AND OTHER COMMERCIALIZATION 13 4.1 Promotion in the Territory 13 4.2 Diligence 14 4.3 Customer Contracts 14 4.4 Regulatory Matters 15 4.5 Discontinued Countries 15 ARTICLE 5 FORECASTING AND ORDERING 15 5.1 Product Forecasts 15 5.2 Purchase Orders 15 5.3 Delivery 16 5.4 Supply Limitation 16 5.5 Supply Penalties 16 5.6 Adverse Event Reporting 16 ARTICLE 6 PAYMENTS 16 6.1 Promotion Fee 16 6.2 Payments 17 6.3 Currency 17 6.4 Records 17 6.5 Audits 18 6.6 Blocked Payment and Indemnification 19 6.7 Source of Recovery 19 6.8 Taxes 19 ARTICLE 7 INTELLECTUAL PROPERTY 20 7.1 Ownership of SIGA Intellectual Property 20 7.2 Intellectual Property Maintenance 20 7.3 New Patents and Trademarks 20\n\n-i-\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nTABLE OF CONTENTS (CONTINUED) PAGE ARTICLE 8 REPRESENTATIONS AND WARRANTIES; COVENANTS 21 8.1 Mutual Representations and Warranties 21 8.2 Additional Representations, Warranties and Covenants of SIGA 22 8.3 Additional Representations and Warranties of MMT 26 8.4 Covenants 27 8.5 No Other Representations or Warranties 29 ARTICLE 9 INDEMNIFICATION 29 9.1 Indemnification by SIGA 29 9.2 Indemnification by MMT 30 9.3 Indemnification Procedures 30 9.4 Insurance 31 9.5 Limitation of Liability 31 ARTICLE 10 CONFIDENTIALITY 31 10.1 Confidentiality 31 10.2 Authorized Disclosure 32 10.3 Technical Publication 33 10.4 Publicity; Terms of Agreement 33 10.5 Prior Confidentiality Agreements 34 10.6 Return of Confidential Information 34 10.7 Unauthorized Use 34 10.8 Exclusive Property 34 ARTICLE 11 TERM AND TERMINATION 35 11.1 Term 35 11.2 Termination for Cause 35 11.3 Termination Upon Certain Changes of Control 36 11.4 Termination for Failure to [***] 36 11.5 Termination for Convenience 36 11.6 Effect of Termination 36 11.7 Survival 36 ARTICLE 12 DISPUTE RESOLUTION 36 12.1 Executive Officer Resolution 36 12.2 Governing Law 37 12.3 Jurisdiction 37 12.4 NO JURY TRIAL 37 ARTICLE 13 MISCELLANEOUS 38 13.1 Entire Agreement; Amendment 38 13.2 Force Majeure 38\n\n-ii-\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nTABLE OF CONTENTS (CONTINUED) PAGE 13.3 Notices 38 13.4 No Strict Construction; Interpretation; Headings 39 13.5 Assignment 40 13.6 Performance by Affiliates 40 13.7 Further Assurances and Actions 40 13.8 Severability 41 13.9 No Waiver 41 13.10 Relationship of the Parties 41 13.11 English Language 42 13.12 Counterparts 42 13.13 Schedules 42 13.14 Expenses 42\n\nExhibit A Permitted Subcontractors Exhibit B Business Plan Exhibit C SIGA Press Release Schedule 1 SIGA Patents Schedule 2 SIGA Trademarks Schedule 3 Safety Reporting Requirements Schedule 8.2(b) Encumbrances\n\n-iii-\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nPROMOTION AGREEMENT This PROMOTION AGREEMENT  (this \"Agreement\") is entered into as of May 31, 2019 (the \"Effective Date\") by and between SIGA TECHNOLOGIES, INC., a Delaware corporation having an address at 31 East 62nd Street, New York, NY 10065 (\"SIGA\"), and MERIDIAN MEDICAL TECHNOLOGIES, INC., a Pfizer company, and Delaware corporation having an address at 6350 Stevens Forest Road, Suite #301, Columbia, MD 21046 (\"MMT\"). SIGA and MMT are sometimes referred to individually as a \"Party\" and collectively as the \"Parties\". RECITALS WHEREAS, SIGA developed the FDA-approved oral capsule formulation of TPOXX\u00ae (tecovirimat) for the treatment of smallpox; WHEREAS, MMT possesses resources and expertise in the marketing, promoting, advertising, offering for sale and selling of pharmaceutical and antiviral products; and WHEREAS, MMT desires to obtain from SIGA, and SIGA desires to grant to MMT certain exclusive licenses in the Territory to market, promote, advertise, offer for sale and sell the Product in the Field in the Territory, as set forth herein. NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, covenants and conditions contained in this Agreement, the Parties hereby agree as follows: ARTICLE 1\n\nDEFINITIONS \"Active Country\" has the meaning set forth in Section 4.4(b). \"Affiliate\" means, with respect to each Party, any corporation, firm, partnership or other entity or Person which directly or indirectly controls or is controlled by or is under common control with that Party. A Person will be regarded as in \"control\" (including, with correlative meaning, the terms \"controlled by\" and \"under common control with\") of another Person if it (a) owns or controls at least fifty percent (50%) of the equity securities of the subject Person entitled to vote in the election of directors, or (b) possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of any such Person (whether through ownership of securities or other ownership interests, by contract or otherwise). \"Alliance Manager\" has the meaning set forth in Section 3.1(d). \"Anti-Corruption Law\" means any applicable Law of any jurisdiction concerning or relating to bribery, kickbacks or corruption including the United States Foreign Corrupt Practices Act of 1977, the Anti-Kickback Statute, the UK Bribery Act 2010, any Laws enacted pursuant to the OECD Convention on Combating Bribery of Foreign Public Officials, and other similar anti-corruption legislation in other jurisdictions, as may be amended from time to time and each to the extent applicable to a Party.\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n\"Audit Report\" has the meaning set forth in Section 6.5. \"Bankruptcy Code\" means, as applicable, the U.S. Bankruptcy Code, as amended from time to time, and the rules and regulations and guidelines promulgated thereunder or the bankruptcy laws of any other country or Governmental Authority, as amended from time to time, and the rules and regulations and guidelines promulgated thereunder. \"Binding Portion of Forecast\" has the meaning set forth in Section 5.1(a). \"Business Day\" means any day other than a day on which the commercial banks in New York City are authorized or required to be closed. \"Business Plan\" has the meaning set forth in Section 4.1(a). \"Calendar Quarter\" means a period of three (3) consecutive months ending on the last day of March, June, September, or December, respectively, except that the first Calendar Quarter of the Term shall commence on the Effective Date and end on June 30, 2019 and the last Calendar Quarter shall end on the last day of the Term. \"Calendar Year\" means a period of twelve (12) consecutive months beginning on January 1 and ending on December 31, except that the first Calendar Year of the Term shall commence on the Effective Date and end on December 31 of the year in which the Effective Date occurs and the last Calendar Year of the Term shall commence on January 1 of the year in which the Term ends and end on the last day of the Term. \"Change of Control\" means, with respect to either Party, [***]. \"Claims\" has the meaning set forth in Section 9.1. \"Commercialize\" means to Promote, distribute, obtain Pricing Approvals and Reimbursement Approvals, import, export and/or conduct other commercialization activities, and \"Commercialization\" means commercialization activities related to a product, including any and all activities relating to Promoting, distributing, obtaining Pricing Approvals and Reimbursement Approvals, importing and exporting. \"Commercialize\" or \"Commercialization\" shall expressly exclude \"Develop\" or \"Development\". \"Commercially Reasonable Efforts\" means, with respect to the efforts to be expended by any Person with respect to any objective, reasonable, diligent and good faith efforts to accomplish such objective. With respect to the Promotion or other exploitation of the Product, \"Commercially Reasonable Efforts\" means [***]. \"Competing Product\" means [***]. \"Compliance Communications\" has the meaning set forth in Section 8.2(x)(i).\n\n2\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n\"Confidential Information\" of a Party means (a) any and all information of such Party or its Affiliates that is provided or disclosed by such Party or its Affiliates to the other Party or its Affiliates under this Agreement, whether in oral, written, graphic, or electronic form, and (b) the terms of this Agreement. \"Control\" means, with respect to any material, Know-How, or intellectual property right, that a Party (a) owns or (b) has a license (other than a license granted to such Party under this Agreement) or other right to such material, Know-How, or intellectual property right, and in each case, has the ability to grant to the other Party access, a license, sublicense or other rights (as applicable) to the foregoing on the terms and conditions set forth in this Agreement without violating the terms of any then-existing agreement or other arrangement with any Third Party. \"Credit Amount\" has the meaning set forth in Section 6.1(b). \"Customer\" means a Third Party that has entered into a Customer Contract with MMT. \"Customer Contract Notice\" has the meaning set forth in Section 4.3(b). \"Customer Contract\" has the meaning set forth in Section 4.3(a). \"Delivery Date\" shall mean the date set forth in each Purchase Order by which SIGA is to deliver the Product ordered thereunder, which date shall not be any earlier than the corresponding lead time set forth in the applicable Purchase Order. \"Develop\" or \"Development\" means any and all activities relating to researching or developing (including synthesizing, screening, testing or evaluating), preparing and conducting non-clinical studies, preparing and conducting clinical studies, and conducting certain regulatory activities (including preparation of regulatory applications) that are necessary or useful to obtain and maintain Regulatory Approval of the Product in any country in the Territory. \"Develop\" or  \"Development\" may include \"Manufacture\"  or  \"Manufacturing\" but shall expressly exclude \"Commercialize\" or \"Commercialization\". \"Discontinued Country\" has the meaning set forth in Section 4.2. \"Dollars\" or \"$\" means U.S. dollars. \"EMA\" means the European Medicines Agency or any successor entity. [***] \"EU\" means the economic, scientific and political organization of member states of the European Union as it may be constituted from time to time, which as of the Effective Date consists of Austria, Belgium, Bulgaria, Croatia, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, and the United Kingdom. For clarity, the EU will at all times be deemed to include the United Kingdom, whether or not the United Kingdom remains a member state of the EU.\n\n3\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n\"Executive Officers\" has the meaning set forth in Section 3.1(e). \"Expanded Field\" has the meaning set forth in Section 2.1(c). \"FD&C Act\" means the U.S. Federal Food, Drug, and Cosmetic Act, as amended. \"FDA\" means the U.S. Food and Drug Administration or any successor entity. \"Field\" means [***]. \"Final Audit Report\" has the meaning set forth in Section 6.5. \"Final Report\" has the meaning set forth in Section 6.2(b). \"First Commercial Sale\" means the date of the first sale of the Product in the Field in a country in the Territory to a Third Party for monetary value and for end use, including stockpiling, administration, or other consumption of the Product in the Field in such country in the Territory. \"GCP\" means the then-current standards, practices and procedures promulgated or endorsed by the FDA as set forth in the guidelines entitled \"Guidance for Industry E6 Good Clinical Practice: Consolidated Guidance,\" including related regulatory requirements imposed by the FDA and, as applicable, comparable regulatory standards, practices and procedures promulgated by the EMA or other Regulatory Authority, as such standards, practices and procedures may be updated from time to time, including applicable quality guidelines promulgated under the ICH Q7. \"Global Trade Control Laws\" means the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations; the U.S. economic sanctions rules and regulations implemented under statutory authority and/or the President's Executive Orders and administered by the U.S. Department of the Treasury Office of Foreign Assets Control; EU Council Regulations on export controls, including No.428/2009; other EU Council sanctions laws and regulations, as implemented in EU Member States and enforced by EU Member State authorities, including Her Majesty's Treasury in the United Kingdom; United Nations sanctions policies; all relevant regulations and legislative instruments made under any of the above; other relevant economic sanctions, export and import control laws, and other laws, regulations, legislation, orders and requirements imposed by a relevant Governmental Authority. \"GLP\" means the then-current good laboratory practice standards promulgated or endorsed by the FDA as defined in 21 C. F. R. Part 58, and, as applicable, comparable regulatory standards promulgated by the EMA or other Regulatory Authority, as such standards may be updated from time to time, including applicable quality guidelines promulgated under the ICH.\n\n4\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n\"GMP\" means the standards relating to current Good Manufacturing Practices for fine chemicals, active pharmaceutical ingredients, intermediates, bulk products or finished pharmaceutical products set forth in (i) 21 U.S. C. 351(a)(2)(B), in FDA regulations at 21 C. F. R. Parts 210 and 211 and, as applicable, in The Rules Governing Medicinal Products in the European Community, Volume IV, Good Manufacturing Practice for Medicinal Products, or (ii) the ICH Guidelines relating to the manufacture of active pharmaceutical ingredient and finished pharmaceuticals, as such standards may be updated from time to time, including applicable quality guidelines promulgated under the ICH. \"Governmental Authority\" means any supra-national, multi-national, federal, state, local, municipal, provincial or other governmental authority or political subdivision of any nature (including any governmental division, prefecture, subdivision, department, agency, bureau, branch, office, public-institution, commission, council, court or other tribunal exercising executive, judicial, legislative, police, regulatory, administrative or taxing authority or functions of any nature pertaining to government). \"ICH\" means the International Council for Harmonisation of Technical Requirements for Pharmaceuticals for Human Use. \"Indemnified Party\" has the meaning set forth in Section 9.3. \"Indemnifying Party\" has the meaning set forth in Section 9.3. \"Independent Auditor\" has the meaning set forth in Section 6.5. \"Initial Business Plan\" has the meaning set forth in Section 4.1(a). \"Initial Term\" has the meaning set forth in Section 11.1. \"JSC\" has the meaning set forth in Section 3.1(a). \"Know-How\" means all technical, scientific and other information, know-how and data, including trade secrets, knowledge, inventions, discoveries, methods, specifications, processes, practices, formulae, instructions, skills, techniques, procedures, experiences, ideas, technical assistance, designs, drawings, assembly procedures, computer programs, expertise, technology, other non-clinical, pre-clinical and clinical data, documentation and results (including pharmacological, toxicological, pharmaceutical, biological, chemical, physical, safety and manufacturing data and results), analytical, regulatory and quality control data and results, Regulatory Materials, study designs, protocols, assays, biological methodologies and other technical information, in each case, whether or not confidential, proprietary, patented or patentable. \"Know-How\" expressly excludes any Patents.\n\n5\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n\"Laws\" means any law, statute, rule, regulation, standard, order, judgment or ordinance having the effect of law of any applicable national, federal, provincial, state, county, city, or other political subdivision, or foreign, supranational or multinational law, including any statute, standard, code, resolution, or promulgation, or any order, writ, judgment, injunction, decree, stipulation, ruling, determination, or award entered by or with any Governmental Authority, or any license, franchise, permit, or similar right granted under any of the foregoing, or any similar provision having the force or effect of law, including the Federal Food, Drug, and Cosmetic Act (21 U.S.C. \u00a7 301, et seq.), the Anti-Kickback Statute (42 U.S.C. \u00a7 1320a- 7b), the Civil Monetary Penalty Statute (42 U.S.C. \u00a7 1320a-7a), the False Claims Act (31 U.S.C. \u00a7 3729 et seq.), comparable state statutes, the regulations promulgated under all such statutes, and the regulations issued by the FDA, and all applicable Anti-Corruption Laws, accounting and recordkeeping laws, and laws relating to interactions with HCPs and Government Officials. For the avoidance of doubt, any specific references to any Law or applicable Law or any portion thereof shall be deemed to include all then-current amendments thereto or any replacement or successor law, statute, standard, ordinance, code, rule, regulation, resolution, promulgation, order, writ, judgment, injunction, decree, stipulation, ruling, or determination thereto.\n\n\"Losses\" has the meaning set forth in Section 9.1. \"Manufacture\" or \"Manufacturing\" means all activities related to the manufacturing of a compound or product, including test method development and stability testing, formulation, process development, manufacturing scale-up, manufacturing for use in non-clinical and clinical studies, manufacturing for commercial sale, packaging, release of product, quality assurance/quality control development, quality control testing (including in-process, in-process release and stability testing) and release of product or any component or ingredient thereof, and regulatory activities related to all of the foregoing. \"Manufacture\" or \"Manufacturing\" may be included as part of \"Develop\" or \"Development\" to the extent applicable, but is expressly exclude from \"Commercialize\" or \"Commercialization\". [***] [***] \"MMT Indemnitees\" has the meaning set forth in Section 9.1. \"MMT Promotion Personnel\" any employees of MMT or its Affiliates and other approved Third Party contractors, agents and personnel and Permitted Sublicensees, that MMT will assign to conduct Promotion pursuant to this Agreement. \"Net Product Sales Amount\" means [***] \"Non-Compliance Action\" has the meaning set forth in Section 8.2(x)(ii). \"Non-Promotion Notice\" has the meaning set forth in Section 4.2. \"Notice of Disagreement\" has the meaning set forth in Section 6.5. \"Notice of Dispute\" has the meaning set forth in Section 12.1(a).\n\n6\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n\"Patents\" means (a) pending patent applications, issued patents, utility models and design patents anywhere in the world; (b) provisionals, non-provisionals, reissues, substitutions, confirmations, registrations, validations, re-examinations, additions, continuations, continued prosecution applications, continuations-in-part, or divisionals of or to any of the foregoing; (c) any other patent application claiming priority to any of the foregoing anywhere in the world; (d) extension, renewal or restoration of any of the foregoing by existing or future extension, renewal or restoration mechanisms, including supplementary protection certificates or the equivalent thereof; and (e) any foreign equivalents to any of the foregoing. \"PDF\" means Adobe\u2122 Portable Document Format sent by electronic mail. \"Permitted Sublicensee\" has the meaning set forth in Section 2.1(b). \"Person\" means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated association, joint venture or similar entity or organization, including a government or political subdivision or department or agency of a government or other Governmental Authority. \"Pfizer\" means Pfizer Inc., a Delaware corporation. \"Potential New Field\" has the meaning set forth in Section 2.1(c). \"Pricing and Reimbursement Authority\" means, as applicable, the body with the authority to control, approve, recommend, decide, or otherwise determine pricing and reimbursement of pharmaceutical products, including those with authority to enter into risk sharing schemes or to impose retroactive price reductions, discounts, or rebates (including the National Institute for Health and Care Excellence and the Scottish Medicines Consortium in the U.K.; the Institute for Quality and Efficiency in Health Care in Germany; the Technical Scientific Commission and the Price and Reimbursement Committee within the Italian Medicines Agency in Italy; the Directorate General for the Basic Portfolio of the National Health and Pharmacy System of the Ministry of Health in Spain; the National Union of Health Insurance Funds and the National Authority of Health in France; and Health Canada in Canada) or non-governmental authority (including \"Sick Funds\" in Germany)). \"Pricing Approval\" means the approval, agreement, determination or decision establishing prices for Product that can be charged in countries where Governmental Authorities or their designees control, approve, recommend, decide, or otherwise determine the price of pharmaceutical products. \"Product\" means the FDA-approved oral formulation of TPOXX\u00ae (tecovirimat) for use in the Field, or any oral formulation of tecovirimat for use in the Field for which a Regulatory Authority grants Drug Approval to SIGA in a country or jurisdiction in the Territory.\n\n7\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n\"Promote\" or \"Promotion\" means to market, advertise, promote, offer for sale, or sell a product. \"Promotion Fee\" has the meaning set forth in Section 6.1(a). \"Purchase Order\" shall mean a written purchase order generated by MMT for Product to be delivered pursuant to Customer Contracts which includes the information set forth in Section 5.2(a). \"Quarterly Collected Revenue\" means Net Product Sales Amount that is collected during the applicable Calendar Quarter. \"Quarterly Payment\" has the meaning set forth in Section 6.2(a). \"Quarterly Report\" has the meaning set forth in Section 6.2(a). \"Regulatory Approval\" means, with respect to the Product in a particular country in the Territory, marketing authorization granted by the relevant Regulatory Authority permitting the marketing and sale of the Product in such country but excludes any and all Pricing Approvals and Reimbursement Approvals. \"Regulatory Authority\" means, in a particular country, the Governmental Authority with the authority to grant Regulatory Approval in such country. \"Regulatory Materials\" means any documentation comprising any regulatory application, submission, notification, communication, correspondence, proof of approval or license, registration, Regulatory Approval or other filing made to, received from or otherwise conducted with a Regulatory Authority to Develop, Manufacture, market, sell or otherwise Commercialize the Product in a particular country in the Territory. \"Reimbursement Approval\" means the approval, agreement, determination or decision regarding the prices for Product that can be reimbursed in jurisdictions where the applicable Pricing and Reimbursement Authority approves, determines or recommends the reimbursement of pharmaceutical products. \"Renewal Term\" has the meaning set forth in Section 11.1. \"Restricted Markets\" means, as applicable under Global Trade Control Laws, the Crimean Peninsula, Cuba, Iran, North Korea, and Syria. \"Restricted Party\" means any individual(s) or entity(ies) on any of the following (collectively referred to herein as the \"Restricted Party Lists\"): the list of sanctioned entities maintained by the UN; the Specially Designated Nationals List and the Sectoral Sanctions Identifications List, as administered by the U.S. Department of the Treasury Office of Foreign Assets Control; the U.S. Denied Persons List, the U.S. Entity List, and the U.S. Unverified List, all administered by the U.S. Department of Commerce; the entities subject to restrictive measures and the Consolidated List of Persons, Groups and Entities Subject to E.U. Financial Sanctions, as implemented by the E.U. Common Foreign & Security Policy; the List of Excluded Individuals / Entities, as published by the U.S. Health and Human Services - Office of Inspector General; any lists of prohibited or debarred parties established under the U.S. Federal Food Drug and Cosmetic Act; the list of Persons and entities suspended or debarred from contracting with the U.S. government; and similar lists of restricted parties maintained by the Governmental Authorities of the countries that have jurisdiction over the activities conducted under this Agreement.\n\n8\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n\"Restricted Party Lists\" has the meaning set forth in the definition of Restricted Party. [***] [***] [***] \"Rolling Forecast\" has the meaning set forth in Section 5.1(a). \"SEC\" has the meaning set forth in Section 10.4(d). \"Sell or Offer to Sell\" means actual negotiation of terms of purchase and contracting for sale of Product in the Field in the Territory. \"Selling Party\" has the meaning set forth in the definition of Net Product Sales Amounts. \"SIGA Indemnitees\" has the meaning set forth in Section 9.2. \"SIGA Intellectual Property\" means the SIGA Know-How, SIGA Trademarks, SIGA Patents and SIGA Inventions. \"SIGA Know-How\" means all Know-How that (a) is necessary or useful for the Development, Manufacture or Commercialization of the Product in the Field in the Territory and (b) (i) is Controlled by SIGA or its Affiliates as of the Effective Date or (ii) is or becomes Controlled by SIGA or its Affiliates during the Term. \"SIGA Patent\" means any Patent that (a) claims, generically or specifically, the Product, or the Manufacture or use of the Product in the Field (including its intermediates and relevant compounds) and (b)(i) is Controlled by SIGA or its Affiliates as of the Effective Date, which such Patents are set forth in Schedule 1 hereto, (ii) is Controlled by SIGA or its Affiliates during the Term and claims priority to the Patents Controlled by SIGA or its Affiliates as of the Effective Date, or (iii) is or becomes Controlled by SIGA or its Affiliates during the Term. \"SIGA Trademark\" means any Trademark that (a) is necessary for the Development, Manufacture or Commercialization of a Product in the Field in the Territory and (b) (i) is Controlled by SIGA or its Affiliates as of the Effective Date (which such Trademarks are set forth in Schedule 2 hereto) or (ii) is or becomes Controlled by SIGA or its Affiliates during the Term.\n\n9\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n\"SIGA's Auditor\" has the meaning set forth in Section 6.5. \"South Korea\" means South Korea, including all of its territories and possessions. \"Special Access Approval\" has the meaning set forth in Section 4.4(b). \"Supply Limitation\" has the meaning set forth in Section 5.4. \"Supply Terms\" means [***]. \"Term\" has the meaning set forth in Section 11.1. \"Territory\" means all countries and territories in the world other than (a) the U.S., (b) South Korea, (c) any Restricted Market, and (d) any Discontinued Country and, in the case of (a)-(c), each of their respective territories and possessions. \"Third Party\" means any Person other than SIGA or MMT or an Affiliate of either of them. \"Tier 1 Countries\" mean [***]. \"Tier 2 Countries\" mean [***]. \"Tier 3 Countries\" mean [***]. \"Tier Period\" has the meaning set forth in Section 4.2. \"Trademark\" means any trademark, service mark, trade name, brand name, sub-brand name, trade dress, product configuration, program name, product name, delivery form name, certification mark, collective mark, logo, tagline, slogan, design or business symbol, that functions as an identifier of source or origin, whether or not registered and all statutory and common law rights therein and all registrations and applications therefor, together with all goodwill associated with, or symbolized by, any of the foregoing. \"U.S.\" means the United States of America, including all of its territories and possessions. \"VAT\" has the meaning set forth in Section 6.8(c). \"Yearly Collected Revenue\" means Net Product Sales Amount that is collected during the applicable Calendar Year.\n\n10\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nARTICLE 2\n\nGRANT OF RIGHTS 2.1 Grant of Rights to MMT. (a) Grant to MMT. 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. (b) Sublicense Rights. 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). Each such subcontractor listed on Exhibit A attached hereto and any Affiliate or Third Party approved by SIGA as an MMT sublicensee pursuant to this Section 2.1(b) shall be deemed to be a \"Permitted Sublicensee\" for purposes of this Agreement. (c) Potential New Field. From time to time, MMT may request to expand the Field in a particular country in the Territory because it believes that there is an opportunity to Promote the Product in such new field (a \"Potential New Field\"). MMT shall make such request to SIGA in writing. SIGA will determine whether to approve such Potential New Field, based upon available information regarding the regulatory environment in such country for such Potential New Field, and whether SIGA will need to seek Regulatory Approval and Pricing Approval and Reimbursement Approval. The Parties shall discuss the Potential New Field in good faith and upon the mutual written agreement of the Parties to proceed with a Potential New Field in such country, such Potential New Field shall be deemed hereunder to be an \"Expanded Field\" for purposes of that country only in the Territory. 2.2 Negative Covenants. (a) MMT will not, and will not permit any of its Affiliates or sublicensees to, use or practice any SIGA Intellectual Property outside the scope of the licenses granted to it under Section 2.1. (b) SIGA will not, and will not permit any of its Affiliates or licensees to, Promote the Product in the Field in the Territory, except as set forth in Section 2.4. 2.3 Non-Compete Covenant. 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). Furthermore, [***].\n\n11\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n2.4 Retained Rights. Notwithstanding anything herein to the contrary, SIGA retains the right on behalf of itself and its Affiliates, licensees or any Third Parties to Develop, Manufacture, supply, distribute and otherwise Commercialize the Product in Field the Territory, except that SIGA may not Promote or Sell or Offer to Sell the Product in the Field in the Territory to any Third Party; provided that SIGA may, at its sole cost and discretion engage in promotional activities regarding (but not enter into any Customer Contracts in respect of) the Product in support of MMT's efforts to Promote or Sell and Offer to Sell the Product. 2.5 No Implied Licenses. Except as explicitly set forth in this Agreement, neither Party will be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party. For clarity, MMT acknowledges and agrees that SIGA has not granted any license to MMT hereunder to Develop or Manufacture the Product, and MMT does not have any right to Commercialize the Product, other than the license granted by SIGA to MMT to Promote the Product in the Field in the Territory as set forth in Section 2.1(a). 2.6 [***]. (a) [***]. ARTICLE 3\n\nGOVERNANCE 3.1 Joint Steering Committee. (a) Formation and Role. Within thirty (30) days after the Effective Date, the Parties will establish a joint steering committee (the \"JSC\") to govern the activities of the Parties with respect to the Promotion and Commercialization of the Product in the Field in the Territory pursuant to this Agreement. The role of the JSC is: [***] (b) Members. [***]. (c) Meetings. [***]. (d) Alliance Managers. [***]. (e) Decision Making. [***]. 3.2 Good Faith. In conducting themselves on any committees, each representative of either Party, including the chairperson, will consider diligently, reasonably and in good faith all input received from the other Party, and will use commercially reasonably efforts to reach consensus on all matters before them. In exercising any decision-making authority granted to it under this ARTICLE 3, each Party will conduct its discussions in good faith with a view toward operating for the mutual benefit of the Parties and in furtherance of the Commercialization and Promotion of the Product in the Field in the Territory. Notwithstanding anything to the contrary in this Agreement, neither Party nor any of their respective Affiliates will be required to take, or will be penalized for not taking, any action that is not in compliance with such Party's ethical business practices and policies or that such Party reasonably believes is not in compliance with Laws.\n\n12\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n3.3 Scope of Governance. The Parties agree not to share or discuss any Confidential Information beyond the scope of the collaboration contemplated by this Agreement. Each Party acknowledges and agrees that the JSC members and participants will receive Confidential Information in connection with their service on the JSC. Each Party will ensure that its JSC members and its non-voting observers and participants are informed that they should regard all JSC-related information as Confidential Information, and are subject to obligations of confidentiality and non-disclosure no less stringent than those set forth in ARTICLE 10. ARTICLE 4\n\nPROMOTION AND OTHER COMMERCIALIZATION 4.1 Promotion in the Territory. (a) [***] (b) MMT shall use Commercially Reasonable Efforts at its sole cost and expense to Promote the Product in the Field within the Territory in accordance with the then-current Business Plan; provided that MMT shall not Promote any Product within any Restricted Market or Discontinued Country. (c) MMT shall conduct all Promotion activities in accordance with applicable Laws, Pfizer policies and practices regarding advertising, marketing, promotional and other Product-specific communications, and the terms of this Agreement. MMT may prepare marketing, advertising, promotional materials and other communications relating to the Product for Promotion use in the Field in the Territory. All such materials shall be truthful and non-misleading, and in compliance with applicable Laws, and subject to review by SIGA through the JSC; provided that the final decision to use any approved materials will be at the sole discretion of MMT. (d) Subject to Section 4.2, SIGA shall provide reasonable assistance to MMT with respect to MMT's conduct of Promotion activities with respect to the Product in the Field in the Territory as specifically set forth in the Business Plan, including providing responses to medical inquiries communicated to MMT's sales representatives or other external-facing MMT representatives or received by MMT by letter, phone call or email or other means of communication, at MMT's sole cost and expense; provided, however, SIGA shall solely be responsible for the costs and expenses associated with the response to any medical inquiries.\n\n13\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n(e) MMT will provide appropriate (as determined by MMT in its sole discretion) training (including regarding compliance with applicable Laws) of the MMT Promotion Personnel who will be communicating with potential customers about the Product. (f) Subject to Section 13.6, MMT may not use any subcontractor that is not a Permitted Sublicensee to fulfill its obligations under this Agreement. 4.2 Diligence. Notwithstanding anything herein to the contrary, MMT's commitment to use Commercially Reasonable Efforts as set forth herein shall not preclude the suspension or discontinuance of the Promotion of the Product in the Field in a country within the Territory, if reasonably appropriate, based on the application of Commercially Reasonable Efforts with respect to the Promotion of the Product in such country. If MMT does not document in the Business Plan [***]the Product in the Field in a country in the Territory (\"[***]\") for a period of either (i) [***] calendar months after the Effective Date for Tier 1 Countries, (ii) [***] calendar months after the Effective Date for Tier 2 Countries or (iii) [***] calendar months after the Effective Date for Tier 3 Countries (each such time period set forth in (i)-(iii) being a \"Tier Period\"), then no later than [***] Business Days after the expiration the applicable Tier Period for such country, SIGA may provide MMT with written notice [***] non-[***] (a \"Non-[***] Notice\") in such country, and upon MMT's receipt of such Non-[***] Notice, such country shall be deemed to be a \"Discontinued Country\" for purposes of this Agreement. If [***], SIGA shall have the right to designate the applicable country as a Discontinued Country at any time thereafter as long as the relevant Tier Period [***] for the country has been met at the time of the Non-[***] Notice. SIGA hereby acknowledges and agrees that MMT and its Affiliates make (and have made) no representation or warranty, either express or implied, at law or in equity, that it will be able to successfully achieve any amount of Net Product Sales Amount, and SIGA specifically disclaims that it is relying upon or has relied upon any such representations or warranties that may have been made by any individual or entity. SIGA acknowledges and agrees that MMT and its Affiliates have, and will continue to have, other programs that may compete for resources that may be expended in the Promotion of the Product. 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. 4.3 Customer Contracts. (a) Subject to Section 2.4 and Section 4.3(b), MMT shall serve as the primary contracting party [***]. (b) [***].\n\n14\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n4.4 Regulatory Matters. (a) Subject to Sections 4.4(b) and (c) each Party, at its sole cost and expense, will be responsible for obtaining all regulatory authorizations, permits, licenses, and approvals required to carry out its obligations under this Agreement. (b) [***]. (c) MMT will provide SIGA with final copies of any marketing, advertising, promotional materials and other communications developed pursuant Section 4.1(c), and as soon as reasonably practicable thereafter, SIGA will be responsible for submitting on MMT's behalf such materials or other communications to seek to obtain any approvals necessary under applicable Law for the use of such materials in the Territory. (d) MMT will promptly notify SIGA, and shall provide SIGA with a copy, of any information it receives regarding any threatened or pending action, inspection or communication by or from any Third Party, including a Regulatory Authority, which may affect the regulatory status of the Product and will reasonably cooperate with SIGA in its response thereto. MMT may choose not to disclose communications, other than communications from Regulatory Authorities, to the extent that MMT's counsel reasonably believes that such disclosure to SIGA could violate applicable privacy laws or have a significant adverse impact on MMT's legal position or defense (including the loss of attorney-client privilege), in which case MMT shall promptly notify SIGA that it is exercising its right not to disclose. 4.5 Discontinued Countries. For clarity, notwithstanding anything to the contrary set forth herein, upon the designation of a country as a \"Discontinued Country\" under this Agreement, SIGA shall have the right to Promote the Product in the Discontinued Country at its sole discretion and cost. Upon designation of a country as a \"Discontinued Country\" in accordance with Section 4.2, MMT shall immediately cease all Promotional efforts related to the Product in such country, and SIGA shall have the sole right to Promote the Product in such Discontinued Country during and after the Term. ARTICLE 5\n\nFORECASTING AND ORDERING 5.1 Product Forecasts. (a) [***]. (b) [***]. 5.2 Purchase Orders. (a) [***]. [***]. [***].\n\n15\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n5.3 Delivery. [***]. 5.4 Supply Limitation. [***]. 5.5 Supply Penalties. [***]. 5.6 Adverse Event Reporting. MMT or its Affiliates will reasonably cooperate with SIGA to meet applicable pharmacovigilance and safety reporting requirements and in the event of a Product recall. To facilitate pharmacovigilance and safety reporting, the Parties agree that they will follow the procedures described in Schedule 3 Safety Reporting Requirements, which may be amended from time-to-time, to ensure that adverse event and other safety information is identified, reviewed, and reported in a manner that will permit SIGA to comply with applicable Laws, including any reporting requirements with any applicable Regulatory Authority. ARTICLE 6\n\nPAYMENTS 6.1 Promotion Fee. (a) 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 [***]. (b) In satisfaction of MMT's rights to the Promotion Fee, MMT shall retain from each payment to SIGA of the Quarterly Collected Revenue an amount equal to (i) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter so long as the total Net Product Sales Amounts in the Territory during the relevant Calendar Year are equal to or below [***] and (ii) [***] of the Quarterly Collected Revenue in the Territory during such Calendar Quarter where the total Net Product Sales Amounts in the Territory during the relevant Calendar Year exceeds [***] and (iii) any Credit Amounts. If the Net Product Sales Amounts in the Territory exceeds [***] during any Calendar Year after any Quarterly Payment has been made, MMT shall automatically accrue a credit of [***] (the \"Credit Amount\") (representing the additional [***] fee that MMT would be entitled to receive with respect to the first [***] of the Quarterly Collected Revenue as a result of total Net Product Sales Amounts in the relevant Calendar Year having [***]), which Credit Amount will be deducted from future payments of Quarterly Collected Revenue to SIGA until the full Credit Amount is retained by MMT.\n\n16\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n6.2 Payments. (a) Within [***] days after the conclusion of each Calendar Quarter to occur during the Term, commencing with the First Commercial Sale of the Product in the Field in the Territory, MMT shall deliver to SIGA a written report containing the following information (each a \"Quarterly Report\"): [***]. All such reports shall be considered Confidential Information of MMT. Concurrent with the delivery of the applicable Quarterly Report, MMT shall pay to SIGA in Dollars by wire transfer of immediately available funds into an account designated by SIGA in writing in advance of such payment the net result of Quarterly Collected Revenues, minus the corresponding Promotion Fee, and minus any applicable Credit Amount for such Calendar Quarter (all amounts as calculated in the Quarterly Report, and the payment of the net result being a \"Quarterly Payment\"). (b) Upon the expiration or termination of this Agreement, MMT shall submit a final written report covering the time period between the date of the last Quarterly Report submitted by MMT and the date of expiration or termination of this Agreement (the \"Final Report\"). The Final Report shall contain all information required to be included in a Quarterly Report with respect to the time period between the conclusion of the most recent Calendar Quarter and the date of expiration or termination of this Agreement. If MMT owes any outstanding amounts to SIGA as calculated pursuant to such Final Report, then MMT shall pay to SIGA in Dollars such outstanding amounts by wire transfer of immediately available funds into an account designated by SIGA in writing in advance of such payment within [***] days after delivery of the Final Report. If SIGA owes any amounts relating to any portion of any outstanding Credit Amounts or otherwise, then SIGA shall pay such outstanding amounts to MMT within [***] days after delivery of the Final Report. 6.3 Currency. All sums due under this Agreement shall be payable in Dollars. Any amounts in currencies other than Dollars shall, for purposes of determining Net Product Sales Amounts or Quarterly Collected Revenue, be converted to Dollars using the [***]. Once the Net Product Sales Amount or Quarterly Collected Revenue payable in respect of a particular Calendar Quarter has been converted into Dollars, such amount of Dollars shall be used for the purpose of calculating the total Net Product Sales Amount and Quarterly Collected Revenue during the Calendar Year that includes such Calendar Quarter. 6.4 Records. MMT will keep (and will ensure that its Affiliates and sublicensees keep) such records as are required to determine, in accordance with U.S. generally accepted accounting principles or international financial reporting standards, as applicable, and this Agreement and the sums or credits due under this Agreement, including Net Product Sales Amounts. MMT will retain all such books, records and accounts until the later of (a) [***] after the end of the period to which such books, records and accounts pertain and (b) the expiration of the applicable tax statute of limitations (or any extensions thereof), or for such longer period as may be required by Laws. MMT will require its sublicensees to provide to it a report detailing the foregoing expenses and calculations incurred or made by such sublicensee, which report will be made available to SIGA in connection with any audit conducted by SIGA pursuant to Section 6.5.\n\n17\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n6.5 Audits. 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. The foregoing right of review may be exercised only once per year and only once with respect to each periodic report and payment delivered in accordance with Section 6.2. Reports of the results of any such examination (each an \"Audit Report\") will be (a) limited to details of any discrepancies in MMT's records relating to the Product together with an explanation of the discrepancy and the circumstances giving rise to the discrepancy (b) made available to both Parties and (c) subject to ARTICLE 10. An Audit Report shall become final and binding on the Parties thirty (30) days following MMT's receipt thereof, unless MMT delivers written notice of its agreement thereto (in which case such Audit Report shall become final and binding on the date of delivery of such notice of agreement) or written notice of its disagreement thereto (\"Notice of Disagreement\") to SIGA in either case on or prior to such date. If a timely Notice of Disagreement is delivered by MMT to SIGA, then the Audit Report shall become final and binding on the Parties on the earlier of (i) the date MMT and SIGA resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement, and (ii) the date all matters in dispute are finally resolved in writing by the Independent Auditor. During the thirty (30) days following delivery of a Notice of Disagreement, MMT, SIGA and SIGA's Auditor shall seek to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. At the end of such thirty (30) day period, if no resolution has been reached, MMT and SIGA shall submit such dispute to an independent top four certified public accountant other than SIGA's Auditor and reasonably acceptable to both Parties (the \"Independent Auditor\") for resolution of all matters which remain in dispute which were included in the Notice of Disagreement, and the Independent Auditor shall make a final determination with respect thereto (with it being understood that the Parties will request that the Independent Auditor deliver to the Parties its resolution in writing not more than 30 days after its engagement). The Independent Auditor shall make a determination only with respect to the matters still in dispute and, with respect to each such matter, its determination shall be within the range of the dispute among MMT, SIGA and SIGA's Auditor. If an Audit Report as finally determined pursuant to this Section 6.5 (a \"Final Audit Report\") concludes that (i) additional amounts were owed by MMT, MMT will pay the additional amounts, or (ii) excess payments were made by MMT, SIGA will reimburse such excess payments, in either case ((i) or (ii)), within thirty (30) Business Days after the date on which an Audit Report is deemed a Final Audit Report. SIGA will bear the full cost of the performance of any such audit, including the fees of SIGA's Auditor and the Independent Auditor, unless a Final Audit Report, which covers the entire Calendar Year, discloses a variance to the detriment of the auditing Party of more than [***] from the amount of the original report, royalty or payment calculation, in which case MMT will bear the full cost of the performance of such audit. The results of such audit, including any determination made by the Independent Auditor, will be final, absent manifest error.\n\n18\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n6.6 Blocked Payment and Indemnification. If either Party utilizes a Restricted Party in the activities contemplated under this Agreement, without a license or other authorization required by Global Trade Control Laws or in circumstances where reimbursement by the non-utilizing Party would violate or create exposure to adverse consequences under Global Trade Laws, the non-utilizing Party shall not be responsible for any payments due to the utilizing Party or any other party resulting from the activities involving such Restricted Party even if the contractual obligation related thereto has already accrued. Any and all payments due to such utilizing Party or any other party resulting from such activity involving a Restricted Party shall be entirely at such utilizing Party's expense. Further, if the conduct of any activity or a transaction under this Agreement was in violation of applicable Global Trade Control Laws for any reason, such violating Party shall indemnify the other Party for any liability resulting from such activity or transaction, including any and all fines and penalties assessed to such other Party as a result of such activity or transaction. 6.7 Source of Recovery. Any outstanding amounts due and payable by SIGA pursuant to the terms of this Agreement, including reimbursements for Supply Penalties pursuant to Section 5.5 and any amounts owed to an MMT Indemnitee pursuant to SIGA's indemnification obligations in Section 9.1, at MMT's option, can be set-off by MMT from any Quarterly Payment until such amounts are fully recovered; provided that any amounts that are subject to a dispute properly brought under ARTICLE 12 may not be set-off pursuant to this Section 6.7. 6.8 Taxes. (a) Taxes on Income. Each Party will pay all taxes (including related interest and penalties) imposed on its share of income arising directly or indirectly from the efforts of, or the receipt or deemed receipt of any payment by, such Party under this Agreement. (b) Tax Withholding. Subject to Section 6.8(c) and Section 6.8(d), if any taxes (including related interest and penalties) are required to be withheld by or on behalf of MMT with respect to an amount payable to SIGA, (a) MMT will withhold such taxes from such amount, timely pay the withheld taxes to the proper taxing authority and furnish reasonably satisfactory proof of payment to SIGA; and (b) SIGA will reasonably assist MMT in its efforts to obtain a refund of or credit for such withholding tax in accordance with Section 6.8(c). Any amount actually withheld and remitted by MMT to a taxing authority pursuant to this Section 6.8(b) will be treated for all purposes of this Agreement as having been paid to SIGA. If MMT makes a payment without deduction for tax withholding and an amount of tax should have been withheld from such payment, MMT shall be entitled to recover the under withheld tax by an additional withholding from any amount payable to SIGA under this Agreement, and to the extent such recovery is insufficient, SIGA shall indemnify MMT for any such amount. No amount shall be withheld, or a reduced amount shall be withheld, as applicable, if, in accordance with Section 6.8(d), a Party that is entitled to a payment timely furnishes the other Party with the necessary tax forms and other documents prescribed by Laws, which shall be in a form reasonably satisfactory to the Party receiving the documents, identifying that the relevant payment is exempt from tax or subject to a reduced tax rate.\n\n19\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n(c) VAT. It is understood and agreed between the Parties that the amount of any payments contemplated under this Agreement are exclusive of any value added tax, sales tax or any similar tax (\"VAT\"), which shall be added thereon as applicable. Where VAT is properly added to a payment made under this Agreement, MMT or SIGA, as applicable, will pay the amount of the VAT, if applicable, but only on receipt of a valid tax invoice issued in accordance with applicable Law of the country in which the VAT is chargeable. (d) Tax Cooperation. The Parties agree to cooperate with one another and use reasonable efforts to reduce or eliminate tax withholding, VAT or similar obligations in respect of royalties, milestone payments, and other amounts payable under this Agreement. SIGA and MMT will provide each other with any applicable tax forms that may be reasonably necessary in order for the other Party not to withhold tax or to withhold tax at a reduced rate under an applicable income tax treaty or pursuant to applicable internal law. Each Party will provide the other with reasonable assistance to enable the recovery, as permitted by Law, of withholding taxes, VAT, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of MMT or SIGA, as applicable, to the extent it has complied with the requirements of this Section 6.8 in respect of such obligations. ARTICLE 7\n\nINTELLECTUAL PROPERTY 7.1 Ownership of SIGA Intellectual Property. Subject to the license granted to MMT under Section 2.1, SIGA shall own and retain all of its rights, title and interest in and to the SIGA Intellectual Property and the goodwill related to such Intellectual Property. 7.2 Intellectual Property Maintenance. SIGA shall control and be solely responsible for, at its sole discretion, the filing, preparation, prosecution, enforcement, maintenance and defense of the SIGA Intellectual Property worldwide and all claims and other aspects related thereto at SIGA's sole cost and expense, except as set forth in Section 7.3. 7.3 New Patents and Trademarks. For each Active Country, SIGA shall prosecute (a) applications in respect of any SIGA Patents listed on Schedule 1, and (b) trademark registrations for the SIGA Trademarks listed on Schedule 2 (or such other Trademark in respect of the Products as mutually agreed by the Parties at the JSC), in each case ((a) and (b)), with the appropriate Governmental Authorities, provided that there are no Trademarks which may be substantially similar or Patents which may limit patentability, and provided further, if SIGA determines that it is not commercially reasonable to prosecute such Patents and Trademarks, SIGA shall consult with MMT in respect of the appropriate prosecution strategy in such Active Country. For clarity, any new Patent or Trademark filed and/or registered, as applicable, by SIGA, pursuant to this Section 7.3 shall be deemed a SIGA Patent or a SIGA Trademark, respectively, and shall be subject to the grant of rights to MMT set forth in Section 2.1. SIGA's obligation to make the filings described in the first sentence of this Section 7.3 shall not apply with respect to an Active Country if the Product is sold in such Active Country pursuant to a Special Access Approval or other Regulatory Approval, without the need to file for SIGA Patents or SIGA Trademarks in such country.\n\n20\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nARTICLE 8\n\nREPRESENTATIONS AND WARRANTIES; COVENANTS 8.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as follows: (a) Corporate Existence. As of the Effective Date, it is a company or corporation duly organized, validly existing, and in good standing under the Laws of the jurisdiction in which it was incorporated or formed; (b) Corporate Power, Authority and Binding Agreement. As of the Effective Date, (i) it has the power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and (iii) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting or relating to the enforcement of creditors' rights generally, and general principles of equity; (c) No Conflict. The execution and delivery of this Agreement, the performance of such Party's obligations hereunder and the licenses and sublicenses to be granted pursuant to this Agreement (i) do not and will not conflict with or violate any requirement of Laws existing as of the Effective Date; (ii) do not and will not conflict with or violate the certificate of incorporation, by-laws or other organizational documents of such Party; and (iii) do not and will not conflict with, violate, breach or constitute a default under any contractual obligations of such Party or any of its Affiliates existing as of the Effective Date; (d) Other Rights. Neither such Party nor any of its respective Affiliates is a party to or otherwise bound by any oral or written contract or agreement that will result in any other Person obtaining any interest in, or that would give to any other Person any right to assert any claim in or with respect to, any of such Party's rights under this Agreement;\n\n21\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n(e) No Violation. Neither such Party nor any of its respective Affiliates is under any obligation to any Person, contractual or otherwise, that is in violation of the terms of this Agreement or that would impede the fulfillment of such Party's obligations hereunder; and (f) No Debarment. As of the Effective Date, neither such Party, its respective Affiliates, nor any of its respective employees, consultants or contractors involved in the performance of activities under this Agreement: (i) is debarred under Section 306(a) or 306(b) of the FD&C Act or by the analogous Laws of any Regulatory Authority; (ii) has, to such Party's knowledge, been charged with, or convicted of, any felony or misdemeanor within the ambit of 42 U.S. C. \u00a7\u00a7 1320a-7(a), 1320a-7(b)(l)-(3), or pursuant to the analogous Laws of any Regulatory Authority, or is proposed for exclusion, or the subject of exclusion or debarment proceedings by a Regulatory Authority; (iii) is excluded, suspended or debarred from participation, or otherwise ineligible to participate, in any U.S. or non-U.S. healthcare programs (or has been convicted of a criminal offense that falls within the scope of 42 U.S. C. \u00a71320a-7 but not yet excluded, debarred, suspended, or otherwise declared ineligible), or excluded, suspended or debarred by a Governmental Authority from participation, or otherwise ineligible to participate, in any government contract or program, including procurement or non-procurement programs; and (iv) is a Restricted Party or is owned or controlled by a Restricted Party. 8.2 Additional Representations, Warranties and Covenants of SIGA. SIGA represents and warrants to MMT as of the Effective Date, and covenants to MMT during the Term, as follows: (a) SIGA Patent Schedule. 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. (b) Title; Encumbrances. Except as set forth on Schedule 8.2(b), (i) it has sufficient legal or beneficial title, ownership or license, rights, free and clear from any mortgages, pledges, liens, security interests, options, conditional and installment sale agreements, encumbrances, charges or claims of any kind, of or to the SIGA Intellectual Property to grant the licenses to MMT as purported to be granted pursuant to this Agreement and (ii) no Third Party has taken any action before any patent and trademark office (or similar Governmental Authority), which would render any of the SIGA Intellectual Property invalid or unenforceable; (c) Notice of Infringement or Misappropriation; Non-Infringement of Rights by Third Parties. To SIGA's knowledge, no Third Party is infringing or misappropriating or has infringed the SIGA Intellectual Property. In addition, it has not received any notice from any Third Party asserting or alleging that (i) the Product or any SIGA Trademark has infringed or misappropriated the intellectual property rights of any Third Party or (ii) the performance of MMT's obligations under this Agreement infringes or would infringe any Third Party intellectual property rights;\n\n22\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n(d) Non-Infringement of Third Party Rights. To SIGA's knowledge, the Commercialization of the Product can be carried out as contemplated by this Agreement as of the Effective Date without infringing any issued patents or pending applications controlled by a Third Party and without infringing any Trademark rights of any Third Party. (e) Non-Assertion by Third Parties. No Third Party has asserted or threatened in writing legal action asserting, that the SIGA Patents or the SIGA Trademarks are invalid or unenforceable by challenging or threatening to challenge the inventorship, ownership, SIGA's right to use, scope, validity or enforceability of any SIGA Patent (including by way of example, through the institution or written threat of institution of interference, derivation, post-grant review, opposition, nullity or similar invalidity proceedings before any Governmental Authority); (f) No Proceeding. There are no pending, and to SIGA's knowledge, no threatened, adverse actions, claims, investigations, suits or proceedings against SIGA or any of its Affiliates, at law or in equity, or before or by any Governmental Authority, involving the SIGA Intellectual Property or the Product, nor to SIGA's knowledge has any such adverse action, claim, investigation, suit or proceeding been brought or threatened since the inception of SIGA as a company, in each case, which has been resolved in a manner that impairs any of SIGA's rights in and to any such SIGA Intellectual Property or the Product; (g) No Consents. No authorization, consent, approval of a Third Party, nor any license, permit, exemption of or filing or registration with or notification to any court or Governmental Authority is or will be necessary for the (i) valid execution, delivery or performance of this Agreement by SIGA, including SIGA's obligations under this Agreement; (ii) the consummation by SIGA of the transactions contemplated hereby and the rights conveyed to MMT hereunder; or (iii) prevention of the termination of any right, privilege, license or agreement relating to the SIGA Intellectual Property or the continuation thereof following the Effective Date; (h) No Non-Competition Agreements. Neither SIGA nor any of its Affiliates are bound by any non-competition agreements related to the Product; (i) Compliance with Laws. SIGA has complied with all Laws in connection with the prosecution of the SIGA Patents, including any duty of candor owed to any patent office pursuant to such Laws; (j) No Grant of Rights. As of the Effective Date, there are no rights with respect to the Product or the SIGA Trademarks in the Territory granted by SIGA, in each case, to any Person or entity other than MMT;\n\n23\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n(k) No Third Party Rights to Sublicense. 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. (l) No Unauthorized Use. Neither SIGA nor any of its Affiliates has received any written notice of any unauthorized use, infringement, or misappropriation by any Person, including any current or former employee or consultant of SIGA or its Affiliates, in respect of the Product or of any of the SIGA Intellectual Property; (m) Intellectual Property Rights. The SIGA Intellectual Property includes and will continue to include all intellectual property rights Controlled by SIGA which are reasonably necessary for the Commercialization of the Product in accordance with the terms of this Agreement. (n) Maintenance of SIGA Patent and Trademark Rights. SIGA will, at SIGA's sole discretion, diligently prosecute, maintain, enforce, and defend each of the SIGA Patents and the SIGA Trademarks reasonably necessary for the Commercialization of the Product in accordance with the terms of this Agreement. (o) SIGA Patents and Patent Applications. (i) 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; (p) SIGA Trademarks and Trademark Applications. (i) The SIGA Trademarks listed on Schedule 2 are the only Trademarks and Trademark applications relating to the Product in which SIGA has an interest either alone or jointly with any Third Party (other than applications made during the Term in accordance with Section 7.3), and (ii) to SIGA's knowledge none of the SIGA Trademarks are invalid or unenforceable; (q) Renewal and Maintenance Fees. All material renewal and maintenance fees due as of the Effective Date with respect to the prosecution and maintenance of the SIGA Patents and SIGA Trademarks have been paid, and to SIGA's knowledge, all issued patents within the SIGA Patents, and each claim set forth therein are in full force and effect and are valid and enforceable; (r) Access to Information. SIGA has allowed, and will continue to allow, MMT reasonable access to material information in SIGA's possession or Control (i) concerning side effects, injury, toxicity or sensitivity reaction and incidents or severity thereof with respect to the Product; and (ii) in respect of the SIGA Intellectual Property and the Product; (s) Inventors. 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;\n\n24\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n(t) Employee Confidentiality Agreements. All current and former employees and paid consultants (in the case of academic consultants, those acting outside the scope of their academic affiliation) of SIGA and its Affiliates who are or have been substantively involved in the conception, design, review, evaluation, reduction to practice, or Development of SIGA Patents or the Product have executed written contracts or are otherwise obligated to protect the confidential status and value thereof and to vest in SIGA exclusive ownership of the SIGA Patents and the Product; (u) Third Party Confidentiality. With the exception of the Government Authorities, to our knowledge, no Third Party has any SIGA Know-How in its possession or Control which is not subject to continuing obligations of confidentiality owed to SIGA or its Affiliates for at least the duration of the Term; provided that SIGA Know-How may be disclosed to Governmental Authorities without a continuing obligation of confidentiality owed to SIGA or its Affiliates if disclosed in connection with the Promotion of the Product hereunder or by SIGA outside of the Territory; (v) Safety and Efficacy. SIGA is not aware of any problems concerning the safety or efficacy of the Product (including any of its ingredients) or of any questions raised by any Regulatory Authority with respect thereto, and SIGA has provided relevant information to MMT of all adverse drug reactions known to SIGA relating to the Product or their use; (w) Good Practices. The Development and Manufacture of the Product has been carried out as of the Effective Date in accordance with United States GLP, GCP and GMP, as applicable and where required. After the Effective Date, the Development and Manufacture of the Product will be carried in accordance with the GLP, GCP and GMP of the United States and any country in the Territory where the Product has received Regulatory Approval, in all cases, as applicable and where required; and (x) Regulatory Matters. (i) SIGA has provided or made available, when requested by MMT to conduct its due diligence review, documents and communications in its possession from and to any Governmental Authority, or prepared by any Governmental Authority, related to the Product, that may bear on the compliance with the requirements of any Governmental Authority, including any notice of inspection, inspection report, warning letter, deficiency letter, or similar communication (collectively \"Compliance Communications\"); (ii) Neither SIGA nor any of its Affiliates has received, with respect to SIGA Intellectual Property and the Product, any oral or written communication (including any warning letter, untitled letter, or similar notices) from any Governmental Authority and, there is no action pending or, to SIGA's knowledge, threatened (including any prosecution, injunction, seizure, civil fine, suspension or recall), in each case alleging that with respect to the SIGA Intellectual Property or Product, SIGA or any of its Affiliates is not currently materially in compliance with any and all Laws implemented by such Governmental Authority (collectively, a \"Non-Compliance Action\"). Neither SIGA nor any of its Affiliates has received any oral or written notice from any Governmental Authority claiming that the Development, Commercialization or Promotion of the Product is not in material compliance with all Laws and permits;\n\n25\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n(iii) As to any Product, during the Term SIGA shall provide, or make available, to MMT copies of any (A) Compliance Communications within five (5) Business Days after provision to, or receipt from, any Governmental Authority and (B) Non-Compliance Action within five (5) Business Days after receipt from a Governmental Authority; except (in the cases of (A) and (B)) to the extent that SIGA's counsel reasonably believes that such disclosure to MMT could violate applicable privacy Laws or have a significant adverse impact on SIGA's legal position or defense (including the loss of attorney-client privilege). In the event that SIGA determines that disclosure could violate applicable privacy laws or have a significant adverse impact on its legal position or defense, SIGA shall promptly notify MMT that it is exercising its right not to disclose; and (iv) To SIGA's knowledge, none of SIGA, any of its Affiliates or any of their respective officers, employees or agents has made, with respect to the SIGA Intellectual Property or the Product, an untrue statement of a material fact to any Governmental Authority or has failed to disclose a material fact required to be disclosed to such Governmental Authority. 8.3 Additional Representations and Warranties of MMT. MMT represents and warrants to SIGA as of the Effective Date, and covenants to SIGA during the Term, as follows: (a) With respect to each country in the Territory in which MMT Promotes or intends to Promote the Product, if MMT knows or becomes aware that Governmental Authorities in such country cannot purchase the Product unless the Product has received Regulatory Approval in such country, then MMT shall promptly notify SIGA of such requirement; and (b) With respect to each country in the Territory, MMT has not received, any oral or written communication relating to the Products or the Promotion of the Products contemplated by this Agreement (including any warning letter, untitled letter, or similar notices) from any Governmental Authority in such country and, there is no action pending or, to MMT's knowledge, threatened (including any prosecution, injunction, seizure, civil fine, suspension or recall), in each case alleging that MMT is not currently materially in compliance with any and all Laws implemented by such Governmental Authority that would materially impact MMT's ability to perform its obligations hereunder in such country.\n\n26\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n8.4 Covenants. (a) No Debarment or Restricted Party. Neither Party will knowingly use any employee, consultant, contractor or agent or knowingly engage in Promotion, Commercialization, or distribution of Product to any entity or Person: (i) who has been debarred under Section 306(a) or 306(b) of the FD&C Act or pursuant to the analogous Laws of any Regulatory Authority; (ii) who, to such Party's knowledge, has been charged with, or convicted of, any felony or misdemeanor within the ambit of 42 U.S.C. \u00a7\u00a7 1320a-7(a), 1320a-7(b)(l)-(3), or otherwise pursuant to the analogous Laws of any Regulatory Authority, or is proposed for exclusion, or the subject of exclusion or debarment proceedings by a Regulatory Authority, during the employee's or consultant's employment or contract term with such Party; (iii) who is excluded, suspended or debarred from participation, or otherwise ineligible to participate, in any U.S. or non- U.S. healthcare programs (or who has been convicted of a criminal offense that falls within the scope of 42 U.S. C. \u00a71320a-7 but has not yet been excluded, debarred, suspended, or otherwise declared ineligible); (iv) who is excluded, suspended or debarred by a Governmental Authority from participation, or otherwise ineligible to participate, in any government contract or government program, including procurement and non-procurement programs; or (v) who is otherwise a Restricted Party. (b) Each Party will conduct appropriate screening of employees, consultants, contractors or agents that perform services on behalf of such Party under this Agreement against the relevant Restricted Party Lists. Each Party will notify the other Party promptly, but in no event later than five (5) Business Days, upon becoming aware that any of its employees, consultants, contractors or agents has been excluded, debarred, suspended or is otherwise ineligible, or is the subject of exclusion, debarment or suspension proceedings by any Regulatory Authority. Notwithstanding the foregoing, each Party will notify the other Party immediately in the event that any employee, consultant, contractor or agent performing services on behalf of such Party under this Agreement becomes a Restricted Party during the Term and, in such event, the Parties shall immediately suspend all activities relating thereto, including the performance of any accrued obligations under this Agreement or any Customer Contract. (c) Compliance. (i) Health Authorities. Each Party and its Affiliates will comply in all material respects with all Laws in the Development, Manufacture, Promotion and Commercialization of the Product and the performance of its obligations under this Agreement, including where applicable the statutes, regulations and written directives of the FDA, the EMA, and any Regulatory Authority having jurisdiction in the Territory, and all applicable Anti-Corruption Laws.\n\n27\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n(ii) Anti-Corruption. In connection with the performance of its obligations under this Agreement, neither Party, including its officers, directors, employees, or agents, has taken, nor will either Party take during the Term, any direct or indirect action to knowingly (i) offer, promise, provide, or authorize the offer or provision of money or anything of value, in order to improperly or corruptly seek to influence any official, employee, or representative of a Governmental Authority or any other Person in order to obtain or retain business or any other improper business advantage, (ii) request or accept any such improper payment, (iii) establish or maintain any unlawful fund of corporate monies or other properties, (iv) use any corporate funds for any illegal contributions, gifts, entertainment, travel or other unlawful expenses, or (v) cause a violation of any applicable Anti-Corruption Law. For illustrative purposes only, an example of the activities described in the second sentence of this Section 8.4(c) would be to knowingly provide any improper inducement for a Government Official or other Person to approve, reimburse, prescribe, or purchase the Product, to influence the outcome of a clinical trial, or otherwise to benefit a Party's or its Affiliates' business activities improperly. (iii) Trade Controls. (A) Each Party will perform the activities under this Agreement in compliance with all applicable Global Trade Control Laws. (B) Neither Party will knowingly transfer to the other Party any goods, software, technology, or services that are (a) controlled at a level other than EAR99 under the U.S. Export Administration Regulations, (b) controlled under the U.S. International Traffic in Arms Regulations, (c) specifically identified as an E.U. Dual Use Item or (d) on an applicable export control list of a foreign country. (C) The Parties acknowledge that activities under this Agreement will not (i) be in or with a Restricted Market, (ii) involve individuals ordinarily resident in a Restricted Market, or (ii) include companies, organizations, or Governmental Authorities organized or located in a Restricted Market. (d) No Violation. Neither Party nor any of its Affiliates will enter into an agreement or otherwise create any obligation to any Person or entity, contractual or otherwise, that is in material violation of the terms of this Agreement. (e) Third Party Confidentiality. SIGA will use Commercially Reasonable Efforts to (i) maintain the confidentiality of the SIGA Know-How, and (ii) ensure that no Third Party has any SIGA Know-How in its possession or Control which is not subject to continuing obligations of confidentiality owed to SIGA or its Affiliates for at least the duration of the Term; provided that SIGA Know-How may be disclosed to Governmental Authorities without a continuing obligation of confidentiality owed to SIGA or its Affiliates if disclosed in connection with the Promotion of the Product.\n\n28\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n8.5 No Other Representations or Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR NON-MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, ARE MADE OR GIVEN BY OR ON BEHALF OF EITHER PARTY, AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED. ARTICLE 9\n\nINDEMNIFICATION 9.1 Indemnification by SIGA. SIGA will, at its sole expense, defend, indemnify, and hold MMT and its Affiliates and their respective officers, directors, shareholders, owners, employees, agents and representatives (the \"MMT Indemnitees\") harmless from and against any and all, damages, losses, liabilities, taxes, costs, expenses (including court costs and reasonable attorneys' fees and expenses) and recoveries (collectively, \"Losses\") to the extent arising out of or resulting from any claims, suits, proceedings or demands of Third Parties (including, for the avoidance of doubt, Governmental Authorities) (\"Claims\"), arising from or occurring as a result of (a) allegations that the Product and /or the SIGA Intellectual Property infringes any Third Party intellectual property rights, (b) SIGA's failure to comply with any Regulatory Approval requirements of Regulatory Authorities in the Territory with respect to the Product, (c) product liability claims arising from SIGA's Development, Manufacture or Commercialization of the Product, (d) the breach of any of SIGA's obligations under this Agreement, including SIGA's representations and warranties, covenants and other agreements, (e) any breach by SIGA of any obligation that MMT has delegated or otherwise appointed SIGA to perform under a Customer Contract and SIGA has agreed to such delegation or appointment in writing, including a failure to supply the Product to Customers pursuant to the terms of this Agreement and/or any Customer Contract or (f) the willful misconduct or gross negligence of SIGA, its Affiliates, or the officers, directors, employees, agents or representatives of SIGA or its Affiliates in connection with performance by or on behalf of SIGA of SIGA's obligations or exercise of SIGA's rights under this Agreement. The foregoing indemnity obligation will not apply (i) to the extent that (x) the MMT Indemnitees fail to comply with the indemnification procedures set forth in Section 9.3 and SIGA's defense of the relevant Claims is prejudiced by such failure or (y) such Claims arise out of or result from the gross negligence or willful misconduct of MMT or its Affiliates or the officers, directors, employees, agents or representatives of MMT or its Affiliates, or breach by MMT of its representations, warranties or covenants or any other obligation of MMT hereunder; or (ii) to Claims for which MMT has an obligation to indemnify SIGA pursuant to Section 9.2, as to which Claims each Party will indemnify the other to the extent of its respective liability for such Claims, provided, for clarity, notwithstanding the provisions of Section 9.2(a) or (b), SIGA shall in all cases be solely responsible for any Claims relating to matters described in Section 9.1(c) and (e).\n\n29\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n9.2 Indemnification by MMT. MMT will, at its sole expense, defend, indemnify, and hold SIGA and its Affiliates and their respective officers, directors, shareholders. owners, employees, agents and representatives (the \"SIGA Indemnitees\") harmless from and against any and all Losses to the extent arising out of or resulting from any Claims arising from or occurring as a result of (a) the breach of any of MMT's obligations under this Agreement, including MMT's representations and warranties, covenants and other agreements, (b) subject to Section 9.1(e) any breach by MMT under any Customer Contract, including MMT's representations and warranties, covenants and other agreements, or the failure to comply with this Agreement, or (c) the willful misconduct or gross negligence of MMT, its Affiliates, or the officers, directors, employees, agents or representatives of MMT or its Affiliates in connection with performance by or on behalf of MMT of MMT's obligations or exercise of MMT's rights under this Agreement. The foregoing indemnity obligation will not apply (i) to the extent that (x) the SIGA Indemnitees fail to comply with the indemnification procedures set forth in Section 9.3 and MMT's defense of the relevant Claims is prejudiced by such failure or (y) such Claims arise out of or result from the gross negligence or willful misconduct of SIGA or its Affiliates or the officers, directors, employees, agents or representatives of SIGA, or any breach by SIGA of its representations, warranties or covenants hereunder; or (ii) to Claims for which SIGA has an obligation to indemnify MMT pursuant to Section 9.1, as to which Claims each Party will indemnify the other to the extent of its respective liability for such Claims. 9.3 Indemnification Procedures. The Party claiming indemnity under this ARTICLE 9 (the \"Indemnified Party\") shall give written notice to the Party from whom indemnity is being sought (the \"Indemnifying Party\") promptly after becoming aware of a Claim for which indemnity may be sought hereunder (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Claim for which indemnity may be sought as provided in this Section 9.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except that in no event shall the Indemnifying Party be liable for any Losses that result from any delay in providing such notice). The Indemnified Party will provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party's reasonable expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall assume and conduct the defense of the Claim and may so defend any such Claim with counsel of its choosing. The Indemnifying Party will not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money by the Indemnifying Party. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party will not settle or compromise any such Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (a) the Indemnified Party may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party will remain responsible to indemnify the Indemnified Party as provided in this ARTICLE 9. The assumption of the defense by the Indemnifying Party will not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify the Indemnified Party with respect to such Claim, nor will it constitute a waiver by the Indemnifying Party of any defenses it may assert against the Indemnified Party's claim for indemnification.\n\n30\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n9.4 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. MMT and SIGA shall maintain such insurance throughout the Term, and shall from time to time provide copies of certificates of such insurance the other Party upon request. 9.5 Limitation of 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, [***]. ARTICLE 10\n\nCONFIDENTIALITY 10.1 Confidentiality. Each Party agrees that, during the Term and for a period of [***] years thereafter, such Party and its Affiliates will keep confidential and will not publish or otherwise disclose and will not use for any purpose other than as provided for in this Agreement (which includes the exercise of any rights or the performance of any obligations hereunder) any Confidential Information furnished to it or its Affiliates by the other Party or its Affiliates pursuant to this Agreement, except to the extent expressly authorized by this Agreement or as otherwise agreed to in writing by the Parties; provided, however, that the confidentiality and non-use obligations imposed by this Agreement with respect to trade secrets included in an item of Confidential Information will continue for as long as the disclosing Party continues to treat such Confidential Information as a trade secret. The foregoing confidentiality and non-use obligations do not apply to any portion of the other Party's Confidential Information that the receiving Party can demonstrate by competent written proof:\n\n31\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n(a) was already known to the receiving Party or its Affiliate, other than under an obligation of confidentiality hereunder, at the time of disclosure by the other Party or any of its Affiliates; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party or any of its Affiliates; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party or any of its Affiliates in breach of this Agreement; (d) was disclosed to the receiving Party or any of its Affiliates by a Third Party who had a legal right to make such disclosure and who did not obtain such information directly or indirectly from the other Party or any of its Affiliates; or (e) was independently discovered or developed by the receiving Party or any of its Affiliates without access to or aid, application or use of the other Party's Confidential Information, as evidenced by a contemporaneous writing. 10.2 Authorized Disclosure. Notwithstanding the obligations set forth in Section 10.1, either Party or its respective Affiliates may disclose the other Party's Confidential Information and the terms of this Agreement to the extent: (a) such disclosure is reasonably necessary (i) for the filing or prosecuting of Patent or Trademark rights as contemplated by this Agreement; (ii) to comply with the requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Product; or (iii) for prosecuting or defending litigation as contemplated by this Agreement; (b) such disclosure is reasonably necessary to its officers, directors, employees, agents, consultants, contractors, licensees, sublicensees, attorneys, accountants, lenders, insurers, shareholders, or licensors on a need-to-know basis for the sole purpose of performing its obligations or exercising its rights under this Agreement; provided that in each case, the disclosees are bound by obligations of confidentiality and non-use no less stringent than those contained in this Agreement; (c) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship with the disclosing Party; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use having a minimum term of two (2) years; or\n\n32\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n(d) such disclosure is reasonably necessary to comply with Laws, including regulations promulgated by applicable security exchanges, court order, administrative subpoena or other order. Notwithstanding the foregoing, if either Party or any of its respective Affiliates is required to make a disclosure of the other Party's Confidential Information pursuant to Section 10.2(a) or 10.2(d), such Party will promptly notify the other Party of such required disclosure and, upon the other Party's request, such Party and its Affiliates will use reasonable efforts to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the required disclosure at the non-disclosing Party's sole cost. 10.3 Technical Publication. Upon request, SIGA will provide to MMT publications, and other forms of public disclosure such as abstracts and presentations, of results of studies carried out to the extent they relate to the Product and are not protected by a confidentiality agreement with a Third Party, in each case, as soon as reasonably practicable after such disclosure. 10.4 Publicity; Terms of Agreement. (a) The Parties agree that the material terms of this Agreement are the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in this Section 10.4. (b) SIGA may make a public announcement of the execution of this Agreement in the form attached as Exhibit C, which will be issued on or promptly after the Effective Date. (c) If either Party or its Affiliates desires to make a public announcement concerning the material terms of this Agreement such Party will give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein), such approval not to be unreasonably withheld. A Party commenting on such a proposed announcement will provide its comments, if any, within five (5) Business Days after receiving the announcement for review, or such shorter period as may be reasonably required in order for the proposing Party to comply with any applicable deadline for making such announcement (as such deadline is communicated by the proposing Party to the commenting Party). In addition, where required by Laws or sought by either Party, including regulations promulgated by applicable security exchanges, such Party or its Affiliates may make a press release announcing the achievements of any material event with respect to this Agreement or the Parties' performance thereof, subject only to the review procedure set forth in the preceding sentence; provided that the review period will be reduced to two (2) Business Days (or such shorter period as may be reasonably required in order for the proposing Party to comply with any applicable deadline for making such press release, as such deadline is communicated by the proposing Party to the commenting Party) if the deadline for making such disclosure is five (5) or fewer Business Days after such achievement or event. In relation to the other Party's review of such an announcement, such other Party may make specific, reasonable comments on such proposed press release within the prescribed time for commentary, but will not withhold, condition, or delay its consent to disclosure of the information. Neither Party nor their respective Affiliates are required to seek the permission of the other Party to repeat any information regarding the terms of this Agreement that has already been publicly disclosed by such Party or its Affiliate, or by the other Party or its Affiliate, in accordance with this Section 10.4, if such information remains accurate as of such time.\n\n33\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n(d) The Parties acknowledge that either or both Parties may be obligated to file under Laws a copy of this Agreement with the U.S. Securities and Exchange Commission (\"SEC\") or other Governmental Authorities. Each Party will make such a required filing and will request confidential treatment of the commercial terms and sensitive technical or other competitively sensitive terms hereof and thereof to the extent such confidential treatment is available to such Party or file redacted versions of such terms as permitted by the SEC. In the event of any such filing, the filing Party will provide the other Party with a copy of this Agreement marked to show the provisions for which such Party intends to seek confidential treatment and will reasonably consider and incorporate the other Party's comments thereon to the extent consistent with the legal requirements, with respect to the filing Party, governing disclosure of material agreements and material information that must be publicly filed. 10.5 Prior Confidentiality Agreements. Any prior confidentiality agreements between the Parties are hereby superseded by this Agreement. Additionally, all information disclosed by a Party or its Affiliates to the other Party or its Affiliates pursuant to any prior confidentiality agreements shall be deemed to be such Party's Confidential Information disclosed hereunder and the confidentiality, non-use and non-disclosure obligations set forth in this ARTICLE 10 will apply to the receiving Party, its Affiliates and disclosees. If any such obligations conflict with the obligations set forth in any prior confidentiality agreements, then the receiving Party, its Affiliates and disclosees will comply with the more stringent obligations. 10.6 Return of Confidential Information. Except as otherwise set forth in this Agreement, upon termination of this Agreement, the receiving Party shall promptly return, or upon request of the disclosing party destroy and provide written certification of such destruction, all of the disclosing Party's Confidential Information, including all reproductions and copies thereof in any medium, except that the receiving Party may retain a reasonable number of archival copies as may be required by Law or its reasonable standard document retention policies. 10.7 Unauthorized Use. If either Party becomes aware or has knowledge of any unauthorized use or disclosure of the other Party's Confidential Information, it will promptly notify the other Party in writing of such unauthorized use or disclosure. 10.8 Exclusive Property. All Confidential Information is the sole and exclusive property of the disclosing Party and the permitted use thereof by the receiving Party for purposes of its performance hereunder will not be deemed a license or other right of the receiving Party to use any such Confidential Information for any other purpose.\n\n34\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nARTICLE 11\n\nTERM AND TERMINATION 11.1 Term. 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\"). 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. 11.2 Termination for Cause. (a) This Agreement may be terminated by either Party on country-by-country basis, or in its entirety, upon [***] days prior written notice at any time during the Term by giving written notice to the other Party in the event that such other Party has committed a material breach of its obligations under this Agreement with respect to such country(ies) or the Agreement in its entirety, as applicable, and such material breach remains uncured for [***] days from the date of such notice. (b) Either Party may terminate this Agreement in its entirety immediately by written notice if the other Party (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) makes a general assignment for the benefit of its creditors, (iii) commences a voluntary case under the Bankruptcy Code of any country, (iv) files a petition seeking to take advantage of any Laws relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fails to controvert in a timely and appropriate manner, or acquiesces in writing to, any petition filed against it in any involuntary case under the Bankruptcy Code of any country, (vi) takes any corporate action to effect any of the foregoing, (vii) has a proceeding or case commenced against it in any court of competent jurisdiction, seeking (A) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (B) the appointment of a trustee, receiver, custodian, liquidator or the like of all or any substantial part of its assets, or (C) similar relief under the Bankruptcy Code of any country, or an order, judgment or decree approving any of the foregoing is entered and continues unstayed for a period of sixty (60) days, or (viii) has an order for relief against it entered in an involuntary case under the Bankruptcy Code of any country. (c) SIGA may immediately terminate this Agreement on a country-by-country basis on notice to MMT if SIGA receives any information that it in good faith determines to be evidence of an actual breach by MMT or its Affiliates of Section 8.4(c)(ii) in such country. In the event of such termination, SIGA shall have no liability to MMT for any charges, fees, reimbursements, or other compensation or claims under this Agreement with respect to such country, including for services previously performed.\n\n35\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n11.3 Termination Upon Certain Changes of Control. [***]. 11.4 Termination for Failure to [***]. SIGA may terminate this Agreement immediately upon written notice to MMT if MMT does not, in accordance with the provisions of Section 2.3, notify SIGA in writing [***]. 11.5 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. 11.6 Effect of Termination. Upon termination of this Agreement pursuant to this ARTICLE 11, for all Customer Contracts then in force in the Territory, MMT shall either (i) promptly exercise its rights to terminate such Customer Contracts pursuant to termination rights accruing from the occurrence of a termination of this Agreement or otherwise or (ii) upon timely written request of SIGA, use Commercially Reasonable Efforts to assign any Customer Contract identified in such notice then in force to SIGA. SIGA shall be solely responsible for all costs and expenses incurred under or in connection with the assignment of a Customer Contract to SIGA pursuant to clause (ii) of this Section 11.6. All costs, penalties or other expenses incurred under or in connection with any Customer Contract as a result of MMT's termination of a Customer Contract pursuant to clause (i) of this Section 11.6 shall be the responsibility of the Party terminating this Agreement, provided that in the event of a termination under Section 11.2, such costs shall be the responsibility of the non-terminating Party. 11.7 Survival. Termination or expiration of this Agreement will not affect rights or obligations of the Parties under this Agreement that have accrued before the date of termination or expiration, including any accrued obligations relating to the delivery of the Product pursuant to ARTICLE 5. Notwithstanding anything to the contrary, the following provisions will survive any expiration or termination of this Agreement: Section 5.6 (Adverse Event Reporting), Section 7.1 (Ownership of SIGA Intellectual Property), ARTICLE 1 (Definitions), ARTICLE 6 (Payments) (solely with respect to accrued payment obligations as of the date of termination or expiration of this Agreement), ARTICLE 9 (Indemnification), ARTICLE 10 (Confidentiality), ARTICLE 11 (Term and Termination), ARTICLE 12 (Dispute Resolution) and ARTICLE 13 (Miscellaneous). ARTICLE 12\n\nDISPUTE RESOLUTION 12.1 Executive Officer Resolution. Except with respect to disputes arising from the delivery of an Audit Report which disputes shall be governed by the terms of Section 6.6, if any dispute or disagreement arises between the Parties in respect of this Agreement, to the extent not resolved by the JSC: (a) The Party claiming that such a dispute exists will give notice in writing to the other Party of the nature of the dispute (a \"Notice of Dispute\").\n\n36\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n(b) Within thirty (30) days of receipt of a Notice of Dispute, the Parties' Executive Officers will meet and confer in person or by teleconference and at this meeting will use their reasonable efforts to resolve such dispute. (c) If, within a further period of thirty (30) days, or in any event within sixty (60) days of initial receipt of the Notice of Dispute, the dispute has not been resolved, or if, for any reason, the meeting described in Section 12.1(b) has not been held within sixty (60) days of initial receipt of the Notice of Dispute, then the Parties agree that either Party may initiate litigation to resolve such dispute. (d) Notwithstanding any provision of this Agreement to the contrary, either Party may immediately seek preliminary, temporary or permanent injunctive and other equitable relief in any court of competent jurisdiction to (i) prevent or curtail any actual or threatened breach of this Agreement that is reasonably likely to cause it irreparable harm or (ii) enforce its rights under this Agreement. 12.2 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. 12.3 Jurisdiction. Each Party to this Agreement hereby (a) irrevocably submits to the exclusive jurisdiction of the state courts of the State of New York or the United States District Court for the Southern District of New York for the purpose of any and all actions, suits or proceedings arising in whole or in part out of, related to, based upon or in connection with this Agreement or the subject matter hereof, (b) waives to the extent not prohibited by Law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) agrees not to commence any such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of forum non conveniens or otherwise. 12.4 NO JURY TRIAL. 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.\n\n37\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nARTICLE 13\n\nMISCELLANEOUS 13.1 Entire Agreement; Amendment. This Agreement, including the Schedules and Exhibits hereto, together with the confidentiality agreements referenced in Section 10.5, and any other documents delivered pursuant hereto or thereto, sets forth the complete, final and exclusive agreement and all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties hereto and thereto and their Affiliates with respect to the subject matter hereof and supersedes, as of the Effective Date, all prior and contemporaneous agreements and understandings between the Parties with respect to the subject matter hereof. There are no covenants, promises, agreements, warranties, representations, conditions or understandings, either oral or written, between the Parties with respect to the subject matter of this Agreement other than as are set forth in this Agreement. No subsequent alteration, amendment, change or addition to this Agreement will be binding upon the Parties unless reduced to writing and signed by an authorized officer of each Party. 13.2 Force Majeure. Both Parties will be excused from the performance of their obligations under this Agreement to the extent that such performance is prevented by force majeure and the non-performing Party promptly provides notice of the prevention to the other Party. Such excuse will continue for so long as the condition constituting force majeure continues and the non-performing Party takes reasonable efforts to remove the condition. For purposes of this Agreement, force majeure includes conditions beyond the control of the Parties, including an act of God, war, civil commotion, terrorist act, epidemic, failure or default of public utilities or common carriers, destruction of production facilities or materials by fire, earthquake, and storm or like catastrophe. Notwithstanding the foregoing, a Party will not be excused from making payments owed hereunder because of a force majeure affecting such Party. If a force majeure persists for more than sixty (60) days, then the Parties will discuss in good faith the modification of the Parties' obligations under this Agreement to mitigate the delays caused by such force majeure. 13.3 Notices. Any notice required or permitted to be given under this Agreement will be in writing, will specifically refer to this Agreement, and will be addressed to the appropriate Party at the address specified below or such other address as may be specified by such Party in writing in accordance with this Section 13.3, and will be deemed to have been given for all purposes (a) when received, if hand-delivered or sent by email with non-automated confirmed read receipt or a reputable courier service, or (b) five (5) Business Days after mailing, if mailed by first class certified or registered airmail, postage prepaid, return receipt requested. If to SIGA: SIGA Technologies, Inc. 31 East 62nd Street, 5t h Floor New York, NY 10065 Attn: General Counsel\n\n38\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nWith copies to (which will not constitute notice): Lily Wound, Esq. WilmerHale 7 World Trade Center 250 Greenwich Street New York, NY 10007 Email: lily.wound@wilmerhale.com If to MMT: Meridian Medical Technologies, Inc. 6350 Stevens Forest Road, Suite 301 Columbia, Maryland 21046 Attn: General Manager With a copy to: Legal Department\n\nWith a copy to (which will not constitute notice): Arnold & Porter Kaye Scholer LLP 250 West 55t h Street New York, NY 10019-9710 Attn: Lowell Dashefsky and Eric Rothman Email: lowell.dashefsky @arnoldporter.com and eric.rothman@arnoldporter.com\n\n13.4 No Strict Construction; Interpretation; Headings. The language in this Agreement is to be construed in all cases according to its fair meaning. Except where the context otherwise requires, wherever used, the singular includes the plural, the plural the singular, the use of any gender applies to all genders. The word \"or\" is used in the disjunctive sense and the word \"and\" is used in the conjunctive sense. The captions of this Agreement are for convenience of reference only and in no way define, describe, extend, or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. The term \"including,\" \"include,\" or \"includes\", whether or not followed by \"without limitation\" or \"including, but not limited to,\" or words of similar import, shall be construed to mean in each case including, without limiting the generality of any description preceding such term. The Parties agree that no meaning should be inferred about the use of \"without limitation\" or \"including, but not limited to\" in some instances but not others. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document will be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (ii) any reference to any Laws will be construed as referring to such Laws as from time to time enacted, repealed or amended, (iii) any reference to any Person will be construed to include the Person's successors and permitted assigns, (iv) the words \"herein\", \"hereof\" and \"hereunder\", and words of similar import, will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (v) any reference to the words \"mutually agree\" or \"mutual written agreement\" will not impose any obligation on either Party to agree to any terms relating thereto or to engage in discussions relating to such terms except as such Party may determine in such Party's sole discretion, (vi) all references to Sections, Exhibits or Schedules will be construed to refer to Sections, Exhibits and Schedules to this Agreement, (vii) the word \"days\" means calendar days and the word \"month\" means calendar month unless otherwise specified, (viii) the words \"copy\" and \"copies\" and words of similar import when used in this Agreement include, to the extent available, electronic copies, files or databases containing the information, files, items, documents or materials to which such words apply, and (ix) any reference \"dollar\", \"dollars\" or \"$\" will be construed to refer to U.S. dollars. The headings of each Article and Section in this Agreement have been inserted for convenience of reference only and are not intended to limit or expand on the meaning of the language contained in the particular Article or Section. Each Party represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption will apply against the Party which drafted such terms and provisions.\n\n39\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n13.5 Assignment. Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment without the other Party's consent to its Affiliates or to a Third Party successor of, or transferee to, assets of such Party to which this Agreement relates, whether in a merger, sale of stock, sale of assets or other transaction. Any successor or assignee of rights or obligations permitted hereunder will, in writing to the other Party, expressly assume performance of such rights or obligations. Any permitted assignment will be binding on the successors of the assigning Party. 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. 13.6 Performance by Affiliates. Subject to Section 2.1(b), each Party may discharge any obligations and exercise any right hereunder through any of its Affiliates. Each Party hereby guarantees the performance by its Affiliates of such Party's obligations under this Agreement, and will cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Any breach by a Party's Affiliate of any of such Party's obligations under this Agreement is a breach by such Party, and the other Party may proceed directly against such Party without any obligation to first proceed against such Party's Affiliate. 13.7 Further Assurances and Actions. Each Party, upon the request of the other Party, whether made before or after the Effective Date and without further consideration, will do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged or delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney, instruments and assurances as may be reasonably necessary to effect complete consummation of the transactions contemplated by this Agreement, and to do all such other acts, as may be necessary or appropriate to carry out the purposes and intent of this Agreement. The Parties agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary to consummate or implement expeditiously the transactions contemplated by this Agreement.\n\n40\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n13.8 Severability. Each of the provisions contained in this Agreement will be severable, and the unenforceability of one will not affect the enforceability of any others or of the remainder of this Agreement. If any one or more of the provisions of this Agreement, or the application thereof in any circumstances, is held to be invalid, illegal, or unenforceable in any respect for any reason, the Parties will negotiate in good faith with a view to the substitution therefor of a suitable and equitable solution to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid provision; provided, however, that the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions of this Agreement will not be in any way impaired thereby, it being intended that all of the rights and privileges of the Parties hereto will be enforceable to the fullest extent permitted by Law. 13.9 No Waiver. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver will be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver, delay or the failure of any Party to enforce or exercise any term, condition or part of this Agreement at any time or in any one or more instances will not be deemed to be or construed as a waiver of the same or any other term, condition or part, nor will it forfeit any rights, power or privilege to future enforcement thereof. No single or partial exercise of any right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by Law, (a) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other Party; (b) no waiver that may be given by a Party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one Party will be deemed to be a waiver of any obligation of that Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement. Except as expressly set forth in this Agreement, all rights and remedies available to a Party, whether under this Agreement or afforded by Law or otherwise, will be cumulative and not in the alternative to any other rights or remedies that may be available to such Party. 13.10 Relationship of the Parties. Neither Party will have any responsibility for the hiring, termination or compensation of the other Party's employees or for any employee benefits of such employee. No employee or representative of a Party will have any authority to bind or obligate the other Party to this Agreement for any sum or in any manner whatsoever, or to create or impose any contractual or other liability on the other Party without said Party's approval. For all purposes, and notwithstanding any other provision of this Agreement to the contrary, SIGA's legal relationship to MMT under this Agreement will be that of independent contractor and nothing in this Agreement gives either Party the power or authority to act for, bind, or commit the other Party in any way. This Agreement is not a partnership agreement. Nothing in this Agreement will be construed to establish a relationship of partners, principal and agent or joint venturers between the Parties or their respective employees or Affiliates. Nothing contained in this Agreement shall be construed to create a \"separate entity\" or \"business entity\" within the meaning of the U.S. Internal Revenue Code or the regulations thereunder and any foreign equivalents thereto. Neither MMT nor SIGA will make any statements, representations, or commitments of any kind, or to take any action that is binding on the other, without the prior consent of the other Party to do so.\n\n41\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n13.11 English Language. This Agreement was prepared in the English language, which language governs the interpretation of, and any dispute regarding, the terms of this Agreement. 13.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which is an original, but all of which together constitute one and the same instrument. Each Party may execute this Agreement by facsimile transmission or by PDF. In addition, facsimile or PDF signatures of authorized signatories of any Party will be deemed to be original signatures and will be valid and binding, and delivery of a facsimile or PDF signature by any Party will constitute due execution and delivery of this Agreement. 13.13 Schedules. The disclosure of any matter in any Section of or on any Schedule to this Agreement will only be deemed to be a disclosure for the Section or subsection of this Agreement to which it corresponds in number, unless the applicability of such Schedule to any other Section is readily apparent. The disclosure of any matter in any Schedule to this Agreement will expressly not be deemed to (a) constitute an admission by either Party hereto, or (b) imply that any such matter is material for purposes of this Agreement. 13.14 Expenses. Each of the Parties will bear its own direct and indirect expenses incurred in connection with the negotiation and preparation of this Agreement and, except as set forth in this Agreement, the performance of the obligations contemplated hereby and thereby. [Remainder of this page intentionally left blank]\n\n42\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nIN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized officers as of the Effective Date. SIGA TECHNOLOGIES, INC. MERIDIAN MEDICAL TECHNOLOGIES, INC. By: /s/ Phillip L. Gomez, III By: /s/ Thomas Handel Name:Phillip L. Gomez, III Name:Thomas Handel Title: CEO Title: General Manager and President\n\nSIGNATURE PAGE TO PROMOTION AGREEMENT\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nEXHIBIT A PERMITTED SUBCONTRACTORS None.\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nEXHIBIT B BUSINESS PLAN [***]\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nEXHIBIT C SIGA PRESS RELEASE See attached.\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nSCHEDULE 1\n\nSIGA PATENTS Issued Patents Patent Number Country Protection Conferred Issue Date Expiration Date\n\nSG 184201 Singapore Certain polymorphs of ST-246, method of preparation of the polymorphs and pharmaceutical compositions containing the polymorphs June 22, 2015 March 23, 2031\n\nRU 2578606 Russia Certain polymorphs of ST-246, method of preparation ofthe polymorphs and their use in treating orthopoxvirus March 27, 2016 March 23, 2031\n\nOA 16109 OAPI/Africa Certain polymorphs of ST-246, method of preparation ofthe polymorphs and their use in treating orthopoxvirus October 31, 2013 March 23, 2031\n\nNZ 602578 New Zealand Certain polymorphs of ST-246, method of preparation ofthe polymorphs and their use in treating orthopoxvirus December 2, 2014 March 23, 2031\n\nMX 326231 Mexico Pharmaceutical compositions containing ST-246 and one or more additional ingredients and dosage unit forms containing ST-246 December 11, 2014 April 23, 2027\n\nMX 348481 Mexico Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases June 15, 2017 April 23, 2027\n\nMX 361428 Mexico Polymorphic forms of ST-246 and methods of preparation December 6, 2018 March 23, 2031\n\nMX 363189 Mexico Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases March 14, 2019 April 23, 2027\n\nJP 4884216 Japan Therapeutic agent for treating orthopoxvirus including ST-246, pharmaceutical composition of matter for the ST- 246 compound and method of manufacturing ST-246 December 16, 2011 June 18, 2024\n\nJP 5657489 Japan Method of manufacturing ST-246 December 5, 2014 June 18, 2024\n\nJP 6018041 Japan Certain polymorphs of ST-246, method of preparation of the polymorphs and pharmaceutical compositions containing the polymorphs October 7, 2016 March 23, 2031\n\nJP 6188802 Japan Methods of preparing Tecovirimat August 10, 2017 August 14, 2033 JP 6444460 Japan Methods of preparing Tecovirimat December 7, 2018 August 14, 2033\n\nCN 2011800245893 China Certain polymorphs of ST-246, method of preparation of the polymorphs and pharmaceutical compositions containing the polymorphs August 26, 2015 March 23, 2031\n\nCN 2013800429237 China Methods of preparing Tecovirimat June 20, 2017 August 14, 2033\n\nCA 2529761 Canada Use of ST-246 to treat orthopoxvirus infection, pharmaceutical compositions containing ST-246 and composition of matter for the ST-246 compound August 13, 2013 June 18, 2024\n\nCA 2685153 Canada Pharmaceutical compositions containing ST-246 and one or more additional ingredients and dosage unit forms containing ST-246 December 16, 2014 April 23, 2027\n\nCA 2793533 Canada Certain polymorphs of ST-246, method of preparation of the polymorphs and pharmaceutical compositions containing the polymorphs February 26, 2019 March 23. 2031\n\nCA 2866037 Canada Chemicals, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases May 16, 2017 April 23, 2027\n\nAU 2004249250 Australia Method of treating orthopoxvirus infection, pharmaceutical composition containing ST-246 and composition of matter for the ST-246 compound March 29, 2012 June 18, 2024\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nPatent Number Country Protection Conferred Issue Date Expiration Date\n\nAU 2007351866 Australia Pharmaceutical compositions containing ST-246 and one or more additional ingredients and dosage unit forms containing ST-246 January 10, 2013 June 18, 2024\n\nAU 2011232551 Australia Certain polymorphs of ST-246, method of preparation ofthe polymorphs and their use in treating orthopoxvirus February 26, 2015 March 23, 2031\n\nAU 2013302764 Australia Methods of preparing Tecovirimat April 5, 2018 August 14, 2033\n\nAU 2012268859 Australia Pharmaceutical compositions containing ST-246 and one or more additional ingredients and dosage unit forms containing ST-246 August 18, 2016 June 18, 2024\n\nAP 3221 ARIPO*/Africa Certain polymorphs of ST-246, method of preparation ofthe polymorphs and their use in treating orthopoxvirus April 3, 2015 March 23, 2031\n\nZA 2012/07141 South Africa Certain polymorphs of ST-246, method of preparation of the polymorphs and pharmaceutical compositions containing the polymorphs June 29, 2016 March 23, 2031\n\nIL 201736 Israel Pharmaceutical compositions containing ST-246 and one or more additional ingredients and dosage unit forms containing ST-246 October 1, 2016 April 23, 2027\n\nIL 236944 Israel Methods of preparing Tecovirimat February 1, 2017 August 14, 2033\n\nIL 242666 Israel Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases December 1, 2018 April 23, 2027\n\nAT 1638938 Austria Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nBE 1638938 Belgium Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nBE 2549871 Belgium Polymorphic forms of ST-246 August 22, 2018 March 23, 2031\n\nCH 1638938 Switzerland Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nCH 2549871 Switzerland Polymorphic forms of ST-246 August 22, 2018 March 23, 2031\n\nDE 1638938 Germany Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nDE 2549871 Germany Polymorphic forms of ST-246 August 22, 2018 March 23, 2031 DE 2887938 Germany Methods of preparing Tecovirimat January 10, 2018 August 14, 2033\n\nDK 1638938 Denmark Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nDK 2549871 Denmark Polymorphic forms of ST-246 August 22, 2018 March 23, 2031\n\nES 1638938 Spain Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nFI 1638938 Finland Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nPatent Number Country Protection Conferred Issue Date Expiration Date\n\nFR 1638938 France Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nFR 2887938 France Methods of preparing Tecovirimat January 10, 2018 August 14, 2033 FR 2549871 France Polymorphic forms of ST-246 August 22, 2018 March 23, 2031\n\nGB 1638938 United Kingdom Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nGB 2887938 United Kingdom Methods of preparing Tecovirimat January 10, 2018 August 14, 2033 GB 2549871 United Kingdom Polymorphic forms of ST-246 August 22, 2018 March 23, 2031\n\nIE 1638938 Ireland Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nIT 502017000078377 Italy Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nNL 1638938 Netherlands Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nPL 1638938 Poland Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nSE 1638938 Sweden Compounds, compositions and methods for treatment and prevention of orthopoxvirus infections and associated diseases April 12, 2017 June 18, 2024\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nPatent Applications [***]\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nSCHEDULE 2\n\nSIGA TRADEMARKS\n\n[***]\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nSCHEDULE 3\n\nSafety Reporting Requirements\n\nSafety Reporting Requirements for the Product\n\n1. Scope: SIGA has a legal and corporate responsibility to comply with applicable regulations governing the collection and reporting of adverse events (\"AE(s)\"), at risk scenarios (\"ARSs\"), unexpected therapeutic effects (\"UTEs\"), and product quality complaints (\"PQC(s)\") associated with the Product, as these terms are defined below. For the purposes of this Exhibit, AEs, ARSs, UTEs, and PQCs are collectively termed \"Safety Reports.\"\n\nMMT is expressly entitled to perform any regulatory responsibilities for the Product through any of its Affiliates. MMT or an Affiliate of MMT shall exchange Safety Reports with the SIGA contact listed in section 4.1 Reporting Time-Frames. Throughout this Safety Reporting Exhibit, SIGA shall be referred to as \"SIGA\" and MMT and its Affiliates collectively as \"Promoter.\" At all times SIGA and Promoter shall follow the procedures set out below.\n\nThe procedures described in this Agreement are to be followed for pharmacovigilance activities for the Product, irrespective of any other activities between SIGA and Promoter which are contained within the Agreement.\n\n2. Definitions: 2.1. Adverse event (AE): an AE is any untoward medical occurrence in a patient administered the Product. The event need not have a causal relationship with the treatment or usage. This includes, but is not limited to: \u2022 Abnormal test findings \u2022 Clinically significant symptoms and signs\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n\u2022 Changes in physical examination findings \u2022 Hypersensitivity \u2022 Progression/worsening of underlying disease \u2022 Lack of drug efficacy \u2022 Drug abuse \u2022 Drug dependency \u2022 Signs and symptoms resulting from drug withdrawal and drug interactions \u2022 Suspected transmission of an infectious agent via a medicinal product 2.2. At risk scenarios (ARSs): circumstances where the report does not include an AE per se, but nevertheless needs to be reported to SIGA. These circumstances include: \u2022 Medication errors (including incorrect prescription or dispensing of a prescription, whether or not administered to the patient) \u2022 Exposure during pregnancy \u2022 Exposure during breastfeeding \u2022 Overdose \u2022 Extravasation \u2022 Occupational exposure \u2022 Off-label use 2.3. Unexpected therapeutic effect (UTEs): a beneficial therapeutic effect of the Product aside from the use for which it had been given. 2.4. Product quality complaint (PQC(s)): is any written or oral expression of dissatisfaction relative to the physical properties, condition, labelling, potency and/or packaging of the Product, including whether the Product is suspected or confirmed to be counterfeit.\n\n3. Promoter Responsibilities: 3.1. Promoter shall ensure that all employees and, if applicable, subcontractor employees performing activities under this Agreement (\"Promoter Personnel\") who may become aware of a Safety Report associated with the use of the Product comply with the requirements set out in this Exhibit. 3.2. If Promoter Personnel become aware of a Safety Report that may be associated with the Product, Promoter shall inform SIGA in accordance with the reporting procedures included in this Exhibit and as may be updated and provided to Promoter in the future by SIGA. 3.3. In the event Promoter engages a subcontractor to perform services related to this Agreement, Promoter shall request fulfilment by that subcontractor of these safety reporting requirements on substantially the same terms as those outlined in this Exhibit, unless it is established that there is no possibility that the subcontracted services will involve receipt or handling of Safety Reports by the subcontractor.\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n3.4. In the event that Promoter receives a communication from a Regulatory Authority relating to the Product, Promoter shall inform SIGA as soon as possible, but in any event no later than one (1) Business Day or three (3) calendar days of receipt, whichever is shorter. Where possible, SIGA shall be informed prior to, and have the opportunity to review, any response to the regulatory authority by Promoter.\n\n4. Reporting Process: 4.1. Reporting Time-Frames: Promoter shall report all Safety Reports to SIGA within two (2) Business Days or four (4) calendar days of awareness, whichever is shorter. All reports shall be sent to:\n\nDrug Safety Unit - Contact Details: Regulatory Affairs, SIGA Technologies E-mail: drugsafety@siga.com Telephone: 541-753-2000 Fax: 541-753-9999\n\nPostal Address: SIGA Technologies, Inc.4575 Research Way, Suite 110, Corvallis, OR 97333\n\n4.2. Case Receipt Confirmation: The receipt of Safety Reports from Promoter shall be acknowledged by SIGA in writing no later than one (1) Business Day following receipt. If acknowledgement of receipt is not received within this timeframe, then Promoter shall contact SIGA to determine if the source documents need to be re-sent. 4.3. Case Documentation and Record Retention: Promoter shall document all Safety Reports received and reported to SIGA. Documentation shall include, where possible the name, address, and telephone number of the reporter, and whether consent has been given by the reporter to be re-contacted by SIGA. 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. Notwithstanding the aforementioned requirement, before Promoter destroys any Safety Reports and associated source documents, or training records, it will notify SIGA of its intention to do so and afford SIGA the opportunity to retain such records if it so wishes.\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\n5. Data Privacy: In forwarding Safety Reports to SIGA, Promoter shall comply with all applicable privacy and data protection laws, rules and regulations on the protection of individuals with regard to the processing of Personal Data and the free movement of such data. \"Personal Data\" means information that can be used by itself or in combination with other available information to identify a specific individual. The Promoter shall collect, use and disclose any Personal Data obtained in the course of performing the safety related activities under this Agreement solely for the purposes of complying with the regulatory obligations as described in this Agreement, or as otherwise required by law or by a court order. Promoter shall use electronic, physical, and other safeguards appropriate to the nature of the information to prevent any use or disclosure of Personal Data other than as provided for by this Agreement. Promoter will also take reasonable precautions to protect the Personal Data from alteration or destruction.\n\nPromoter shall notify SIGA promptly of any accidental, unauthorized, or unlawful destruction, loss, alteration, or disclosure of, or access to, the Personal Data (\"Security Breach\"), and take immediate steps to rectify any Security Breach.\n\n6. Audit: SIGA, or its authorized representatives, shall have the right, at its cost, with reasonable advance notice, during regular business hours, to audit the facility used by the Promoter in order to review the Promoter activities under this Exhibit including, but not limited to, any documents relevant to these activities, for compliance with the safety reporting requirements set out in this Exhibit. Where evidence of non- compliance is identified SIGA and Promoter will jointly discuss to determine appropriate corrective and preventive actions and Promoter will provide SIGA with regular reports on the completion status of the identified corrective and preventive actions.\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019\n\n\n\n\n\nSCHEDULE 8.2(b)\n\nENCUMBRANCES The assets of SIGA are subject to a lien under the Loan and Security Agreement dated September 2, 2016.\n\nSource: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019"}]}, {"title": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "COOPERATION AGREEMENT", "answer_start": 3480}], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "HPIL ENERGYTECH Inc.", "answer_start": 50}, {"text": "GINARES GROUP AG", "answer_start": 79}, {"text": "HPIL ET and GINARES (hereafter the \"Party\" or collectively the \"Partie", "answer_start": 5243}, {"text": "HPIL ET", "answer_start": 1164}, {"text": "GINARES", "answer_start": 79}], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "5th day of January, 2015", "answer_start": 3560}], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "5th day of January, 2015", "answer_start": 3560}], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").", "answer_start": 5604}], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 16867}], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 18172}], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "The rights and obligations provided by this Agreement shall not be assignable by any Party.", "answer_start": 17341}], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.", "answer_start": 12564}, {"text": "GINARES  agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.", "answer_start": 11380}], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "COOPERATION AGREEMENT     made by and between     HPIL ENERGYTECH Inc.   and   GINARES GROUP AG     January 5, 2015\n\n\n\n\n\n\n\n    Table of Contents       1. Term........................................................................................................................................... 2 2. Goals And Objectives................................................................................................................ 2 3. Obligations Of The Parties........................................................................................................ 3 4. Confidentiality........................................................................................................................... 3 5. Relation Of The Parties............................................................................................................. 3 6. Closing....................................................................................................................................... 3 7. Representations, Warranties, And Covenants Of GINARES.................................................... 3 8. Representations, Warranties, And Covenants Of HPIL ET...................................................... 4 9. GINARES's Indemnity.............................................................................................................. 5 10. HPIL ET's Indemnity............................................................................................................... 5 11. Payment Of Expenses................................................................................................................ 5 12. Approval Of Counsel................................................................................................................. 5 13. Notices....................................................................................................................................... 6 14. Additional Undertakings............................................................................................................ 6   15. Compliance With The Foreign Corrupt Practices Act And Export Control And Antiboycott Laws...........................................................................................................................................   7 16. Arbitration.................................................................................................................................. 7 17. Governing Law.......................................................................................................................... 7 18. Binding Effect............................................................................................................................ 7 19. Counterparts............................................................................................................................... 7 20. No Reliance............................................................................................................................... 8 21. Early Termination...................................................................................................................... 8 22. Captions..................................................................................................................................... 8 23. Entire Agreement....................................................................................................................... 8         1\n\n\n\n\n\n    COOPERATION AGREEMENT   THIS COOPERATION AGREEMENT (\"Agreement\") is signed this 5th day of January, 2015 (the \"Closing Date\"), by and between HPIL ENERGYTECH Inc., a Nevada (USA) corporation (hereafter \"HPIL ET\") and GINARES GROUP AG,  a private company domiciled in Switzerland (hereafter \"GINARES\").   R E C I T A L S:   The following is a recital of facts underlying this Agreement:   A. HPIL ET is focused on investing in both private and public companies in the energy business sector. HPIL ET does not restrict its potential candidate target companies to any specific geographical location and thus acquires various types of business in the energy sector. HPIL ET is active with the acquisitions of intellectual properties and technologies in the energy sector.   B. HPIL ET is a wholly owned subsidiary of HPIL Holding, a Nevada (USA) corporation and a worldwide diversified investing holding company. HPIL Holding is a US Public and SEC reporting company.   C. GINARES is an operating international Swiss holding corporation that provides global and independent renewable energy solutions, in particular related to its NCT technology (Natural Conversion Technology), a catalytic conversion compression to convert general organic waste (MSW - Municipal Solid Waste) and all kinds of biomass into liquid fuel energy (such as kerosene and/or diesel) as well as the further production of electricity, that it has an energy efficiency rate and no toxic chemical byproducts.   D. GINARES operates, and has always operated, according to all regulations in force and is fully respectful of the environment. GINARES periodically evaluates it's conformity to applicable regulations and obtains the necessary permits, clearances and certificates.    NOW, THEREFORE, HPIL ET and GINARES (hereafter the \"Party\" or collectively the \"Parties\")  in consideration of and in reliance upon the representations, warranties, covenants and agreements contained herein,  hereby agree to cooperate together to expand the GINARES projects and bind themselves to undertake this Agreement under the following terms and conditions:   1. Term   The term of this Agreement shall be one (1) year unless terminated earlier in accordance with the terms of this Agreement (the \"Term\").   2. Goals And Objectives   The Parties are working cooperatively to develop and cooperate to expand the GINARES projects. The Parties agree to develop a list of target cooperation projects and common goals, and consequent agreements if required, within six (6) Months of signing this Agreement.   2\n\n\n\n\n\n    3. Obligations Of The Parties   3.1. HPIL ET's obligations under this Agreement are to: (i) Follow up on developments regarding GINARES; (ii) Work with GINARES as appropriate.   3.2. GINARES's obligations under this Agreement are to: (i) Keep HPIL ET aware of developments regarding GINARES; (ii) Work with HPIL ET as appropriate.   4. Confidentiality   Subject to sub-clause below, each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement. Each Party may disclose information which would otherwise be confidential if and to the extent:   (i) required by the law of any relevant jurisdiction; (ii) the information has come into the public domain through no fault of that Party; or (iii) the other Party has given prior written approval to the disclosure, provided that any such information disclosed shall be disclosed only after consultation with and notice to the other Party.   5. Relation Of The Parties   The nature of relationship between the Parties is that of two independent contractor's working together to achieve common goals. There is no payment or compensation contemplated under this Agreement.   6. Closing   The closing of this Agreement shall take place at the offices of HPIL ET, 7075 Gratiot Road, Suite One, Saginaw, Michigan 48609 (United States of America), or other mutually agreed upon location.   7. Representations, Warranties, And Covenants Of GINARES   GINARES hereby represents, warrants, and covenants to HPIL ET that:   7.1. Authorization   This Agreement constitutes a valid and legally binding obligation of GINARES, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.\n\n  3\n\n\n\n\n\n    7.2. Consents   To GINARES's knowledge, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of  GINARES  is required in connection with the consummation of the transactions contemplated by this Agreement.   7.3. Compliance With Other Instruments   The execution, delivery and performance of this Agreement contemplated hereby will not result in a violation of, or default under, any instrument, judgment, order, writ, decree or contract known to GINARES, or an event that results in the creation of any lien, charge or encumbrance upon the Agreement.   7.4. Litigation   There is no action, suit, proceeding or investigation pending or, to GINARES's knowledge, currently threatened that questions the validity of this Agreement, or the right of GINARES to enter into this Agreement.   8. Representations, Warranties, And Covenants Of HPIL ET   8.1. Authorization   This Agreement constitutes a valid and legally binding obligation of HPIL ET, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.   8.2. Consents   To HPIL ET's knowledge, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of HPIL ET is required in connection with the consummation of the transactions contemplated by this Agreement.   8.3. Compliance With Other Instruments   The execution, delivery and performance of this Agreement contemplated hereby will not result in a violation of, or default under, any instrument, judgment, order, writ, decree or contract known to HPIL ET, or an event that results in the creation of any lien, charge or encumbrance upon the Agreement.   8.4. Litigation   There is no action, suit, proceeding or investigation pending or, to HPIL ET's knowledge, currently threatened that questions the validity of this Agreement, or the right of HPIL ET to enter into this Agreement.     4\n\n\n\n\n\n    9. GINARES's Indemnity   9.1. HPIL ET shall indemnify, defend, and hold harmless GINARES  from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of GINARES contained in this Agreement and (ii) any failure by HPIL ET to perform or observe, or to have performed or observed in full any covenant, agreement or condition to be performed or observed by HPIL ET under this Agreement or any of the other agreements or instruments executed and delivered by HPIL ET on the Closing Date.   9.2. GINARES  agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9.   10. HPIL ET's Indemnity   10.1. GINARES shall indemnify, defend, and hold harmless HPIL ET from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, \"Losses\") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of HPIL ET contained in this Agreement and (ii) any failure by GINARES to perform or observe, or to have performed or observed, in full any covenant, agreement or condition to be performed or observed by GINARES under this Agreement or any of the other agreements or instruments executed and delivered by GINARES on the Closing Date.   10.2. HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10.   11. Payment Of Expenses   Each of the Parties shall pay their own expenses associated with this Agreement and the transactions contemplated herein.   12. Approval Of Counsel   All instruments or documents to be delivered by any Party to this Agreement shall be in  form and content reasonably satisfactory to the counsel for the Party receiving such instrument or document.   5\n\n\n\n\n\n    13. Notices   All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (c) when dispatched by electronic facsimile transmission (with confirmation of successful transmission), or (d) one (1) business day after having been dispatched by an internationally recognized overnight courier service, in each case to the appropriate Party at the address or facsimile number specified below:   If to HPIL ET:   HPIL ENERGYTECH Inc. Attn.: Louis Bertoli, President and CEO 7075 Gratiot Road, Suite One Saginaw, Michigan 48609 United States of America Facsimile No.: 001(248)750-1016   with a copy (which shall not constitute notice) to the following e-mail addresses: info@hpilenergytech.com   If to the GINARES:   GINARES GROUP AG Attn.: Peter Zu Sayn-Wittgenstein, President and CEO Churerstrasse 47 Pfaeffikon 8808 Switzerland Facsimile No.: +41(55)511-0810   with a copy (which shall not constitute notice) to the following e-mail address:  info@ginares.com   Any Party hereto may change its address or facsimile number for the purposes of this Section 13 by giving notice as provided herein.   14. Additional Undertakings   The Parties shall hereafter each take those actions and execute and deliver those documents and instruments as shall be reasonably necessary in order to fulfill the intent and purpose of this Agreement, and shall cooperate in any filing, registration, investigation or other activity that shall be required or shall occur as a result of or in connection with this transaction.   6\n\n\n\n\n\n    15. Compliance With The Foreign Corrupt Practices Act And Export Control And Antiboycott Laws   Neither GINARES or HPIL ET or any representative of GINARES or HPIL ET in its capacity as such has violated the Foreign Corrupt Practices Act or the anticorruption laws of any jurisdiction where GINARES or HPIL ET does business. Each of GINARES  and HPIL ET has at all times complied with all legal requirements relating to export control and trade sanctions or embargoes. Either GINARES or HPIL ET have violated the antiboycott prohibitions contained in 50 U.S.C. Sections 2401 et seq. or taken any action that can be penalized under Section 999 of the Internal Revenue Code of 1986, as amended.   16. Arbitration   Any and all disputes or controversies between the Parties arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce; provided, a Party may seek a temporary restraining order, preliminary injunction, or other provisional judicial relief if in its judgment such action is necessary to avoid irreparable damage or to preserve the status quo. Despite any such action for provisional relief, the Parties will continue to participate in good faith in the procedures specified in this Section 16. Each Party shall appoint one arbitrator who shall mutually appoint a third arbitrator who shall be the sole arbitrator for the proceeding. The arbitration shall be held, and any award shall be rendered, in Paris (France), in the English language. The award may include reimbursement of the costs of the arbitration (including, without limitation, reasonable attorney fees) to the prevailing Party or a portion of such costs as determined by the arbitrator. An award of the arbitrator shall be final and binding on the Parties and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction.   17. 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.   18. Binding Effect   All of the terms and provisions of this Agreement by or for the benefit of the Parties shall be binding upon and inure to the benefit of their successors, assigns, heirs and personal representatives. The rights and obligations provided by this Agreement shall not be assignable by any Party. Except as expressly provided herein, nothing herein is intended to confer upon any person, other than the Parties and their successors, any rights or remedies under or by reason of this Agreement.   19. Counterparts   This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.   7\n\n\n\n\n\n    20. No Reliance   No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The Parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement.   21. Early Termination   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.   22. Captions   Captions to sections and subsections of this Agreement have been included solely for the sake of convenient reference and are entirely without substantive effect.   23. Entire Agreement   This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties and there are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as set forth specifically herein. No amendment, supplement, modification, waiver or termination of this Agreement shall be implied or be binding (including, without limitation, any alleged waiver based on a Party's knowledge of any inaccuracy in any representation or warranty contained herein) unless in writing and signed by the Party against which such amendment, supplement, modification, waiver or termination is asserted. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly therein provided.   THIS COOPERATION AGREEMENT has been entered into as of the date first set forth above.   GINARES :   GINARES GROUP AG, a private company domiciled in Switzerland.       By: /s/  Peter Zu Sayn-Wittgenstein  \u200b \u200b .   Peter Zu Sayn- Wittgenstein As: President and CEO\n\nHPIL ET :   HPIL ENERGYTECH Inc., a Nevada (USA) corporation.       By: /s/ Louis Bertoli \u200b\u200b.   Louis Bertoli As: President and CEO 8"}]}, {"title": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF", "paragraphs": [{"qas": [{"answers": [{"text": "LIMITED POWER OF ATTORNEY", "answer_start": 0}], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "FEDERATED ADVISORY SERVICES COMPANY", "answer_start": 269}, {"text": "FEDERATED INVESTMENT MANAGEMENT COMPANY", "answer_start": 93}, {"text": "FASC", "answer_start": 381}, {"text": "Adviser", "answer_start": 213}], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "January 1, 2004", "answer_start": 71}], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund.", "answer_start": 7168}], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "This Limited Power of Attorney shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws.", "answer_start": 8362}], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "This Limited Power of Attorney shall bind and benefit the respective successors and assigns of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute attorney in fact for the Adviser or any Fund.", "answer_start": 8089}], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "FEDERATEDGOVERNMENTINCOMESECURITIESINC_04_28_2020-EX-99.SERV AGREE-SERVICES AGREEMENT_POWEROF__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "LIMITED POWER OF ATTORNEY\n\nKNOW ALL MEN BY THESE PRESENTS, dated as of January 1, 2004, that FEDERATED INVESTMENT MANAGEMENT COMPANY, a statutory trust duly organized under the laws of the State of Delaware (the \"Adviser\"), does hereby nominate, constitute and appoint FEDERATED ADVISORY SERVICES COMPANY, a statutory trust duly organized under the laws of the State of Delaware (\"FASC\"), to act hereunder as the true and lawful agent and attorney-in-fact of the Adviser, acting on behalf of each of the funds or accounts for which Adviser acts as investment adviser or subadviser shown on Schedule 1 attached hereto and incorporated by reference herein (each such fund or account being hereinafter referred to as a \"Fund\" and collectively as the \"Funds\"), for the specific purpose of executing and delivering all such agreements, instruments, contracts, assignments, bond powers, stock powers, transfer instructions, receipts, waivers, consents and other documents, and performing all such acts, as Adviser, or FASC acting as agent for the Adviser pursuant to the Services Agreement dated as of January 1, 2004 between the Adviser and FASC (such agreement, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the \"Services Agreement\"), may deem necessary or reasonably desirable, related to the acquisition, disposition and/or reinvestment of the funds and assets of a Fund in accordance with Adviser's supervision of the investment, sale and reinvestment of the funds and assets of each Fund pursuant to the authority granted to the Adviser as investment adviser or subadviser of each Fund under the Adviser's investment advisory or subadvisory contract for such Fund (such investment advisory or subadvisory contract, as may be amended, supplemented or otherwise modified from time to time is hereinafter referred to as the \"Investment Advisory Contract\").\n\nThe Adviser hereby ratifies and confirms as good and effectual, at law or in equity, all that FASC, and its officers and employees, may do by virtue hereof. However, despite the above provisions, nothing herein shall be construed as imposing a duty on FASC to act or assume responsibility for any matters referred to above or other matters even though FASC may have power or authority hereunder to do so. Nothing in this Limited Power of Attorney shall be construed (i) to be an amendment or modifications of, or supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or denigrate any duties, obligations or liabilities of the Adviser under the terms of the Investment Advisory Contract or (iii) exonerate, relieve or release the Adviser from any losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Adviser (x) under the terms of the Investment Advisory Contract or (y) at law, or in equity, for the performance of its duties as the investment adviser or subadviser of any of the Funds.\n\nThe Adviser hereby agrees to indemnify and save harmless FASC and its trustees, officers and employees (each of the foregoing an \"Indemnified Party\" and collectively the \"Indemnified Parties\") against and from any and all losses, obligations, penalties, actions, judgments and suits and other costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against an Indemnified Party, other than as a consequence of gross negligence or willful misconduct on the part of an Indemnified Party, arising out of or in connection with this Limited Power of Attorney or any other agreement, instrument or document executed in connection with the exercise of the authority granted to FASC herein to act on behalf of the Adviser, including without limitation the reasonable costs, expenses and disbursements in connection with defending such Indemnified Party against any claim or liability related to the exercise or performance of any of FASC's powers or duties under this Limited Power of Attorney or any of the other agreements, instruments or documents executed in connection with the exercise of the authority granted to FASC herein to act on behalf of the Adviser, or the taking of any action under or in connection with any of the foregoing. The obligations of the Adviser under this paragraph shall survive the termination of this Limited Power of Attorney with respect to actions taken by FASC on behalf of the Adviser during the term of this Limited Power of Attorney.\n\nAny person, partnership, corporation or other legal entity dealing with FASC in its capacity as attorney-in-fact hereunder for the Adviser on behalf of any Fund is hereby expressly put on notice that FASC is acting solely in the capacity as an agent of the Adviser as agent for the Fund and that any such person, partnership, corporation or other legal entity must look solely to the Fund in question for enforcement of any claim against the Fund, as FASC assumes no personal liability whatsoever for obligations of the Fund entered into by FASC in its capacity as attorney-in-fact for the Adviser.\n\nEach person, partnership, corporation or other legal entity which deals with a Fund through FASC in its capacity as agent and attorney-in-fact of the Adviser, is hereby expressly put on notice (i) that all persons or entities dealing with the Fund must look solely to the assets of the Fund on whose behalf FASC is acting pursuant to its powers hereunder for enforcement of any claim against the Fund, as the trustees, officers and/or agents of such Fund, the shareholders of the various classes of shares of the Fund, and the other Funds of the trust or corporation of which a Fund may be a series, assume no personal liability whatsoever for obligations entered into on behalf of such Fund, and (ii) that the rights, liabilities and obligations of any one Fund are separate and distinct from those of any other Fund.\n\nThe execution of this Limited Power of Attorney by the Adviser acting on behalf of the several Funds shall not be deemed to evidence the existence of any express or implied joint undertaking or appointment by and among any or all of the Funds. 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.\n\nThe Adviser hereby agrees that no person, partnership, corporation or other legal entity dealing with FASC shall be bound to inquire into FASC's power and authority hereunder and any such person, partnership, corporation or other legal entity shall be fully protected in relying on such power or authority unless such person, partnership, corporation or other legal entity has received prior\n\n\n\n\n\nwritten notice from the Adviser that this Limited Power of Attorney has been revoked. This Limited Power of Attorney shall be revoked and terminated automatically upon the cancellation or termination of the Services Agreement or as to any Fund upon the cancellation or termination of the Adviser's Investment Advisory Contract for such Fund. Except as provided in the immediately preceding sentence, the powers and authorities herein granted may be revoked or terminated by the Adviser at any time provided that no such revocation or termination shall be effective until FASC has received actual notice of such revocation or termination in writing from the Adviser.\n\nThis Limited Power of Attorney constitutes the entire agreement between the Adviser and FASC and may be changed only by a writing signed by both of them, except that the Adviser may at any time change the list of Funds to which this Limited Power of Attorney relates by executing and delivering to FASC a later dated version of Schedule 1. This Limited Power of Attorney shall bind and benefit the respective successors and assigns of the Adviser and FASC; provided, however, that FASC shall have no power or authority hereunder to appoint a successor or substitute attorney in fact for the Adviser or any Fund.\n\nThis Limited Power of Attorney shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflicts of laws. If any provision hereof, or any power or authority conferred upon FASC herein, would be invalid or unexercisable under applicable law, then such provision, power or authority shall be deemed modified to the extent necessary to render it valid or exercisable while most nearly preserving its original intent, and no provision hereof, or power or authority conferred upon FASC herein, shall be affected by the invalidity or the non-exercisability of another provision hereof, or of another power or authority conferred herein.\n\nThis Limited Power of Attorney may be executed in as many identical counterparts as may be convenient and by the different parties hereto on separate counterparts. This Limited Power of Attorney shall become binding on the Adviser when the Adviser shall have executed at least one counterpart and FASC shall have accepted its appointment by executing this Limited Power of Attorney. Immediately after the execution of a counterpart original of this Limited Power of Attorney and solely for the convenience of the parties hereto, the Adviser and FASC will execute sufficient counterparts so that FASC shall have a counterpart executed by it and the Adviser, and the Adviser shall have a counterpart executed by the Adviser and FASC. Each counterpart shall be deemed an original and all such taken together shall constitute but one and the same instrument, and it shall not be necessary in making proof of this Limited Power of Attorney to produce or account for more than one such counterpart.\n\n\n\n\n\nIN WITNESS WHEREOF, the Adviser has caused this Limited Power of Attorney to be executed by its duly authorized officer as of the date first written above.\n\nFEDERATED INVESTMENT MANAGEMENT COMPANY By: /s/ Keith M. Schappert Name Keith M. Schappert Title: President\n\nAccepted and agreed to this January 1, 2004 FEDERATED ADVISORY SERVICES COMPANY By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President\n\n\n\n\n\nSchedule 1 to Limited Power of Attorney dated as of October 1, 2016 revised March 1, 2020 by FEDERATED INVESTMENT MANAGEMENT COMPANY (the Adviser \"), acting on behalf of each of the funds and accounts listed below, and appointing FEDERATED ADVISORY SERVICES COMPANY the attorney-in-fact of the Adviser List of Funds and Accounts Emerging Markets Core Fund Federated Adjustable Rate Securities Fund Federated Bank Loan Core Fund Federated Bond Fund Federated California Municipal Cash Trust Federated Capital Reserves Fund Federated Corporate Bond Strategy Portfolio Federated Emerging Market Debt Fund Federated Equity Advantage Fund Federated Fixed Income Opportunity Fund Federated Floating Rate Strategic Income Fund Federated Fund for U.S. Government Securities Federated Hermes Fund for U.S. Government Securities II Federated Georgia Municipal Cash Trust Federated Government Income Securities, Inc. Federated Government Income Trust Federated Government Obligations Fund Federated Government Obligations Tax-Managed Fund Federated Government Reserves Fund Federated Government Ultrashort Duration Fund Federated Hermes Absolute Return Credit Fund Federated Hermes SDG Engagement High Yield Credit Fund Federated Hermes Unconstrained Credit Fund Federated Hermes High Income Bond Fund II Federated High Income Bond Fund, Inc. Federated High Yield Strategy Portfolio Federated High Yield Trust Federated Institutional High Yield Bond Fund Federated Intermediate Corporate Bond Fund Federated Intermediate Municipal Trust Federated International Bond Fund Federated International Bond Strategy Portfolio Federated Liberty U.S. Government Money Market Trust Federated Managed Risk Fund Federated Hermes Managed Volatility Fund II Federated Massachusetts Municipal Cash Trust Federated Michigan Intermediate Municipal Trust Federated Institutional Money Market Management Federated Mortgage Core Portfolio Federated Select Total Return Bond Fund (formerly Federated Mortgage Fund) Federated Mortgage Strategy Portfolio Federated Municipal Cash Series Federated Municipal High Yield Advantage Fund Federated Municipal Obligations Fund Federated Municipal Securities Fund, Inc. Federated Municipal Ultrashort Fund Federated New York Municipal Cash Trust Federated Ohio Municipal Income Fund Federated Pennsylvania Municipal Cash Trust Federated Pennsylvania Municipal Income Fund Federated Premier Intermediate Municipal Income Fund Federated Premier Municipal Income Fund Federated Prime Cash Obligations Fund Federated Prime Cash Series Federated Hermes Prime Money Fund II Federated Institutional Prime Obligations Fund\n\n\n\n\n\nFederated Institutional Prime Value Obligations Fund Federated Project and Trade Finance Core Fund Federated Hermes Quality Bond Fund II Federated Real Return Bond Fund Federated Short-Intermediate Duration Municipal Trust Federated Short-Intermediate Total Return Bond Fund Federated Short-Term Income Fund Federated Strategic Income Fund Federated Tax-Free Obligations Fund Federated Institutional Tax-Free Cash Trust Federated Total Return Bond Fund Federated Total Return Government Bond Fund Federated Trade Finance Income Fund Federated Treasury Cash Series Federated Treasury Obligations Fund Federated Trust for U.S. Treasury Obligations Federated U.S. Government Securities Fund: 1-3 Years Federated U.S. Government Securities Fund: 2-5 Years Federated U.S. Treasury Cash Reserves Federated Ultrashort Bond Fund Federated Unconstrained Bond Fund Federated Virginia Municipal Cash Trust High Yield Bond Portfolio Short Fixed Income Fund\n\nAS - Federated High Yield Bond Fund AS - Federated High Yield Portfolio BB&T Funds Prime Money Market Chesapeake Investors Gartmore- Federated GVIT High Income Great West- Maxim Federated Bond Fund IDEX Federated Tax Exempt ONatl - High Income Bond Portfolio SA - Corporate Bond Portfolio Trav - High Yield Portfolio"}]}, {"title": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "CORPORATE SPONSORSHIP AGREEMENT", "answer_start": 0}], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Vendor", "answer_start": 213}, {"text": "Torvec", "answer_start": 226}, {"text": "Torvec Inc.", "answer_start": 226}, {"text": "Phoenix Performance, LLC", "answer_start": 140}], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "May 18, 2010", "answer_start": 88}], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "May 18, 2010", "answer_start": 88}], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 719}], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "This Agreement is to be governed and construed according to the laws of the State of New York without regard to conflicts of law.", "answer_start": 10354}], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning  party the right to immediately cancel and terminate this Agreement.", "answer_start": 8777}, {"text": "not be unreasonably withheld.", "answer_start": 8747}, {"text": "Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall", "answer_start": 7694}], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 3712}], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 3712}], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 1645}], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "Subaru of America, Inc., its parent and subsidiaries shall be included as  additional insureds under the CGL using ISO additional insured endorsement CG 20 10 or a substitute providing equivalent coverage.", "answer_start": 8314}, {"text": "Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence.", "answer_start": 7856}, {"text": "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.", "answer_start": 6135}, {"text": "CGL coverages shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent coverage and shall cover  liabilities arising from events, premises, operations, independent contractors, products-completed operations, personal injury and  advertising injury, and liability assumed under an insured contract.", "answer_start": 7982}], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "CORPORATE SPONSORSHIP AGREEMENT\n\nThis agreement (the \"Agreement\") is entered into as of May 18, 2010, (the \"Effective Date\") by and between Phoenix Performance, LLC, 481  Schuylkill Road, Phoenixville, PA 19460 (\"Vendor\") and Torvec Inc.., a New York corporation with its principal place of business located at 1999  Mt Read Blvd, Building 3, Rochester, NY. 14615 (Torvec).\n\nRECITALS\n\nWHEREAS, the parties desire to enter into an agreement regarding promotional, marketing and sponsorship activities designed to be of  mutual benefit as described herein; and\n\nNOW, THEREFORE, for and in consideration of the mutual covenants, rights and obligations set forth in this Agreement, the parties agree  as follows:\n\n1. Term\n\nThe 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.\n\n2. Termination\n\n(a) Either party may terminate this Agreement immediately if the other party (i) files a petition commencing a voluntary case under the  Bankruptcy Code; (ii) makes a general assignment for the benefit of creditors; (iii) admits in writing its inability to pay its debts as they become  due; (iv) seeks, consents to or acquiesces in the appointment of any trustee, receiver or liquidator of it or any part of its property; or (v) has  commenced against it an involuntary case under the Bankruptcy Code or a proceeding under any receivership, composition, readjustment,  liquidation, insolvency, dissolution or like law or statute, which case or proceeding is not dismissed or vacated within sixty (60) days.\n\n(b) 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.\n\nPreparation, maintenance and running of one (1) T-1 C5 Corvette race vehicle to race in:\n\na. 1 round of the World Challenge series in the GTS class (Mosport Double);\n\nb. 4 rounds of SCCA National Racing (events to be finalized but at this time expected to be NJMP, Road America, Watkins Glen  Double);\n\nc. the SCCA runoffs at Road America.\n\n.\n\n5. Payment and Other Consideration\n\nAs consideration for the benefits it receives under this Agreement, Torvec shall provide the following to Vendor:\n\nSee Exhibit A\n\nThe schedule set forth in Exhibit A will constitute invoicing for the events. 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. All checks shall be made payabe to: Phoenix Performance, LLC and mailed to 481, Schuylkill  Rd, Phoenixville, Pa. 19460.\n\n(b) Equipment\n\n           3.     Responsibilities and Benefits\n\n        Vendor shall be responsible for the following in 2010:\n\n  4.  Torvec Benefits\n\n     During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits:\n\n  a)  Primary sponsorship rights to all of Vendor's participation efforts in the above race events.\n\n  b)  The right to specify and approve all team sponsorship identification markings, logos, graphics, etc. for vehicle livery, team  equipment and uniforms.\n\n  c)  Sole right to disapprove any driver selected by Vendor for any reason. The driver for these events will be John Heinricy.\n\n  (a)  Payment Schedule\n\n\n\n\n\nTorvec 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..\n\n6. Grant of License\n\nEach 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.  Neither party will use the other's Trademarks without obtaining the prior approval of the other party. Any materials using Trademarks which are  submitted to one party by the other are deemed to be approved if the receiving party has not disapproved the material in writing within ten (10)  business days after it receives a request for approval. The parties shall not unreasonably disapprove any material. If any material is disapproved  by one party, it will advise the other of the specific reasons for the disapproval. Once materials are approved by one party, the other party may  make multiple uses of those approved materials and any images, likenesses, and photographs contained therein in the same or substantially similar  media without seeking the other party's further approval.\n\nThe approval by a party to use its registered symbols or trademarks does not convey any rights, title or interest to the other party in and to  such registered symbols and trademarks. The party receiving permission to use a registered symbol or trademark will (i) follow all reasonable  instructions from the\n\nowner regarding that symbol or trademark; and (ii) take all reasonable steps to protect it, including, when appropriate, using the symbols \"\u00ae\" or  \"\u2122\". The rights granted under this Section 6 cease upon the expiration or termination of this Agreement.\n\n7. Confidentiality\n\nIt is recognized that Torvec is a public company and as such, will file this Agreement with the United States Securities and Exchange  Commission in accordance with rules and regulations promulgated by the Commission. It is also recognized that Torvec is entering into this  Agreement in order to promote the aftermarket sale of its IsoTorque differential and to that end, either party may issue press and other  informational releases, announcements, promotional programs, packages and materials relating to the subject matter of this Agreement without the  other party's approval, provided that both parties shall have the right to comment upon and offer suggestions with respect to such releases,\n\nprograms, etc. prior to their actual release.\n\n8. Insurance\n\nVendor 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. In addition to covering all of the normal operations of Vendor, this insurance shall cover all of the activities and  events described under this Agreement.\n\n9. Representations\n\nVendor represents and warrants to Torvec the following: (i) it has the authority to enter into this Agreement and to perform hereunder in  accordance with its provisions; (ii) no other person or entity has the right to be the exclusive automotive sponsor of the activities and the events  set forth in this Agreement; and (iii) it will perform its obligations under this Agreement in compliance with all applicable laws, rules and  regulations.\n\n10. Notices\n\nAll notices provided herein shall be in writing and are effective upon receipt if hand delivered, sent by overnight courier (with ability to  confirm receipt), by fax or by registered or certified mail, return receipt requested, addressed to the respective parties hereto as follows:\n\nEither party may change its address for notice by giving written notice to the other party.\n\n11. Amendments\n\nThis Agreement shall not be altered or amended, nor any rights hereunder waived, except by written agreement between both parties. No  waiver of any term, provision or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or  continuing waiver of any other term, provision or condition.\n\n12. Assignment\n\nNeither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall\n\n  \u2022  General Liability: Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence.  CGL coverages shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent coverage and shall cover  liabilities arising from events, premises, operations, independent contractors, products-completed operations, personal injury and  advertising injury, and liability assumed under an insured contract. Subaru of America, Inc., its parent and subsidiaries shall be included as  additional insureds under the CGL using ISO additional insured endorsement CG 20 10 or a substitute providing equivalent coverage.\n\n          If to Vendor(s):   If to Torvec: Phoenix Performance, LLC   Torvec, Inc.. 481 Schuylkill Road   1999 Mt Read Blvd Phoenixville, PA 19460   Building 3 ATTN: JOE AQUILANTE   Rochester, NY. 14615 Fax: 610.482.0142\n\n\n\n\n\nnot be unreasonably withheld. Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning  party the right to immediately cancel and terminate this Agreement.\n\n13. No Joint Venture\n\nThis Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties. Neither  party may obligate or bind the other in any manner whatsoever, and nothing in this Agreement gives any rights to any third person. At all times,  the parties are independent contractors.\n\n14. Survival\n\nThose provisions of this Agreement which by their nature extend beyond termination or expiration of this Agreement will survive such  termination or expiration.\n\n15. Waiver\n\nNo waiver of a breach of any provision of this Agreement is effective unless approved in writing by the waiving party. If a party at any time  fails to demand strict performance by the other of any of the terms, covenants or conditions set forth in this Agreement, that waiver does not  constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision of this Agreement.\n\n16. Other Instruments\n\nThe parties will execute and deliver such other and further instruments and documents as are or may become necessary to effectuate and  carry out the rights, responsibilities, and obligations created by this Agreement.\n\n17. Paragraph Headings\n\nParagraph headings in this Agreement are for convenience only. They form no part of this Agreement and shall not affect its interpretation.\n\n18. Governing Law, Jurisdiction and Venue\n\nThis Agreement is to be governed and construed according to the laws of the State of New York without regard to conflicts of law. The  parties agree that each of them hereby submits to the jurisdiction of the New York State and federal courts for the purpose of resolving any  dispute arising under this Agreement and that the exclusive venue for resolution of such disputes shall be state or federal courts located in  Monroe County, New York.\n\n20. Entire Agreement\n\nThis Agreement contains the entire agreement between the parties with respect to the subject matter herein and supercedes all prior  understandings, written or oral, between the parties with respect to this subject matter. No variations, modifications, or changes in this Agreement  are binding upon any party to the Agreement unless set forth in a document duly executed by or on behalf of such parties.\n\n21. Force Majeure\n\nNeither party will hold the other liable for failure to comply with any of the terms or conditions of this Agreement when such failure to  comply has been caused by fire, weather, labor dispute, strike, war, insurrection, terrorism, government restriction or acts of God beyond the  reasonable control of the parties, provided the party failing to comply uses all reasonable diligence to remedy such failure as promptly as  practicable.\n\n22. Severability\n\nIf for any reason one or more provisions of this Agreement are held to be invalid, illegal or unenforceable in any respect, such provision will  be deemed deleted, and the deletion will not affect the validity of other provisions of this Agreement.\n\n23. Construction\n\nThe rule of construction to the effect that any drafting ambiguities are to be resolved against the drafting party will not be employed in the  interpretation of this Agreement or any amendments or exhibits thereto.\n\nIN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have caused this Agreement to be executed and delivered  by their proper and duly authorized officers or representatives as of the date first above written.\n\nSignature Signature\n\n      FOR VENDOR:    FOR TORVEC.:\n\n      Joseph F. Aquilante, President     Print Name and Title of person above\n\nKeith E. Gleasman, President     Print Name and Title of person above"}]}, {"title": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "ENDORSEMENT AGREEMENT", "answer_start": 15}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "National Football League Alumni - Northern California Chapter", "answer_start": 111}, {"text": "NFLA-NC", "answer_start": 175}, {"text": "National Football League Alumni, Inc.", "answer_start": 321}, {"text": "Food For Athletes, Inc", "answer_start": 520}, {"text": "Gridiron BioNutrients\u2122", "answer_start": 599}, {"text": "(collectively the \"Company\").", "answer_start": 753}, {"text": "NFLA", "answer_start": 175}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "October 30, 2017", "answer_start": 85}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.", "answer_start": 23974}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.", "answer_start": 23974}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 25786}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 7218}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 4314}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "All payments shall be made by wire transfer drawn to the account of NFLA-NC no later than ten (10) business days after the end of each quarter as follows:   $0.05 per Unit as described herein of Company's Products sold in the Contract Territory payable to NFLA-NC.", "answer_start": 15901}, {"text": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter.", "answer_start": 10191}, {"text": "The NFLA-NC will donate 15% of the above described proceeds to the NFLA.", "answer_start": 10986}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year.", "answer_start": 28789}, {"text": "NFLA to send a minimum of two (2) dedicated e-blasts per year to NFLA database.", "answer_start": 28622}, {"text": "NFLA to feature Company on all social media channels a minimum of four (4) times per year.", "answer_start": 28988}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 6822}, {"text": "The NFLA agrees to license such rights to the Company.", "answer_start": 1530}, {"text": "Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event.", "answer_start": 4541}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 4314}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 20543}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "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", "answer_start": 24192}, {"text": "In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages.", "answer_start": 24602}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance.", "answer_start": 23057}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 21470}], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "EXHIBIT 10.1   ENDORSEMENT AGREEMENT   This Endorsement Agreement (\"Agreement\") made October 30, 2017, between National Football League Alumni - Northern California Chapter (\"NFLA-NC\"), a charitable corporation organized under the laws of California, having its principal office at 1311 Madison Avenue, Redwood CA 94061; National Football League Alumni, Inc. (\"NFLA\"), a charitable corporation organized under the laws of Florida, having its principal office at 8000 Midlantic Drive, 130 S., Mount Laurel, NJ. 08054 and Food For Athletes, Inc. a corporation organized under the laws of California / Gridiron BioNutrients\u2122, a corporation organized under the laws of Nevada having their principal office(s) at 1119 West 1st Ave., STE G, Spokane, WA 99201 (collectively the \"Company\").   RECITALS   A. Whereas, NFLA is a nationwide group of former National Football League players, coaches, and other employees whose mission is to serve, assist and inform players and their families. The association offers a variety of medical, financial and social programs to help members lead healthy, productive and connected lives.    B. Whereas, NFLA-NC is a local Chapter of the NFLA and supports the organizations \"Caring for Kids\" initiative through fundraising for youth-related charities.    C. The Company desires to obtain the rights to use the Pro Football Legends Logo of the NFLA in connection with the advertisement and promotion of certain of its products. An image of the Pro Football Legends Logo is depicted in Exhibit A.    D. The NFLA agrees to license such rights to the Company.   In consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows:   SECTION ONE. DEFINITIONS   As used in this Agreement, the following terms shall be defined as follows:   A. \"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.    B. \"Contract Territory\" shall mean worldwide.    C. \"Contract Year\" shall mean each of the consecutive 12-month periods beginning on the effective date of the Agreement of the Contract Period.   1\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      D. \"Gross Sales\" shall mean total revenues, under generally accepted accounting principles, from sales of the Licensed Products, but does not include any revenue from sales, use or other transaction taxes, duties, handling, graphics, embroidery or shipping.    E. \"Net Sales\" shall mean Gross Sales less Product returns, trade discounts, samples, allowances, value added services, markdowns, customer charge backs and liquidation sales (substantially discounted and out of ordinary distribution channel) of Licensed Products.    F. \"Licensed Products\" shall mean BlackMP Living Water, BlackMP Concentrate, Zezel Probiotic Water, Zayin Sports Water, Gridiron MVP\u2122 and Gridiron MVP\u2122 Concentrate using the Pro Football Legends Logo on the Licensed Products' affixed labels, hang-tags or packaging. Other products of the Company may be added to the list of Licensed Products during the Contract Period by written amendment to this Agreement. All amendments to this Agreement must be signed by all parties to this Agreement.    G. \"Products\" shall mean goods manufactured, distributed or otherwise sold by the Company.    H. \"Licensed Marks\" shall mean in connection with the rights and benefits granted to Company hereunder as set forth in General Terms. Company may utilize only the logo and other trademarks listed on Exhibit A (the \"Licensed Marks\") during the Term and within the Territory solely in connection with advertising and promotional materials that identify Company as a sponsor of the Pro Football Legends, provided that NFLA first approves all such uses in writing. Any use of the Licensed Marks will bear the trademark and/or copyright notices required by NFLA to facilitate its trademark protection program and will be a \"work made for hire\" for NFLA. All of Company's uses of the Licensed Marks shall inure to the benefit of the NFLA. After the expiration or termination of this Agreement, Company will refrain from further use of the Licensed Marks used pursuant to this Agreement. 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. Company acknowledges that this Agreement does not grant Company any rights with respect to any other NFLA Marks (defined below), the name, likeness, signature, or other attributes of any NFLA member or other individual, or any audio or video of any NFLA event. Company agrees that the quality of all services offered by Company under the Licensed Marks will conform to Licensor's written quality control standards and that Company will annually provide to NFLA samples of any advertising and marketing materials that use the Licensed Marks.    I. \"Trademark Protection\" for the purposes of this agreement, \"NFLA MARKS\" means the names, symbols, emblems, designs, and colors of the NFLA, including but not limited to the Licensed Marks. Company acknowledges and agrees that all right, title and interest in and to the NFLA marks belongs to the NFLA. Company agrees that NFLA marks possesses a special, unique and extraordinary character that makes difficult assessment of the monetary damages that would be sustained by their unauthorized use. Company recognizes that irreparable injury would be caused by unauthorized use of any of the NFLA marks, and agrees that injunctive and other equitable relief would be appropriate in the event of such unauthorized use, and that such remedy would not be exclusive of other legal remedies available to NFLA. Company recognizes that great value and goodwill associated with NFLA marks belongs to the NFLA and that the NFLA marks have secondary meaning.   2\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      J. \"NFLA Identification\" means the right to use, subject to the provisions of this Agreement, the NFLA name, and Pro Football Legends Logo and any other means of endorsement by the NFLA used in connection with the advertisement and promotion of the Company and the Licensed Products.    K. \"One (1) Unit\" shall represent $0.05 (1 Unit = $0.05USD) for purposes of defining the monetary donation allocation of the Company's sold products to the NFLA-NC, specific to the terms of this Agreement. A Licensed Product in no circumstance shall be valued at less than one (1) full Unit and under no circumstance shall a Unit be fractionalized (if required rounded up to the nearest whole number). SECTION TWO. GRANT OF RIGHTS   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. 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. It is understood that Company, its authorized distributors and sublicenses may not use the name of the NFLA in connection with any items for sale or resale, other than the Products as specified in this Agreement. The foregoing rights to use the name of the NFLA is limited to television, radio and print advertising, advertising published over the Internet (provided that such material is limited to advertising or Product promotion only), public relations and marketing materials, point-of-sale displays, free standing inserts, videos shown to customers and consumers, catalogs for customers and consumers, direct mail (including e-mail) and billboards. Company shall ensure that all uses of the name of the NFLA comply with applicable law.   SECTION THREE. PRIOR APPROVAL   Company agrees that no use of the name of the NFLA Identification nor any item used in connection with the name of NFLA Identification (including any Licensed Product) will be made under this Agreement unless and until the same is approved by the NFLA. The NFLA agrees that any material, advertising or otherwise, submitted for approval as provided in this section may be deemed by Company to have been approved under this section if the same is not disapproved in writing within ten (10) business days after receipt of the material. The NFLA agrees that it will reasonably cooperate with Company and that any material submitted under this section will not be unreasonably disapproved and, if it is disapproved, that Company will be advised of the specific grounds for disapproval. If Company desires immediate approval of advertising material, Company shall have the right to directly contact the NFLA's authorized agent to obtain such approval. Company agrees to protect, indemnify and hold harmless the NFLA and their authorized agents, or any of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with any advertising material furnished by, or on behalf of Company, except with respect to any inaccurate information furnished by them expressly for use in such advertising.   3\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      SECTION FOUR. REMUNERATION   In consideration of the endorsement rights granted under this Agreement, Company shall provide the following remuneration:   A. An initial one-time license fee of $35,000.00USD (Thirty-Five Thousand Dollars) payable to the NFLA-NC;    B. A one-time $10,000USD (Ten Thousand Dollars) promotional fee payable to NFLA. The $10,000 promotional fee shall be payable in four (4) quarterly payments beginning in 2018: Q1 ($2500); Q2 ($2500); Q3 ($2500); Q4 ($2500). Each payment shall be delivered by no later than the 10t h day of the first month of each quarter.    C. A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. Donated amounts will be allocated and dispersed to the Northern California Chapter beginning on the first full quarter [three (3) month period] of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement. Where the following per Unit conversion shall apply for the term of this Agreement:\n\n a. (1) Bottle of BlackMP LivingWater = 1 Unit\n\n b. (1 )  4oz  bo t t l e  o f  BlackMPConcentrate = 30 Units\n\n c. (1) Bottle of Zezel ProbioticWater = 1 Unit\n\n d. (1) Bottle of Zayin Sports Water = 1 Unit  e. (1) Bottle Gridiron MVP\u2122 Water= 1 Unit\n\n f. (1) 4oz bottle of Gridiron MVP\u2122Concentrate = 30 Units\n\n _____________    * The NFLA-NC will donate 15% of the above described proceeds to the NFLA.\n\n ** The Company will provide to the NFLA-NC upon request the most recent quarterly sales report of the Company'sLicensed Products.   D. Product Commitment. Up to Two-thousand (2,000) 4oz bottles of BlackMP Living Water Concentrate to be used as a \"value appeal\"  for  annual  membership renewal  (up to  a  $220,000 value)  a l located to  the  NFLA and provide a combination/assortment of bottle water to NFLA-NC for display and use though out the term of the Agreement at the NFLA-NC facilities. The Company agrees to pay for all shipping costs of the Products under the Product Commitment to the fulfillment center, currently Sharp Marketing, located in Fort Lauderdale, FL and to any subsequent fulfillment center that is contracted by the NFLA to provide distribution to existing and new NFLA members.    E. Affiliated Partnership Commitment. Company agrees to facilitate and provide in good-faith their affiliated partnership discount program benefits and access to applicable health and wellness research, information and protocols to NFLA members (Current partnership benefit includes providing NFLA members with a 15% discount on all Kraski's Nutrition Real Products For Real People); and    F. Marketing Commitment. Company agrees that it will continue in good-faith to produce and market Licensed Products in the same manner that it is currently producing and marketing such items as of September 2017, unless Company and the NFLA/NFLA-NC believe it is not commercially reasonable to continue to produce and market the Licensed Products.   4\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      SECTION FIVE. SERVICES OF COMPANY   A. Resource Call Center. For the term of this Agreement Company shall provide a call in center whereby NFLA members can call for information, ask questions, and consult with Company's staff on details and specifics of the Company's Products and replenishment program.   SECTION SIX. SERVICES OF NFLA-NC   A. If Company desires to use the services of the NFLA-NC and/or any of its officers and members as a model in connection with Company advertising to promote its Products or as a part of a special promotional appearance for the Company, the NFLA-NC agrees, at the request of Company, to provide a good faith effort services of the officers or members of the NFLA for a reasonable amount of time as mutually agreed upon by all parties and at places reasonably convenient to each parties schedule. Each day shall not exceed a reasonable number of hours unless otherwise mutually agreed upon. The Company agrees that it will reimburse the NFLA-NC and if applicable the NFLA or its officers/members for all reasonable travel, lodging and meal expenses incurred by the NFLA / NFLA-NC or its officers/members in connection with such services. The Company understands that failure to use services of a member of the NFLA / NFLA-NC pursuant to this section shall not result in any reduction in payments to NFLA-NC under this Agreement. The obligations of the NFLA / NFLA-NC to provide services of its officers/members under this Agreement are subject to the condition that payments to NFLA-NC are current and up to date.    B. Should Company use any member of the NFLA-NC in television advertising to promote Company's Products, Company will make all applicable required union scale and pension and welfare payments.    C. During the Contract Period, NFLA-NC shall make a good faith effort to assure that its members shall wear Company Products at all professional and promotional events and at all media appearances where appropriate, and when not in conflict with its members existing agreements. It is agreed that the logo or name of Company (the \"Company Logo\") shall be affixed to an appropriate location (i.e. shoulder-sleeve and/or back] of all Company Products that members of the NFLA-NC wear. Company agrees that it will be responsible for, and the cost of, affixing the Company Logo on all such Company Products. Company acknowledges that other locations on the NFLA-NC Products are reserved for NFLA-NC's other sponsors. Furthermore, Company understands that if the NFLA-NC or its Officers/members participate in a special team event where there is an official uniform, then representatives of the NFLA-NC are permitted to wear such uniform during such event.    D. The NFLA shall list the Company as a sponsor on all of its promotional materials, websites or other electronic media. The NFLA shall allow the Company to participate in local and national NFLA functions (i.e. Super Bowl Parties, Award Ceremonies, Banquets, etc\u2026) at the Company's own expense.    E. The NFLA shall promote Company and Company's products to NFLA database and audience by deliverables listed in Exhibit B.   5\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      SECTION SEVEN. PAYMENTS   All payments shall be made by wire transfer drawn to the account of NFLA-NC no later than ten (10) business days after the end of each quarter as follows:   $0.05 per Unit as described herein of Company's Products sold in the Contract Territory payable to NFLA-NC. Donated amounts will be allocated and dispersed to the NFLA-NC beginning on the first full quarter (three month period) of the Agreement and continue on a quarterly basis thereafter for the term of this Agreement.   Past due payments under this Agreement shall bear interest at the rate of: (a) 1% per month; or (b) the maximum interest rate permissible under law, whichever is less. All amounts in this section are in United States dollars.   SECTION EIGHT. AUTHORIZED AGENT   Each party shall designate its authorized agent for all purposes under this Agreement. All notices or submissions to be made or delivered by the Company, the NFLA or the NFLA-NC pursuant to this Agreement shall be delivered to the agent's address below, free of all charges (for example, shipping charges and customs charges). If any such shipping charges are paid by another party or by its authorized agent, the corresponding party agrees to make prompt reimbursement. All notices or submissions to be made or delivered to Company pursuant to this Agreement shall be delivered to:   The Company Food For Athletes/Gridiron BioNutrients\u2122 Attention: Darren Long 1147 N Roseburg Ct STE A, Visalia CA, 93291   NFLA-NC National Football League Alumni - Northern California Chapter Attention: Russell Isaacson - Comptroller 1311 Madison Avenue Redwood CA 94061   NFLA National Football League Alumni, Inc. Attention: Elvis Gooden 8000 Midlantic Drive, 130 S. Mount Laurel, NJ. 08054   6\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      SECTION NINE. DEFAULT   A. If either party at any time during the Contract Period shall: (i) fail to make any payment of any sum of money specified in this Agreement to be made; or (ii) fail to observe or perform any of the covenants, agreements or obligations under this Agreement (other than the payment of money), the non-defaulting party may terminate this Agreement as follows: As to a default under clause (i) above, if such payment is not made within 10 business days after the defaulting party shall have received written notice of such failure to make payment; or, as to a default under clause (ii) above, if such other default is not cured within 30 days after the defaulting party shall have received written notice specifying in reasonable detail the nature of such default. In order to be a sufficient notice under this section, any such written notice shall specify in detail each item of default and shall specify the provision of this Agreement which applies to each item of default, and shall specify in detail the action the defaulting party is required to take in order to cure each item of default. The termination rights set forth in this section shall not constitute the exclusive remedy of the non-defaulting party under this Agreement, however, and if default is made by either party under this Agreement, the other party may resort to such other remedies as such party would have been entitled to if this section had been omitted from this Agreement, subject to the terms of this Agreement. Termination under the provisions of this section shall be without prejudice to any rights or claims which the terminating party may otherwise have against the defaulting party, and if Company is the defaulting party, Company shall be responsible for any and all payments due under the terms of this Agreement in addition to other liabilities set forth above.    B. If Company shall become bankrupt or insolvent, or if Company's business shall be placed in the hands of a receiver, assignee or trustee, whether by voluntary act of Company or otherwise, the Contract Period, at the election of NFLA, shall immediately terminate.   SECTION TEN. USE OF THE NFLA/NFLA-NC's IDENTIFICATION AFTER TERMINATION   A. 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. Except as provided in paragraph B below, it is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the NFLA.    1. 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.      2. If Company has not disposed of all Licensed Products as provided in subparagraph 1 above by the end of the 90 day period, Company, at its option, may either: (a) remove or obliterate entirely from such Licensed Products (and any labels, tags, riders and the like) all references to any NFLA Identification, and then sell the same; or (b) destroy all such remaining Licensed Products.   7\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      SECTION ELEVEN. TRADEMARKS   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.   SECTION TWELVE. RESERVATION OF RIGHTS   All rights not specifically granted in this Agreement to Company shall remain the property of the NFLA to be used in any manner the NFLA deems appropriate. Company understands that the NFLA has reserved the right to authorize others to use the name of the NFLA within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than Products themselves. NFLA is not aware of any such rights that would conflict with the nature or image of Company Products.   SECTION THIRTEEN. INDEMNITY   Company agrees to protect, indemnify and hold harmless the NFLA / NFLA-NC and their authorized agents, or any of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, including reasonable attorney's fees, arising out of, or in any way connected with, actions or omissions of Company, any advertising material furnished by, or an behalf of, Company, or any claim or action for personal injury, death or other cause of action involving alleged defects in Company's Products or services. Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance.   SECTION FOURTEEN. SPECIAL RIGHT OF TERMINATION   Company shall have the right to terminate this Agreement, upon written notice to the NFLA / NFLA-NC, if the commercial value of the NFLA's endorsement is substantially reduced because an officer of the NFLA / NFLA-NC: (i) has been charged with illegal or immoral conduct which could result in a felony conviction and such charges have not been dismissed or terminated within 90 days. 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.   SECTION FIFTEEN. CONTRACT EXTENSION   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. All terms of this Agreement will automatically commence on November 1st, 2017, and expire on November 2nd, 2020.   8\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      SECTION SIXTEEN. LIMITED 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. In no event will NFLA be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or nonperformance of this Agreement, whether or not NFLA had been advised of the possibility of such damages.   SECTION SEVENTEEN. WAIVER   The failure of either party at any time or times to demand strict performance by the other party of any of the terms, covenants or conditions set forth in this Agreement shall not be construed as a continuing waiver or relinquishment of the same and each party may at any time demand strict and complete performance by the other party of such terms, covenants and conditions. Any waiver of such rights must be set forth in writing.   SECTION EIGHTEEN. SEVERABILITY   If any provision of this Agreement shall be declared illegal, invalid, void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected by such declaration.   SECTION NINETEEN. ASSIGNMENT   This Agreement shall bind and inure to the benefit of Company and NFLA and their respective successors and assigns.   SECTION TWENTY. GOVERNING LAW; ARBITRATION   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. If a dispute arises under this Agreement which cannot be resolved, such dispute shall be submitted to arbitration and resolved by a single arbitrator (who shall be a lawyer not employed by or associated with either party to this Agreement) in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. All such arbitration shall take place at the office of the American Arbitration Association located within 225 miles of Hayward, California. Each party is entitled to depose one fact witness and all expert witnesses retained by the other party, and to conduct such other discovery as the arbitrator deems appropriate. The award or decision rendered by the arbitrator shall be final, binding and conclusive and judgment may be entered upon such award by any court.   SECTION TWENTY-ONE. HEADINGS   Section headings contained in this Agreement are solely for the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement. Accordingly, in case of any question with respect to the construction of this Agreement, it is to be construed as though such section headings had been omitted.   9\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      SECTION TWENTY-TWO. NO JOINT VENTURE   This Agreement does not constitute and shall not be construed as constituting an association, partnership, joint venture or relationship of principal and agent, or employer and employee, between NFLA and Company. Neither party shall have any right to obligate or bind the other party in any manner whatsoever except as expressly set forth in this Agreement, nothing contained in this Agreement shall give, or is intended to give, any rights of any kind to any person.   SECTION TWENTY-THREE. ENTIRE AGREEMENT   This writing constitutes the entire agreement between the parties to this Agreement and may not be changed or modified except by a writing signed by the party or parties to be charged by such change or modification.   The parties have executed this Agreement on October 30, 2017.   Food For Athletes, Inc. / Gridiron BioNutrients\u2122   By: /s/ Darren Long    Darren Long - CEO     The National Football League Alumni, Inc.     By: /s/ Elvis Gooden    Elvis Gooden - President     NFL Alumni - Northern California Chapter   By: /s/ Eric Price    Eric Price - President     10\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      EXHIBIT A PRO FOOTBALL LEGENDS LOGO\n\n    11\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017\n\n\n\n\n\n      EXHIBIT B   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. All e-blast communications must be approved in writing by Company;      2. Newsletter: NFLA to feature Company in Weekly Newsletter \"Partner Spotlight\" a minimum of four (4) times per year. All newsletter communications must be approved in writing by Company; and      3. Social Media: NFLA to feature Company on all social media channels a minimum of four (4) times per year. All newsletter communications must be approved in writing by Company.     12\n\nSource: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017"}]}, {"title": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "Endorsement Agreement", "answer_start": 26949}], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "SQUARE TWO GOLF INC.", "answer_start": 343}, {"text": "KATHY WHITWORTH", "answer_start": 411}, {"text": "the \"Company\"", "answer_start": 391}, {"text": "the \"Professional\"", "answer_start": 512}], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "13th day of October, 1999", "answer_start": 302}], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "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\").", "answer_start": 1490}], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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\").", "answer_start": 1490}], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 17959}], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 22918}], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company, and not to acquire any such interest during the Term.", "answer_start": 19842}, {"text": "To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.", "answer_start": 19446}, {"text": "The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification.", "answer_start": 4701}], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [{"text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification, singly or in any combination, in connection with the production, use, marketing and sale of a \"Kathy Whitworth\" signature line of women's golf clubs (the \"Products\"), as described more fully in Section 3 below.", "answer_start": 1926}, {"text": "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.", "answer_start": 6228}, {"text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "answer_start": 4009}, {"text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others.", "answer_start": 2847}, {"text": "The Professional agrees to use only the golf clubs and golf bags of the Company in any golf event, whether professional or social, during the Term.", "answer_start": 4553}], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [{"text": "conduct which could reasonably be expected to degrade          the Professional, devalue the services of the Professional or to          bring the Professional into public hatred, contempt, scorn or          ridicule, or that could reasonably be expected to shock, insult or          offend the community or to offend public morals or decency.", "answer_start": 11922}, {"text": "acts or omissions reasonably determined by the          Company to be prejudicial or injurious to the business or goodwill of          the Company, its officers, employees, shareholders or products, the          golf industry or professional golf; and", "answer_start": 11642}, {"text": "use of controlled substances, except as prescribed by          a licensed medical professional in the treatment of illness or disease;", "answer_start": 11479}], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": false}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "The Options shall not be assigned, transferred or alienated by the Professional.", "answer_start": 10085}, {"text": "Any attempt to assign, transfer or alienate the Options without the prior written consent of the Company shall be void.", "answer_start": 10166}, {"text": "Any attempted assignment by the Professional without the prior written consent of the Company shall be void.", "answer_start": 21430}, {"text": "The sum of the Quarterly Grant Numbers in each calendar year of the Term shall not exceed fifteen thousand (15,000). The options will expire five (5) years after each grant date.", "answer_start": 9906}, {"text": "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.", "answer_start": 21306}], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 8035}, {"text": "If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.", "answer_start": 8703}], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding 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.", "answer_start": 4189}], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [{"text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others.", "answer_start": 2847}, {"text": "The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows.", "answer_start": 2644}, {"text": "The sum of the Quarterly Grant Numbers in each calendar year of the Term shall not exceed fifteen thousand (15,000). The options will expire five (5) years after each grant date.", "answer_start": 9906}, {"text": "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.", "answer_start": 2368}], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": false}, {"answers": [{"text": "Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property. Recipient further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit the Company ownership of Intellectual Property.", "answer_start": 31013}], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification, singly or in any combination, in connection with the production, use, marketing and sale of a \"Kathy Whitworth\" signature line of women's golf clubs (the \"Products\"), as described more fully in Section 3 below.", "answer_start": 1926}, {"text": "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.", "answer_start": 3638}, {"text": "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.", "answer_start": 6228}, {"text": "The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.", "answer_start": 4009}, {"text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others.", "answer_start": 2847}], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 5135}, {"text": "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.", "answer_start": 18968}, {"text": "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.", "answer_start": 3638}, {"text": "The Professional acknowledges that she will have a right, pursuant to and under the\n\n                                      -6-    7\n\n                                                                  EXECUTION COPY\n\nconditions 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.", "answer_start": 18753}, {"text": "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.", "answer_start": 6228}, {"text": "The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others.", "answer_start": 2847}, {"text": "The Professional acknowledges that she will have a right, pursuant to and under the", "answer_start": 18753}], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "The Company may require the Professional to provide insurance certificates evidencing the same.", "answer_start": 15544}, {"text": "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.", "answer_start": 15166}], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "1\n\n                                  EXHIBIT 10.13\n\n                                                                  EXECUTION COPY\n\n                              ENDORSEMENT AGREEMENT                               ---------------------\n\n         This Endorsement Agreement (\"Agreement\") is made this 13th day of October, 1999 by and between SQUARE TWO GOLF INC., a New Jersey corporation (the \"Company\"), and KATHY WHITWORTH, an individual, with an address at 302 La Mancha Court, Santa Fe, New Mexico, 87501 (the \"Professional\").\n\n                                    RECITALS                                     --------\n\n         WHEREAS, the Company manufactures and sells women's golf clubs and other golf equipment;\n\n         WHEREAS, the Professional is a retired Ladies Professional Golf Association (\"LPGA\") Tour Professional;\n\n         WHEREAS, the Company desires to utilize the services of the Professional in connection with the promotion, marketing, and sale of a signature line of women's golf clubs and the Company's other products and services; and\n\n         WHEREAS, the Company and the Professional desire to enter into an agreement pursuant to which the Professional will serve the Company as an independent contractor, on the terms and subject to the conditions set forth herein.\n\n         NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Company and the Professional hereby agree as follows:\n\n1.       TERM.\n\n         1.1 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\").\n\n2.       ENDORSEMENT SERVICES.\n\n         During the Term, the Professional will provide the services described in this Section 2 (the \"Services\"):\n\n         2.1 The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification, singly or in any combination, in connection with the production, use, marketing and sale of a \"Kathy Whitworth\" signature line of women's golf clubs (the \"Products\"), as described more fully in Section 3 below.\n\n   2\n\n                                                                  EXECUTION COPY\n\n         2.2 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. The golf clinics shall be one or two day events.\n\n         2.3 The Professional agrees to serve as a spokesperson for the Company at up to two (2) Professional Golf Association merchandise shows, including but not limited to the PGA Merchandise Shows.\n\n         2.4 The Professional hereby grants to the Company the exclusive and worldwide right to use her name, likeness, image and personal identification, singly or in any combination, during the Term and for a period of six (6) months after the Term as provided in Section 2.8, in the creation of two (2) print advertisements per year and one (1) television advertisement per year (together, the \"Advertisements\") for any golf equipment, along with all rights in any images, videos, advertisement copy or other materials created by the Professional or others. 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. 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.\n\n         2.5 The Professional hereby grants to the Company an exclusive license to use her name, likeness, image and personal identification in the Company's catalog of products.\n\n         2.6 The Professional agrees to participate in a minimum of five (5) other events per calendar year to market and promote the Company's products,\n\n\n\n\n\nincluding 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.\n\n         2.7 The Professional agrees to use only the golf clubs and golf bags of the Company in any golf event, whether professional or social, during the Term. The Professional agrees (i) to use no golf bag bearing any identification of a competitor of the Company and (ii) to wear no apparel bearing any identification of a competitor of the Company, and will prohibit any caddy of hers from bearing any such identification.\n\n         2.8 The Company shall cease use of the name, likeness, image or personal identification of the Professional upon expiration or termination of this Agreement. 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. The right granted in this section shall expire six (6) months after the termination or expiration of this Agreement. The Professional understands and agrees that the Company shall have no obligation to take action against or attempt to stop distributors, retailers and other third parties to this Agreement who have purchased Products bearing the name, likeness, image or personal\n\n                                      -2-    3\n\n                                                                  EXECUTION COPY\n\nidentification of the Professional from any marketing, advertising, sale or other disposition of such Products, regardless of any use they make of the name, likeness, image or personal identification of the Professional.\n\n3.       LICENSE AND ENDORSEMENT FOR PRODUCTS.\n\n         3.1 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. As a condition precedent to, and a continuing precedent of, any obligations of the Company hereunder, the Professional hereby agrees to use the Products upon their creation and to provide an unqualified and unequivocal endorsement thereof during the Term at the request of the Company at any time or times during the Term in verbal, written or recorded forms. If the Professional is unable at any time during the Term to provide such endorsement of the Products, the Company shall be released from any of its obligations under Sections 4.1, 4.2, and 4.3 hereof to pay any fees or royalties or to provide any stock options to the Professional and may elect to terminate this Agreement without any further obligation to the Professional.\n\n4.       COMPENSATION FOR ENDORSEMENT SERVICES.\n\n         4.1 The Company will pay the Professional a base fee of thirty-six thousand dollars ($36,000) per year (the \"Base Fee\") for Services performed during the Term. The Company shall pay the Base Fee in four (4) equal installments of nine thousand dollars ($9,000) each on March 15, June 15, September 15 and December 15 of each year during the Term commencing on January 15, 2000. The Professional acknowledges that the Company is under no obligation to create or maintain the Products. The Professional agrees that payment of the Base Fee shall satisfy all obligations of the Company hereunder if it elects not to create or market and sell the Products.\n\n         4.2 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. During the Term, the Company shall pay the Royalty Fee, earned for the preceding quarter, to the Professional quarterly, within thirty (30) days of the end of the succeeding calendar year quarter. If the Company decides not to renew this Agreement in accordance with the provisions of Section 8 below, the Company shall pay the Professional an amount equal to two percent (2%) of the net book value of its unsold inventory of Products on December 31, 2004.\n\n         4.3 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. On each March 31, June 30, September 30, and December 31 during the Term that the Company elects to continue the marketing and sale of the Products, the Company will grant to the Professional a number of Options (the \"Quarterly Grant Number\").\n\n                                      -3-    4\n\n                                                                  EXECUTION COPY\n\nThe Quarterly Grant Number shall be the nearest whole number that results from the division of the number of dollars represented by one half of one percent\n\n\n\n\n\n(0.5%) of the Royalty Base by the closing price of the Company's stock on the grant date. The exercise price of the Options shall be the closing price of the Company stock on the grant date. The sum of the Quarterly Grant Numbers in each calendar year of the Term shall not exceed fifteen thousand (15,000). The options will expire five (5) years after each grant date. The Options shall not be assigned, transferred or alienated by the Professional. Any attempt to assign, transfer or alienate the Options without the prior written consent of the Company shall be void.\n\n         4.4 The Company will reimburse the Professional for her reasonable and necessary travel expenses in connection with her performance of the Services.\n\n         4.5 The Company shall be under no obligation to create, market, promote or sell the Products. There shall be no minimum amounts due from the Company hereunder except as specified in Section 4.1 above. The failure of the Company to create, market, promote or sell the Products or to reach any specific sales volume shall not result in any liability of the Company or create any right for the Professional to make a claim against the Company. The Company may elect to dispose of the Products at any price or for no consideration in its sole discretion and shall not be obligated to the Professional for any sale or transfer of the Products which does not produce compensation for the Professional.\n\n5.       PROFESSIONAL'S CONDUCT.\n\n         5.1      The Professional shall at all times during the Term refrain                   from:\n\n                  5.1.1    dishonest, fraudulent, illegal or unethical acts or          omissions;\n\n                  5.1.2    excessive use or abuse of alcohol;\n\n                  5.1.3    use of controlled substances, except as prescribed by          a licensed medical professional in the treatment of illness or disease;\n\n                  5.1.4    acts or omissions reasonably determined by the          Company to be prejudicial or injurious to the business or goodwill of          the Company, its officers, employees, shareholders or products, the          golf industry or professional golf; and\n\n                  5.1.5    conduct which could reasonably be expected to degrade          the Professional, devalue the services of the Professional or to          bring the Professional into public hatred, contempt, scorn or          ridicule, or that could reasonably be expected to shock, insult or          offend the community or to offend public morals or decency.\n\n6.       INDEPENDENT CONTRACTOR.\n\n         6.1 With respect to all Services described in this Agreement, the Professional's status will be that of an independent contractor and not a partner, employee or agent of the Company. The Professional has no power or authority whatsoever to make binding commitments or\n\n                                      -4-    5\n\n                                                                  EXECUTION COPY\n\ncontracts on behalf of the Company. The Professional agrees that she will pay and hold the Company harmless from any and all costs, expenses, fees, dues, pension contributions, benefit contributions and fines associated with her present or future required membership in any trade association, union or professional organization, including but not limited to LPGA, PGA, USGA, SAG or AFTRA, that may be associated with her performance of this Agreement. The Professional represents that no agent or representative fees, charges, rights or claims exist in connection with her execution or performance of this Agreement, and the Professional shall hold harmless the Company from any such liability. Any costs incurred by the Company to comply with any rule, contract, order or other requirement of SAG, AFTRA or other union or professional organization having control or jurisdiction over the Professional or her performance of the services required by this Agreement shall be deducted from the sums due from the Company to the Professional. The Professional agrees that the compensation provided to her under Section 4 of this Agreement shall be deemed compensation for purposes of meeting any minimum pay requirements of any SAG or AFTRA agreement. If any of the above terms are deemed to violate any SAG or AFTRA agreement, the Company shall have the option to terminate this Agreement without liability.\n\n         6.2 The Professional shall have no authority to incur expenses on behalf of the Company without the Company's prior written approval. The Professional shall submit to the Company for written approval a description of anticipated expenses, other than those for reasonable and necessary travel, prior to incurring such expenses. All statements submitted by the Professional for expenses that were not pre-approved by the Company will be subject to review, approval or rejection by the Company in its sole discretion.\n\n         6.3 The Professional will be solely responsible for withholding and paying any and all federal, state and local taxes, including but not limited to payroll, unemployment, social security and income taxes, and any other payments which may be due as a result of or in connection with payments made by the Company for services rendered under this Agreement. The Professional acknowledges that she is not qualified for and will not receive any Company employee benefits or other incidents of employment.\n\n\n\n\n\n         6.4 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.\n\n         6.5      The Professional represents and warrants that:\n\n                  6.5.1    The Professional has the right to enter into this                            Agreement;\n\n                  6.5.2    By agreeing to perform or performing this Agreement,          the Professional will not breach any existing agreement; and\n\n                                      -5-    6\n\n                                                                  EXECUTION COPY\n\n                  6.5.3 Neither the Professional's grant of rights to the          Company under this Agreement nor the Company's exercise of such rights          will cause the infringement of any rights of third parties.\n\n         6.6 The Professional agrees not to enter into any other agreement the performance of which would or could cause an infringement of the rights that the Professional grants to the Company under this Agreement.\n\n7.       TERMINATION.\n\n         7.1 This Agreement shall terminate automatically if the Professional dies or becomes disabled, or suffers illness, mental or physical disability to the extent that she is unable to perform the obligations of the Professional under the terms of this Agreement.\n\n         7.2 Either the Company or the Professional may terminate this Agreement in the event of a non-curable breach of this Agreement by the other party.\n\n         7.3 In case of a breach of the Agreement that is capable of being cured, the non-breaching party shall, before terminating the Agreement, give the breaching party written notice of such breach, and a thirty (30) day period in which to cure such breach.\n\n         7.4 The Professional's obligations under (i) Section 9 hereof and (ii) Exhibit A shall survive a termination of this Agreement for the applicable periods set forth therein. The Company's obligation to compensate the Professional pursuant to Section 4 of this Agreement shall cease on the effective date of termination except as to amounts earned by the Professional and due from the Company accruing prior to such date.\n\n         7.5 The right to terminate outlined in this section shall be in addition to, and not in lieu of, all other remedies which may be available to the non-breaching party, whether at law or in equity, for a breach of this Agreement.\n\n8.       RENEWAL.\n\n         8.1 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.\n\n9.       NON-COMPETITION.\n\n         9.1 The Professional acknowledges that any use of her name, likeness, image or personal identification by any third party in connection with the making, use, sale, marketing, promotion or advertising of golf equipment, including but not limited to golf clubs and golf bags, would cause a likelihood of confusion with the Products of the Company, during the Term and thereafter during the time the Company disposes of inventory on hand at the expiration of this Agreement. The Professional acknowledges that she will have a right, pursuant to and under the\n\n                                      -6-    7\n\n                                                                  EXECUTION COPY\n\nconditions 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. To avoid any possibility of confusion of the public, trademark infringement or interference with the rights of the Company, the Professional agrees not to endorse, license or otherwise authorize the use of her name, likeness or image in connection with another company's golf clubs or golf-related clothing or equipment during the Term and for a period of two (2) years thereafter.\n\n         9.2 The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of\n\n\n\n\n\nthe Company, and not to acquire any such interest during the Term.\n\n10.      RIGHT OF INJUNCTIVE RELIEF.\n\n         10.1 The Professional acknowledges and agrees that a breach of the covenants contained in Section 9 of this Agreement would actually or potentially deprive the Company of a substantial amount of sales and business value and that the amount of injury would be impossible or difficult to ascertain fully. The Company shall, therefore, be entitled to obtain an injunction against the Professional restraining any violation, further violation, or threatened violation of Section 9 above, in addition to any other remedies to which the Company may be entitled by law.\n\n11.      MISCELLANEOUS.\n\n         11.1. ENFORCEABILITY. The unenforceability or invalidity of any provision of this Agreement shall not affect the enforceability or validity of the balance of the Agreement. In the event that any such provision should be or becomes invalid for any reason, such provision shall remain effective to the maximum extent permissible, and the parties shall consult and agree on a legally acceptable modification giving effect to the commercial objectives of the unenforceable or invalid provision, and every other provision of this Agreement shall remain in full force and effect.\n\n         11.2. ASSIGNABILITY. 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. As used in this Agreement, the term \"Company\" shall include any entity to which this Agreement shall have been assigned by the Company, in accordance with the preceding.\n\n         11.3.    AMENDMENT/WAIVER.\n\n                  11.3.1 This Agreement supersedes all prior and contemporaneous          agreements and understandings between the parties with respect to the          subject matter hereof and may not be changed or amended orally.\n\n                                      -7-    8\n\n                                                                  EXECUTION COPY\n\n                  11.3.2 No change, termination or attempted waiver of any of          the provisions of this Agreement shall be of any effect unless the same          is set forth in writing and duly executed by the party against which it          is sought to be enforced.\n\n                  11.3.3 The failure of any party at any time or from time to          time to require performance of the other party's obligations under this          Agreement shall in no manner affect such party's right to enforce any          provisions of this Agreement at a subsequent time. The waiver by any          party of any right arising out of any breach by the other party shall          not be construed as a waiver of any right arising out of a subsequent          breach.\n\n                  11.4. 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.\n\n         11.5. NOTICES. Any communication (including any notice, consent, approval or instructions) provided for under this Agreement may be given to the person to whom it is addressed by delivering the same to or for such person at the address or facsimile number of such person as set out hereinafter or at such other address or number as such person shall have notified to the other party hereto, provided that a copy of any communication sent by fax shall be immediately deposited in the mail. Any communication so addressed and delivered as aforesaid shall be deemed to have been sufficiently given or made on the date on which it was delivered.\n\n                  If to the Company:       S2 GOLF INC.                                            18 Gloria Lane                                            Fairfield, New Jersey 07004                                            Attention:  Mr. Douglas A. Buffington                                            Facsimile number:  (973) 227-7018\n\n                  With a copy to:          Mary Ann Jorgenson, Esq.                                            Squire, Sanders & Dempsey L.L.P.                                            4900 Key Tower                                            127 Public Square                                            Cleveland, Ohio  44114                                            Facsimile number:  (216) 479-8776\n\n                  If to the Professional:  Kathy Whitworth                                            1735 Mistletoe                                            Flower Mound, Texas  75022                                            Facsimile number:  (792) 355-7021\n\n                  With a copy to:          Nick Lampros                                            16615 Lark Avenue                                            Suite 101                                            Los Gatos, California  95032                                            Facsimile number:  (408) 358-2486\n\n\n\n\n\n                                      -8-    9\n\n                                                                  EXECUTION COPY\n\n         11.6. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.\n\n         11.7. INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY AND NON-USE. The Professional acknowledges her obligations under the provisions of the Intellectual Property Rights Confidentiality and Non-Use Obligations Agreement attached hereto as \"Exhibit A\" and made a part hereof by this reference. The rights and obligations of the parties set forth in Exhibit A shall survive the termination or expiration of this endorsement agreement, regardless of cause or circumstances of the termination or expiration.\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.\n\n         SQUARE TWO GOLF, INC.\n\n         By: /s/DOUGLAS A. BUFFINGTON              ---------------------------------                 Douglas A. Buffington                 President\n\n         PROFESSIONAL\n\n         /s/ KATHY WHITWORTH          ------------------------------          Kathy Whitworth\n\n                                      -9-    10\n\n                                                                  EXECUTION COPY\n\n                                    EXHIBIT A\n\n                          Intellectual Property Rights                 Confidentiality and Non-Use Obligations Agreement\n\n         This Agreement by and between SQUARE TWO GOLF INC., a New Jersey corporation (the \"Company\") and KATHY WHITWORTH, an individual residing at 302 La Mancha Court, Santa Fe, New Mexico 87501 (the \"Recipient\"), is part of the Endorsement Agreement of the parties. In consideration of and as an inducement for the Company entering into said Endorsement Agreement with Recipient:\n\n         (a) Recipient acknowledges and agrees that communications for the purpose of proposing to work for or working for the Company have in the past or will entail the disclosure, observation and display to Recipient of information and materials of the Company that are proprietary, confidential and trade secret, which include, but are not limited to, golf equipment marketing plans, research, development and designs, computer software, screens, user interfaces, systems designs and documentation, processes, methods, fees, charges, know-how and any result from the work performed by Recipient or the Company, new discoveries, Intellectual Property (as defined below) and improvements to the Company's products made for or on behalf of the Company (all of which, singly and collectively, \"Information\").\n\n         With regard to such Information, whether or not labeled or specified as confidential, proprietary or trade secret, Recipient agrees:\n\n                  (i) to use the Information solely for the purpose of making          proposals to or working under contracts with the Company; and\n\n                  (ii) not to disclose or transfer the Information to others          without the Company's written permission.\n\n         (b) Recipient will not be prevented from using or disclosing Information:\n\n                  (i) which Recipient can demonstrate, by written records, was          known to it before the disclosure or display of the Information by the          Company to Recipient; or\n\n                  (ii) which is now, or becomes in the future, public knowledge          other than by breach of this Agreement or the endorsement agreement by          Recipient, its employees or agents; or\n\n                  (iii) that is lawfully obtained by Recipient from a source          independent of the Company, which source was lawfully in possession of          the Information and which source had the unrestricted right to disclose          or display the Information to the Recipient; or\n\n                  (iv) that is required by legal process to be disclosed,          provided that Recipient will timely inform the Company of the          requirement for disclosure, will permit the Company to attempt, by          appropriate legal means, to limit such disclosure and will itself\n\n\n\n\n\n                                      A-1\n\n   11\n\n                                                                  EXECUTION COPY\n\n         use appropriate efforts to limit the disclosure and maintain          confidentiality to the extent possible.\n\n         (c) The confidentiality and non-use obligations of Recipient will remain in effect after all work for the Company has been completed.\n\n         (d) All Information, including any copies thereof, in any media, in the possession or control of Recipient and Information embodied or included in any software or data files loaded or stored on computers in the possession or control of Recipient, its agents or employees, shall be removed and returned to the Company upon demand, but no later than the completion of work for the Company.\n\n         (e) Recipient agrees that she will not copy the Information in whole or in part or use all or any part of the Information to reverse engineer, duplicate the function, sequence or organization of the Information for any purpose without the prior written permission of the Company.\n\n         (f) 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. Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other formalities deemed necessary by the Company to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property. Recipient further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit the Company ownership of Intellectual Property.\n\n         (g) Recipient acknowledges and agrees that the Company possesses valuable know-how, proprietary, confidential and trade secret Information that has been procured or developed by the Company at great expense and that its unauthorized disclosure would result in substantial damages to the Company that may not be adequately compensated by monetary relief. Accordingly, Recipient hereby consents to the jurisdiction of the Federal and County Courts in Essex County, New Jersey and agrees that the Company may seek temporary restraining orders against it or other extraordinary relief necessary to protect the Information.\n\n                                      A-2"}]}, {"title": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "ADDENDUM TO\n\nZEBRA\u00ae PARTNERCONNECT DISTRIBUTOR AGREEMENT", "answer_start": 359}], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "SCANSOURCE DE MEXICO S. DE R.L. DE C.V.", "answer_start": 1824}, {"text": "ScanSource Latin America, Inc.", "answer_start": 1257}, {"text": "(Collectively \"Distributor')", "answer_start": 2082}, {"text": "Xplore", "answer_start": 900}, {"text": "ScanSource, Inc.", "answer_start": 1102}, {"text": "Zebra", "answer_start": 534}, {"text": "ScanSource Brazil", "answer_start": 1443}, {"text": "Zebra Brazil", "answer_start": 884}, {"text": "Xplore Technologies Corporation of America", "answer_start": 900}, {"text": "ScanSource Brazil Distribuidora de Technologias, Ltda.", "answer_start": 1443}, {"text": "collectively \"Zebra\"", "answer_start": 1074}, {"text": "ScanSource Latin America", "answer_start": 1257}, {"text": "ScanSource", "answer_start": 1102}, {"text": "Zebra Technologies International, LLC", "answer_start": 534}, {"text": "Zebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda.", "answer_start": 643}, {"text": "ScanSource Mexico", "answer_start": 2061}, {"text": "\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".", "answer_start": 2112}], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "4th day of February 2019", "answer_start": 459}], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "4th day of February 2019", "answer_start": 459}], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "The terms of the Governing Law and Dispute Resolution provisions of the Distribution Agreement will apply to this Addendum.", "answer_start": 6763}], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190509_10-Q_EX-10.2_11661422_EX-10.2_Distributor Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.2\n\nIN ACCORDANCE WITH ITEM 601(b) OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION (THE \"CONFIDENTIAL INFORMATION\") HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. THE CONFIDENTIAL INFORMATION IS DENOTED HEREIN BY [*****].\n\nZEBRA\u00ae PARTNERCONNECT PROGRAM\n\nADDENDUM TO\n\nZEBRA\u00ae PARTNERCONNECT DISTRIBUTOR AGREEMENT\n\nTHIS ADDENDUM (\"Addendum\") is made on the 4th day of February 2019 (\"Effective Date\") between the following parties: Zebra Technologies International, LLC, with an office at 3 Overlook Point, Lincolnshire IL 60069 (\"Zebra\");\n\nZebra Technologies do Brasil - Com\u00e9rcio de Produtos de Inform\u00e5tica Ltda., a company incorporated and organized under the laws of Brazil, with offices at Av. Magalh\u00e4es de Castro, 4800, sala 72-A, Cidade Jardim, CEP 05676-120, S\u00e4o Paulo, sp (\"Zebra Brazil\")\n\nXplore Technologies Corporation of America, a company with its principal place of business at 8601 RR 2222, Building 2, Suite #100, Austin, Texas 78730, U.S.A. (\"Xplore\");\n\n(collectively \"Zebra\")\n\nAND\n\nScanSource, Inc., a company incorporated in South Carolina, with its registered office at 6 Logue Court, Greenville, South Carolina 29615 (\"ScanSource\").\n\nScanSource Latin America, Inc. a ScanSource Affiliate incorporated in Florida, whose registered business address is 1935 NW 87 Avenue, Miami, Florida 33172 (\"ScanSource Latin America\")\n\nScanSource Brazil Distribuidora de Technologias, Ltda., a ScanSource Affiliate incorporated and organized under the laws of Brazil, with offices in the City of S\u00e4o Jos\u00e9 dos Pinhais, State of Paran\u00e5, at Avenida Rui Barbosa, 2529, Modulos 11 and 12, Bairro Jardim Ip\u00e9, CEP: 83055-320, enrolled with the Taxpayer Register (CNPJ/MF) under No. 05.607.657/0001-35 (\"ScanSource Brazil\")\n\nSCANSOURCE DE MEXICO S. DE R.L. DE C.V., a ScanSource Affiliate incorporated in Mexico, whose registered business address is Calle 4 No. 298, Colonia Franccionamiento Industrial Alce Blanco, Naucalpan de Juarez, Estado de M\u00e9xico 53370 (\"ScanSource Mexico\")\n\n(Collectively \"Distributor')\n\n\"Zebra\" and the \"Distributor\" are referred to collectively as 'Parties\" and individually as a \"Party\".\n\nWHEREAS: (A) On February 12, 2014 the Parties entered into an agreement that was renamed, as of April 11, 2016, to: PartnerConnectTM EVM Distribution Agreement, (as amended) (\"Distribution Agreement\"), which relates to Zebra Enterprise Visibility and Mobility ('EVM\") products and services, and which, as acknowledged by the Parties by entering into this Amendment, is in full force and effect and valid as when this Amendment is executed;\n\n(B) Distributor purchases Products from Zebra under the Distributor Agreement;\n\n(C)\u200b Zebra has recently completed the acquisition of Xplore, which transaction closed on August 14, 2018;\n\n(D) Zebra has expanded its products portfolio by adding the product families listed in Exhibit A, that as of the Effective Date hereof are branded Xplore or Motion Computing, thereto (\"Xplore Products\"); (E) Xplore, now a Zebra Affiliate, is the seller of Xplore Products;\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\n(F) Xplore wishes to sell Xplore Products to Distributor and Distributor wishes to purchase such products from Xplore pursuant to the terms and conditions of the Distributor Agreement by entering into this Addendum; and\n\n(G) The Parties desire to amend the Distributor Agreement by adding Xplore Products and authorizing Distributor to purchase such products from Xplore for further resale to members of the Zebra PartnerConnect Program in the Market or Territory. THEREFORE, in consideration of the mutual covenants and promises, and subject to the terms and conditions of the Distributor Agreement, the Parties agree as follows:\n\n1. Expressions used in this Addendum shall have the same meanings given to them in the Distributor Agreement, unless the context requires otherwise.\n\n2. This Addendum automatically incorporates any future amendments to the Distributor Agreement and such amendments will be made part of this Addendum to the extent that the amendments do not conflict therewith, unless otherwise agreed in writing by the Parties.\n\n3. Commencing on the Effective Date hereof, Xplore Products will be considered for all intents and purposes of the Distributor Agreement as Products and the purchase and sale thereof will be conducted in accordance with, and be subject to the terms and conditions of the Distributor Agreement, unless otherwise set out in this section:\n\na. The actual sale of Xplore Products (or any part thereof) is subject to Zebra obtaining the relevant regulatory approvals for the sale of Xplore Products in and into the Market or Territory (or any portion thereof) and shall commence only upon the attainment of such approvals. b. Zebra Consolidated Global Limited Warranty posted at www.zebra.com/partnerconnect-tc or any equivalent website thereof, will not apply to Xplore Products which shall carry the warranty posted at: https://support.xploretech.com/us/support/warranty-specifications/.\n\nc. Certain operational aspects relating to the purchase of Xplore Products, will be governed by the terms and conditions of Exhibit B, attached to this Addendum and incorporated therein by this reference. The terms of the Distribution Agreement will apply to all areas not covered by Exhibit B.\n\n4. By signing this Addendum, Xplore hereby agrees to be bound by the terms of the Distributor Agreement as a party thereto for the sole purpose of selling Xplore Products to Distributor. With the exception of the sale of Xplore Products, Xplore does not assume any obligations (prior, current or future) of Zebra under the Distributor Agreement.\n\n5. In the event of a conflict between the Distributor Agreement with this Addendum, the terms of this Addendum shall take precedence.\n\n6. Signature Counterparts. This Addendum and any additional amendments of addenda to the Distribution Agreement may be executed in two or more of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. A facsimile copy or Computer image, such as a PDF or tiff image, of a signature shall be treated as and shall have the same effect as an original signature. In addition, a true and correct facsimile copy or computer image of this Addendum and any additional amendments of addenda thereto shall be treated as and shall have the same effect as an original signed copy of this document.\n\n7. Term and Termination. This Addendum may be terminated at any time by either Party in accordance with the termination provisions of the Distribution Agreement. The Addendum shall not have an Initial Period.\n\n8. Governing Law and Dispute Resolution. The terms of the Governing Law and Dispute Resolution provisions of the Distribution Agreement will apply to this Addendum.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\nIN WITNESS HEREOF, the Parties have executed this Addendum on the dates specified herein.\n\nZEBRA TECHNOLOGIES INTERNATIONAL, LLC SCANSOURCE, INC. By: /s/ Alex Castaneda By: /s/ Brenda McCurry Name: Alex Castaneda Name: Brenda McCurry Title: VP NA Territory and Channel Sales Title: Vice President, Supplier Services Date: May 7, 2019 Date: 1/29/2019\n\nZEBRA TECHNOLOGIES DO BRASIL- COM\u00c9RCIO DE PRODUTOS DESCANSOURCE LATIN AMERICA, INC.\n\nBy: By: /s/ Marcelo Hirsch Name: Vanderlei Ferreira Name: Marcelo Hirsch Title: Director Title: Managing Director Date: May 8, 2019 Date: 2/7/2019\n\nXPLORE TECHNOLOGIES CORPORATION OF AMERICA SCANSOURCE DE MEXICO S. DE R.L. DE C.V.\n\nBy: /s/ Alex Castaneda By: /s/ Victor Perez Name: Alex Castaneda Name: Victor Perez Title: VP NA Territory and Channel Sales Title: Country Manager Date: May 7, 2019 Date: 26/2/19\n\nSCANSOURCE BRASIL DISTRIBUIDORA DE TECHNOLOGIAS LTDA. By: /s/ Paulo Roberto Ferreira Name: Paulo Roberto Ferreira Title: Executive Director Date: 22/02/19\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\nEXHIBIT A\n\nXplore Products and Distributor Upfront Discounts off List Price therefore\n\n[*****] [*****] [*****] L10 [*****] [*****] R12 [*****] [*****] F5 [*****] [*****] C5 [*****] [*****] B10 [*****] [*****] D10 [*****] [*****] Bobcat [*****] [*****] XC6 [*****] [*****] M60 [*****] [*****] Accessories & Services [*****] [*****]\n\nEXHIBIT B Operational Terms for Purchase of Xplore Products\n\nARTICLE I. PURCHASE ORDERS AND STOCK ON HAND\n\n1. Issuance and Acceptance of Purchase Order. To order the Xplore Products, Distributor shall place a purchase order via sending an email to xpldistributors@zebra.com. Each purchase order shall specify the bill-to address, ship-to address, quantity and description of each Xplore Product ordered, the unit price for each Xplore Product, the requested ship date, the preferred means of delivery, and tax-exempt certifications, if any. Orders received without this information or which contain any discrepancy may be returned to Distributor for completion or revision as applicable. Each purchase order placed by Distributor, as well as each invoice sent by Xplore, shall be governed by the terms of this Addendum and the Distribution Agreement and any additional or different terms within the purchase order or invoice shall have no effect. Each purchase order for the Xplore Products shall be subject to Xplore's acceptance and, upon acceptance, Xplore shall confirm the purchase order and the Estimated Shipping Date with Distributor. Notwithstanding such acceptance, Xplore reserves the right where necessary to amend the Orders including without limitation part numbers, special pricing and Estimated Shipping Date, and may at its sole discretion require an amended Order from Distributor incorporating such changes. For the purposes of this Exhibit B, \"Estimated Shipping Date\" shall mean the estimated shipping date of an accepted purchase order.\n\n2. Purchase Order Rescheduling, Cancellation and Modification. Distributor has the right to cancel, reschedule or modify all or any portion of a purchase order that has been accepted by Xplore at no cost to Distributor only if such cancellation or modification request is made within [*****] business days of PO acceptance or rescheduling request is made at least [*****] business days prior to the most current Estimated Shipping Date for that purchase order. Distributor has the right to change the destination of all or any portion of a purchase order that has been accepted by Xplore at no cost to Distributor only if such change in destination request is made at least [*****] business days prior to the most current Estimated Shipping Date for that purchase order. Except as set forth above, purchase orders are non-changeable and non- cancellable by Distributor, once accepted by Xplore.\n\nCertain purchase orders, determined at Xplore's sole discretion, and generally of large volume and/or extended lead times, may be subject to alternative rescheduling, cancellation, and modification rights. Should such purchase orders be subject to alternative rights, Xplore shall inform Distributor of alternative rights prior to order acceptance. Distributor will then have [*****] business days to accept, or reject, the alternative terms of Xplore for that certain purchase order. If Distributor rejects such alternative terms, the purchase order will not be accepted by Xplore.\n\n3. Product Allocation. If for any reason, Xplore's production is not on schedule, Xplore may, at its sole and absolute discretion, allocate available inventory to Distributor and make shipments in accordance with Zebra's then current processes.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019\n\n\n\n\n\n4. Stock on Hand. Distributor shall use commercially reasonable efforts to maintain thirty (30) days of stock in Distributor's inventory to support sales. Xplore acknowledges that from time to time, Distributor's inventory levels may fall below the thirty (30) days goal that is agreed upon by both Parties. 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.\n\n5. Product Return and Stock Rotation. The terms of Section 3 of Schedule 2 of the Distribution Agreement will apply to Xplore Products, provided however that stock rotation allowance for Xplore Products will be based on the net dollar value of Distributor's purchases in each calendar quarter of Xplore Products and such allowance will be calculated separate and apart from all other Products purchased by Distributor during such period.\n\nARTICLE II. DELIVERY OF PRODUCTS\n\n1. Shipping Terms. Notwithstanding anything to the contrary contained in the Distribution Agreement, and unless notified by Xplore otherwise, shipping terms for Xplore Products will be Delivery Duty Paid (DDP) INCOTERMS\u00ae 2010, whereby Distributor's price, includes all costs of delivery, insurance, import and / or export duties and tariffs. Such prices are exclusive of all federal, state, municipal or other government excise, sales, use, occupational or like taxes in force, and any such taxes shall be assumed and paid for by Distributor in addition to its payment for the Xplore Products. Title and risk of loss to Xplore Products shall pass to Distributor upon delivery to Distributor, as indicated in the Proof of Delivery (PoD) documents. [*****]\n\n1. At Distributor's request, Xplore may deliver Xplore Products directly to Program Members or their respective End Users on behalf of Distributor, and in such instances title and risk of loss will pass to Distributor upon delivery to the applicable recipients, as indicated on the PoD documents. Some exclusions may apply, including countries not served by Xplore shipping and importing methods, and/or countries where Xplore Products, are not certified for resale and/or use.\n\n1. Proof of Delivery (\"POD\"). Xplore shall provide to Distributor, at no charge, a means for confirming proof of delivery for Xplore Product shipments when requested by Distributor. Xplore shall provide packing slips for all shipments.\n\nSource: SCANSOURCE, INC., 10-Q, 5/9/2019"}]}, {"title": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4", "paragraphs": [{"qas": [{"answers": [{"text": "ADDENDUM REQUIRED BY THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK", "answer_start": 0}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "THE GRILLED CHEESE TRUCK, INC.", "answer_start": 3171}, {"text": "KIOSK CONCEPTS, INC.", "answer_start": 3055}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "______ day of ______________, 2015.", "answer_start": 2947}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "ADDENDUM REQUIRED BY THE DEPARTMENT OF LAW OF THE STATE OF NEW YORK   The following Items are required to be included within the Disclosure Document and shall be deemed to supersede the language in the Disclosure Document itself:   3. LITIGATION   Neither the Franchisor, its Predecessor nor any person listed under Item 2 or an affiliate offering franchises under Franchisor's principal trademark:     (A) has an administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud; embezzlement; fraudulent conversion; misappropriation of property; unfair or deceptive practices; or comparable civil or misdemeanor allegations.\n\n  (B) has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise; anti-fraud or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; unfair or deceptive practices; or comparable allegations.\n\n  (C) is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent.   4. BANKRUPTCY   Neither the Franchisor, its affiliate, its predecessor, officers, or general partner during the ten year period immediately before the date of the disclosure document: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code (or any comparable foreign law); (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of the Franchisor held this position in the company or partnership.   IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Addendum dated this ______ day of ______________, 2015.\n\n2\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n              ATTEST   KIOSK CONCEPTS, INC.:                 By:       Witness   Name:       Title:                     MASTER FRANCHISEE: THE GRILLED CHEESE TRUCK, INC.                 By:           Name:       Title:               Witness\n\n3\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015"}]}, {"title": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "VISP WEB SITE BUILDING AND HOSTING AGREEMENT", "answer_start": 0}], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Kingdom Connect, Inc.", "answer_start": 246}, {"text": "YourNetPlus.com, Inc.", "answer_start": 113}, {"text": "Provider", "answer_start": 231}, {"text": "KCI", "answer_start": 359}], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "12th day of May 2003", "answer_start": 77}], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "This agreement shall be for a term of five years from the date of this document.", "answer_start": 893}], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 974}], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 974}], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 8526}], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [{"text": "KCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract", "answer_start": 4828}], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": false}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 6295}], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "CONSIDERATION  TO  PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock.", "answer_start": 5088}], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 5749}], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": false}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "BOLIVARMININGCORP_05_23_2003-EX-2.1-VISP WEB SITE BUILDING AND HOSTING AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "VISP WEB SITE BUILDING AND HOSTING AGREEMENT\n\nThis Agreement is made on this 12th day of May 2003 by and between YourNetPlus.com, Inc., a New York Corporation; with its principle office located at 501 Route 208, Monroe, NY 10950 (\"Provider\") and Kingdom Connect, Inc., a Corporation with its principle office located at 1045 Stephanie Way, Minden, NV 89423 (\"KCI\").\n\nWhereas, Provider is in the business of providing websites and internet connectivity which may be Private Labeled or offered as same service.\n\nWhereas KCI wishes to purchase the services of Provider on behalf of KCI's customers.\n\nWhereas, Provider agrees to provide VISP setup, maintenance, and technical support services for five thousand (5,000) websites for KCI's customers over the next five years.\n\nBe it agreed on this day that the following agreement will govern the relationship between our two companies.\n\n1    TERM\n\nThis agreement shall be for a term of five years from the date of this document. 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.\n\n2    PROVIDER'S  REPRESENTATIONS\n\nYournetplus, one of the largest private label internet service providers in the United States agrees to allow us to prepay for our customers all set up, development, maintenance, and service fees associated with five thousand VISP websites for the customers of KCI at no charge to the customer (churches). Provider represents that these fees normally are charged to the customer according to the following schedule:\n\n$299.00 one time start-up and developmental fee due at contract signing\n\n$29.95 monthly maintenance and service fee\n\n24/7 \"800\" Number Customer Service / Tech Support $25.00 per month for private labeled service and Free for the first 90 days for generic service.  If the ISP does not have 250 users within the first 90 days we will charge $25.00 each month thereafter.\n\n3    PROVIDER'S  RESPONSIBILITIES\n\nProvider agrees to provide KCI with VISP Private labeled website building and maintenance capabilities. Deliverables shall include: Sales collateral materials including brochures and flyers to help KCI sign customers to the service. A fully staffed back end including; Billing, real time credit card transactions, administrative reports, Customer and technical support, Online Customer Account Maintenance, Private labeled E-Mail Server, Administrative E-Mail Addresses, vacation e-mail, Web based and POP Access, Online Interfaces, a private labeled Internet portal for KCI and include an affiliate program.\n\nKCI's Customers will receive an initial VISP web site setup including 5Mbs of storage space, maintenance of the site, technical support, and any services necessary for use of the site for no charge.\n\n4    KCI'S  RESPONSIBILITIES\n\nTo market Private Labeled Service to retail and wholesale clients of KCI.\n\nKCI, 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. KCI shall promptly and fully cooperate with Provider to address and resolve all issues, problems, administrative procedures, End User complaints, regulatory investigations or inquiries or any other circumstances arising from KCI's use of Provider's services.\n\n5    PROPRIETARY  INFORMATION\n\nThe parties understand and agree that the terms and conditions of this Agreement, all documents and invoices and all communications between the parties regarding this Agreement or the Service to be provided as well as such information relevant to any other agreement between the parties (collectively \"Confidential Information\"), are strictly confidential between KCI and Provider. For purposes of this Agreement, \"Confidential Information\" shall mean information in written or other tangible form specifically labeled as such when disclosed by a Party. Confidential Information shall remain the property of the disclosing Party. A Party receiving Confidential Information shall: (1) use or reproduce such information only when necessary to perform this Agreement; (2) provide at the least the same care to avoid disclosure or unauthorized use of such information as it provides to protect it's own Confidential Information and; (3) limit access to such information to it's employees or agents who need\n\n\n\n\n\nsuch information to perform this agreement. Not withstanding anything to the contrary contained herein, a Party shall be allowed to disclose Confidential Information pursuant to judicial or governmental order or if otherwise required to do so by law.\n\nKCI pledges that it will not circumvent the relationships among venders, providers and clients developed by Provider either directly or indirectly, during the contract period and for a period of up to 2 (two) years following termination of this contract\n\n7    CONSIDERATION  TO  PROVIDER\n\nSeven hundred fifty thousand (750,000) shares of Kingdom Connect, Inc. Series A Preferred Stock.  Such stock issued assuming ten million (10,000,000) shares total issued and outstanding and to be adjusted accordingly to represent the same percentage should a different number be outstanding.  Once the common stock has been registered, or, after the one year period applicable under Rule 144, whichever occurs first, the Company at its sole cost and expense have its attorney issue an opinion letter for removal of the legend and release all stock transfer instructions on the common stock, except as maybe required under Rule 144. 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. The damages shall accrue until the transfer agent receives the opinion letter\n\n8    ASSIGNMENT\n\nThis 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.\n\nNotwithstanding the foregoing, either party may assign this Agreement, without the prior consent of the other party, to any person, partnership, firm or corporation affiliated by common ownership with the assigning party, acquiring all or substantially all of such party's assets or, in the case of PROVIDER, acquiring any assets of PROVIDER associated with its wholesale Internet access and services business.\n\n9    ENTIRE  AGREEMENT\n\nThe parties have read this Agreement and all of its Schedules, Exhibits and attachments and agree to be bound by its terms, and further agree that it constitutes the complete statement of the Agreement between them which supersedes all other agreements, covenants, representations or proposals, oral or written, and all other communications between them relating to the subject matter of this Agreement.  In the event of a conflict between the terms and conditions of this Agreement and any Amendments to this Agreement, the terms and conditions of the Amendment(s) shall prevail.  In the event of a conflict between the terms and conditions of this Agreement and any Schedules to this Agreement, the terms and conditions of this Agreement shall prevail.\n\n10   SEVERABILITY\n\nShould any part of this Agreement for any reason be declared invalid by order of any court or regulatory agency, such order shall not affect the validity of any remaining portion, which shall remain in force and effect as if this Agreement had been executed with the invalid portion eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portion of this Agreement without including therein any such part or portion which may, for any reason, be hereafter declared invalid.\n\n11   CONTROLLING  LAW  AND  ARBITRATION\n\nAll 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.  Any controversy or claim arising out of, relating to or in connection with this Agreement that has not been resolved through the informal mediation of the parties shall be resolved through arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect, as modified by the terms set forth below: (a) the arbitration shall be conducted in New York state; (b) the arbitration shall be conducted by a single arbitrator selected by the parties; (c) the parties shall act in a commercially reasonable manner and speedily select and then conduct the arbitration within 45 days with the expenditure of minimal discovery efforts and expense which shall be determined, if necessary, by the arbitrator. The agreement to arbitrate shall be specifically enforceable under prevailing New York law.  Any award rendered by the arbitrator shall be binding and enforceable by any party to the arbitration and judgment shall be rendered upon it in a court of competent subject matter jurisdiction located in New York.\n\n12   REGULATION  FD\n\nRegulation FD's public disclosure requirements include that material information must be disclosed to all shareholders at the same time.  Both companies recognize that the signing of this Agreement creates a relationship that may be considered material news to both companies' shareholders.  For full compliance with Reg. FD, an issuance of a news release may be required.  By signing this agreement, both parties authorize a nationally recognized wire service to\n\n\n\n\n\ndistribute a release regarding this agreement, drafted by Kingdom Ventures. Yournetplus shall have the opportunity to review and approve any press release before it is distributed.\n\n13   KCI  AUTHORIZATION KCI represents that the person executing this Agreement has been duly authorized by KCI to execute KCI to the terms and conditions contained herein. KCI, with full knowledge of all terms and conditions herein, are not in conflict with any law or the terms of any charter or bylaw or any agreement to which KCI is a party or by which it is bound or affected.\n\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on behalf of each other by a person with full power and authority to bind such party.\n\n     Kingdom Connect, Inc.                         YourNetPlus.com\n\n\"KCI\"                                      \"PROVIDER\"\n\nBy:  /s/ Gene Jackson                      By   /s/ Vince Dim    -------------------------------            ------------------------------- Print Name: Gene Jackson                   Print Name: Vince Dima\n\nTitle: CEO                                 Title: President       ----------------------------\n\nDate:      5/12/03                         Date:       5/12/03      -----------------------------              -----------------------------"}]}, {"title": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "JOINT FILING AGREEMENT", "answer_start": 11}], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Clarus IV-C, L.P.", "answer_start": 271}, {"text": "Blackstone Group Management L.L.C.", "answer_start": 477}, {"text": "Clarus IV-B, L.P.", "answer_start": 252}, {"text": "Clarus IV GP, L.P.", "answer_start": 309}, {"text": "Blackstone Clarus GP L.L.C", "answer_start": 356}, {"text": "The Blackstone Group Inc.", "answer_start": 450}, {"text": "Stephen A. Schwarzman", "answer_start": 516}, {"text": "Clarus IV-D, L.P", "answer_start": 290}, {"text": "Clarus IV-A, L.P.", "answer_start": 233}, {"text": "Blackstone Holdings II L.P.", "answer_start": 385}, {"text": "Blackstone Holdings I/II GP L.L.C.", "answer_start": 414}, {"text": "Blackstone Clarus GP L.P", "answer_start": 329}], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "14t h day of February 2020", "answer_start": 1766}], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "GALERATHERAPEUTICS,INC_02_14_2020-EX-99.A-JOINT FILING AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit A\n\nJOINT FILING AGREEMENT\n\nPursuant 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. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. 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. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.\n\nIN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14t h day of February 2020. CLARUS IV-A, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-B, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV-C, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nCLARUS IV-D, L.P. By: Clarus IV GP, L.P., its general partner By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nCLARUS IV GP, L.P. By: Blackstone Clarus GP L.P., its general partner By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.P. By: Blackstone Clarus GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE CLARUS GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS II L.P. By: Blackstone Holdings I/II GP L.L.C., its general partner\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nBLACKSTONE HOLDINGS I/II GP L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\nTHE BLACKSTONE GROUP INC.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]\n\n\n\n\n\nBLACKSTONE GROUP MANAGEMENT L.L.C.\n\nBy: /s/ John G. Finley Name: John G. Finley Title: Chief Legal Officer\n\n/s/ Stephen A. Schwarzman Stephen A. Schwarzman\n\n[Galera Therapeutics, Inc. - Joint Filing Agreement]"}]}, {"title": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "AMENDED AND RESTATED REMARKETING AGREEMENT", "answer_start": 97}], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Trust", "answer_start": 346}, {"text": "Barclays Capital Inc.", "answer_start": 160}, {"text": "Company", "answer_start": 319}, {"text": "Remarketing Agent", "answer_start": 6289}, {"text": "Barclays", "answer_start": 160}, {"text": "RGA Capital Trust I", "answer_start": 334}, {"text": "Reinsurance Group of America, Incorporated", "answer_start": 246}, {"text": "together, the \"Issuers\"", "answer_start": 6339}], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "February 15, 2011", "answer_start": 141}], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 89354}, {"text": "In addition, the obligations of the Remarketing Agent  hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the  Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.", "answer_start": 89709}], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.", "answer_start": 94171}], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 6312}], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 55647}], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "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:\n\n(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\n\n(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.", "answer_start": 7245}], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 86058}], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "All such  insurance is outstanding and duly in force on the date hereof and will be outstanding and duly in force on the Commencement Date and the  Remarketing Settlement Date.", "answer_start": 44953}, {"text": "Such insurance insures  against such losses and risks as are adequate in accordance with the Company's perception of customary industry practice to protect the  Company and its subsidiaries and their businesses.", "answer_start": 44511}, {"text": "The Company and each of its subsidiaries maintains insurance covering their properties, personnel and business.", "answer_start": 44399}], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [{"text": "This Agreement and the terms and provisions hereof are for the sole benefit of only those  persons, except that (A) the representations, warranties, indemnities and agreements of the Issuers contained in this Agreement shall also be  deemed to be for the benefit of the officers, directors and employees of the Remarketing Agent and the person or persons, if any, who control the  Remarketing Agent within the meaning of Section 15 of the Securities Act; and (B) any indemnity agreement of the Remarketing Agent contained  in this Agreement shall be deemed to be for the benefit of directors, trustees, officers and employees of the Company, and the Trust, and any  person controlling the Company or the Trust within the meaning of Section 15 of the Securities Act.", "answer_start": 92455}], "id": "Reinsurance Group of America, Incorporated - A_R REMARKETING  AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": false}], "context": "Exhibit 4.1\n\nEXECUTION VERSION\n\nREINSURANCE GROUP OF AMERICA, INCORPORATED\n\nRGA CAPITAL TRUST I\n\nAMENDED AND RESTATED REMARKETING AGREEMENT\n\nFebruary 15, 2011\n\nBarclays Capital Inc.  745 Seventh Avenue  New York, NY 10019\n\nLadies and Gentlemen:\n\nReinsurance Group of America, Incorporated, a Missouri corporation (the \"Company\"), and RGA Capital Trust I, a Delaware statutory business  trust (the \"Trust\"), issued and sold to Lehman Brothers Inc. and Banc of America Securities LLC (the \"Underwriters\") pursuant to the  Underwriting Agreement, dated December 12, 2001 (the \"Underwriting Agreement\"), 4,500,000 Trust Preferred Income Equity Redeemable  Securities (\"PIERS\")1 units (the \"Firm Units\") issued pursuant to a Unit Agreement (the \"Unit Agreement\") dated as of December 18, 2001, as  supplemented September 12, 2008, among the Company, the Trust, The Bank of New York Mellon Trust Company, N.A., as successor unit agent  (in such capacity, the \"Unit Agent\"), as successor warrant agent (in such capacity, the \"Warrant Agent\"), and as successor property trustee (in  such capacity, the \"Property Trustee\"). 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\").\n\nEach Unit consists of a preferred security, liquidation preference $50 per security, of the Trust (each, a \"Preferred Security\") and a warrant (each,  a \"Warrant\") of the Company to purchase at any time prior to the close of business on December 15, 2050, shares (the \"Warrant Shares\") of  common stock, par value $0.01 per share, of the Company (\"Common Stock\"), subject to antidilution adjustments. Each Preferred Security  represents an undivided beneficial ownership interest in the assets of the Trust, which assets consist solely of the 5.75% Junior Subordinated  Deferrable Interest Debentures due 2051 of the Company (the \"Debentures\"). Certain payments on the Preferred Securities and Common Securities  (the \"Trust Securities\") are guaranteed (the \"Guarantee\") by the Company pursuant to the Guarantee Agreement (the \"Guarantee Agreement\")  dated as of December 18, 2001, between the Company and The Bank of New York Mellon Trust Company, as successor guarantee trustee (in such  capacity, the \"Guarantee Trustee\").\n\nThe Trust was formed on February 9, 2001 pursuant to a trust agreement dated as of February 8, 2001 (the \"Original Trust Agreement\") executed  by the Company, as depositor,\n\n\n\n1   \"Preferred Income Equity Redeemable SecuritiesSM\" and \"PIERSSM\" are service marks owned by Lehman Brothers Inc.\n\n\n\n\n\n\n\nand The Bank of New York (Delaware), as Delaware trustee (in such capacity, the \"Delaware Trustee\"), and a certificate of trust dated as of  February 8, 2001 (the \"Trust Certificate\") filed with the Secretary of State of the State of Delaware. The Trust is governed by, and the Preferred  Securities were issued under, the Original Trust Agreement, as amended and restated by the Amended and Restated Trust Agreement (the  \"Amended and Restated Trust Agreement\" and, together with the Original Trust Agreement, the \"Trust Agreement\")) dated as of December 18,  2001, among the Company, the Property Trustee, the Delaware Trustee and A. Greig Woodring, Jack B. Lay and Todd C. Larson, as the initial  administrative trustees (in such capacities, the \"Administrative Trustees\") which amended and restated the Original Trust Agreement.\n\nThe Trust used the proceeds from the sale of the Trust Securities to purchase the Debentures that were issued pursuant to the Indenture (the  \"Original Indenture\"), as supplemented by a Supplemental Indenture (the \"Supplemental Indenture\" and, together with the Original Indenture, as  so supplemented, the \"Indenture\"), in each case, dated as of December 18, 2001 between the Company and The Bank of New York Mellon Trust  Company, N.A., as successor indenture trustee (in such capacity, the \"Indenture Trustee\"). The Trust will, if and to the extent it receives the  proceeds of a payment on the Debentures, distribute to the holders of the Preferred Securities all payments so received.\n\nThe Company issued the Warrants pursuant to a Warrant Agreement (the \"Warrant Agreement\") dated as December 18, 2001, as amended as of  September 12, 2008, between the Company and the Warrant Agent.\n\nThis Agreement, the Unit Agreement, the Trust Agreement, the Warrant Agreement, the Guarantee Agreement and the Indenture are referred to  herein collectively as the \"Transaction Agreements\" and this Agreement, the Unit Agreement, the Trust Agreement and the Warrant Agreement  are referred to herein collectively as the \"Unit Documents.\"\n\nThe remarketing (the \"Remarketing\") of the Preferred Securities is provided for in the Trust Agreement and in an agreement dated December 18,  2001 between the Company and Lehman Brothers Inc. (the \"Original Remarketing Agreement\"), and if the Debentures have been distributed to  the holders of the Preferred Securities in exchange for such Preferred Securities, pursuant to the Trust Agreement and the Indenture. From the date  hereof, Barclays Capital Inc. (\"Barclays\") hereby agrees to be bound by the Original Remarketing Agreement as amended hereby.\n\nAs used in this Agreement, the term \"Remarketing Securities\" means the Preferred Securities or the Debentures, as applicable, subject to the  Remarketing as notified by the Property Trustee, the Unit Agent and the Indenture Trustee, as applicable, on the third Business Day prior to the  Remarketing Settlement Date; the term \"Remarketing Procedures\" means the procedures in connection with the Remarketing of the Remarketing  Securities described in the Trust Agreement, the Indenture and this Agreement; and the term \"Previous Related Transactions\" means any  transactions in connection with (i) the redemption of or exchange for or exercise of the Warrants or (ii) elections related to participation in the  Remarketing.\n\n2\n\n\n\n\n\n\n\nCapitalized terms used and not defined in this Agreement shall have the meanings assigned to them in the Unit Agreement, the Trust Agreement,  the Warrant Agreement and the Guarantee Agreement or, if not therein defined, the Indenture.\n\nSection 1. Appointment and Obligations of the Remarketing Agent. (a) 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.\n\n(b) The Remarketing Agent agrees to:\n\n(i) use its commercially reasonable efforts to remarket the Remarketing Securities deemed tendered to the Remarketing Agent in the  Remarketing pursuant to the Remarketing Procedures;\n\n(ii) notify the Issuers promptly of the Reset Rate; and\n\n(iii) carry out such other duties as are assigned to the Remarketing Agent in the Remarketing Procedures, all in accordance with the  provisions of the Remarketing Procedures.\n\n(c) 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:\n\n(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\n\n(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.\n\n(d) If, as a result of the efforts described in Section 1(b), the Remarketing Agent determines that it will be able to remarket all Remarketing Securities  deemed tendered for purchase at the purchase price set forth in Section 1(c) prior to 4:00 p.m. (New York City time) on the Remarketing Date, the  Remarketing Agent shall determine the Reset Rate, which shall be the rate per annum (rounded to the nearest one-thousandth (0.001) of one  percent per annum) that the Remarketing Agent reasonably determines, in good faith after consultation with the Company, to be the lowest  distribution rate or interest rate, as applicable, per annum that will enable it to remarket all Remarketing Securities deemed tendered for Remarketing.  In the event of a Remarketing:\n\n(i) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Accreted Value of the  Debentures as of\n\n3\n\n\n\n\n\n\n\nthe end of the day on the day next preceding the Remarketing Settlement Date shall become due on the date which is 93 days following the  Remarketing Settlement Date, and, as a result, the Accreted Value of the Preferred Securities as of the end of the day on the day next  preceding the Remarketing Settlement Date shall be redeemed on the date which is 93 days following the Remarketing Settlement Date;\n\n(ii) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, on the Remarketing Settlement  Date, the rate of interest per annum on the Accreted Value of the Debentures shall become the Reset Rate on the Accreted Value of the  Preferred Securities that is determined pursuant to the Remarketing of the Preferred Securities, and, as a result, the Distribution rate per  annum on the Accreted Value of the Preferred Securities shall become the Reset Rate established in the Remarketing of the Preferred  Securities;\n\n(iii) as of the Remarketing Settlement Date, interest accrued and unpaid on the Debentures from and including the immediately preceding  Interest Payment Date to, but excluding, the Remarketing Settlement Date shall be payable to the holders of the Debentures on the Special  Record Date and, as a result, Distributions accumulated and unpaid on the Preferred Securities from and including the immediately preceding  Distribution Date to, but excluding, the Remarketing Settlement Date shall be payable to the Holders of the Preferred Securities on the Special  Record Date (as defined in the Trust Agreement); and\n\n(iv) in connection with a Remarketing upon a Trading Remarketing Event or a Legal Cause Remarketing Event, the Company shall be  obligated to redeem the Warrants on the Remarketing Settlement Date at a redemption price per Warrant equal to the Warrant Redemption  Amount as of the end of the day on the day next preceding the Remarketing Date.\n\n(e) If none of the holders of Remarketing Securities elects to have Remarketing Securities remarketed in the Remarketing, the Remarketing Agent  shall reasonably determine, in good faith after consultation with the Company, the distribution rate or interest rate, as applicable, that would have  been established had a Remarketing been held on the Remarketing Date, and such rate shall be the Reset Rate, and the related modifications to the  other terms of the Preferred Securities and to the terms of the Debentures and the Warrants shall be effective as of the Remarketing Date.\n\n(f) If, by 4:00 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent is unable to remarket all Remarketing Securities deemed  tendered for purchase, a failed Remarketing (a \"Failed Remarketing\") shall be deemed to have occurred, and the Remarketing Agent shall so  advise by telephone (promptly confirmed in writing) The Depository Trust Company (\"DTC\"), the Property Trustee, the Debenture Trustee, the  Administrative Trustees and the Company. In the event of a Failed Remarketing:\n\n4\n\n\n\n\n\n\n\n(i) beginning on the third Business Day after the Failed Remarketing Date, interest will accrue on the Accreted Value of the Debentures  (which in connection with the expiration of the Warrants is $50), and Distributions will accumulate on the Accreted Value of the Preferred  Securities at the rate described in clause (iii) below;\n\n(ii) the Accreted Value of all outstanding Debentures as of the end of the day on the day next preceding the Remarketing Settlement Date  shall become due on the date which is 93 days following the Failed Remarketing Settlement Date, and, as a result, the Accreted Value of the  Preferred Securities as of the end of the day on the day next preceding the Remarketing Settlement Date shall be redeemed on the date which  is 93 days following the Remarketing Settlement Date with respect to such Failed Remarketing;\n\n(iii) the rate of interest per annum on the Accreted Value of the Debentures shall become 10.25% per annum, and, as a result, the rate of  Distribution per annum on the Accreted Value of the Preferred Securities shall become 10.25% per annum, which shall accrue and be payable  as provided in the Trust Agreement; and\n\n(iv) pursuant to the Indenture, the Company no longer shall have the option to defer payments of interest on the Debentures.\n\n(g) By approximately 4:30 p.m. (New York City time) on the Remarketing Date, provided that there has not been a Failed Remarketing, the  Remarketing Agent shall advise, by telephone (promptly confirmed in writing):\n\n(i) DTC, the Property Trustee, the Debenture Trustee and the Issuers of the Reset Rate determined in the Remarketing and the number of  Remarketing Securities (or, if applicable, aggregate principal amount of Remarketing Securities) sold in the Remarketing,\n\n(ii) each purchaser (or their DTC participant) of the Reset Rate and the number of Remarketing Securities (or, if applicable, aggregate principal  amount of Remarketing Securities) such purchaser is to purchase; and\n\n(iii) each purchaser to give instructions to its DTC participant to pay the purchase price on the Remarketing Settlement Date in same day  funds against delivery of the Remarketing Securities purchased through the facilities of DTC.\n\nSection 2. Representations, Warranties and Agreements of the Issuers. The Trust (as to itself and the Preferred Securities) and the Company  represent, warrant and agree (i) on and as of the date hereof (except to the extent representations relate specifically to the date or date(s) referred to  in clauses (ii) and (iii) of this paragraph), (ii) on and as of the date that the Preliminary Prospectus (as defined in Section 2(a) below) is first  distributed in connection with the Remarketing (the \"Commencement Date\") and (iii) on and as of the Remarketing Settlement Date, that:\n\n5\n\n\n\n\n\n\n\n(a) The Company has filed with the Securities and Exchange Commission (the \"Commission\") an automatic shelf registration statement on Form S- 3 (File Nos. 333-172296 and 333-172296-01) (the \"Registration Statement\"), which registration statement became effective upon filing under Rule  462(e) of the Securities Act of 1933, as amended (the \"Securities Act\"). Such registration statement covers the registration of the Remarketing  Securities (among others) under the Securities Act and has (i) been prepared by the Company in conformity in all material respects with the  requirements of the Securities Act, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act.  The Registration Statement is an \"automatic shelf registration statement\" as defined under Rule 405 of the Securities Act that has been filed with  the Commission not earlier than three years prior to the date hereof. Copies of the Registration Statement and all exhibits thereto have been  delivered by the Company to you. As used in this Agreement, \"Effective Time\" means the date and the time as of which each part of the  registration statement on Form S-3 (File Nos. 333-172296 and 333-172296-01) (the \"Latest Registration Statement\") or the most recent post- effective amendment thereto, if any, became effective; \"Effective Date\" means the date of the Effective Time; \"Preliminary Prospectus\" means  each prospectus included in the Latest Registration Statement, or amendments thereof, before it became effective under the Securities Act and any  prospectus and prospectus supplement filed with the Commission by the Company with the consent of the Underwriters pursuant to Rule 424(a)  of the Securities Act relating to the Remarketing Securities; the term \"Registration Statement\" means such Latest Registration Statement, as  amended as of the Effective Time, including the Incorporated Documents (as defined below) and all information contained in the final prospectus  relating to the Remarketing Securities filed with the Commission pursuant to Rule 424(b) of the Securities Act and deemed to be a part of such  registration statement as of the Effective Time pursuant to Rule 430A or Rule 430B of the Securities Act; and \"Prospectus\" means the prospectus  and prospectus supplement relating to the Remarketing Securities (or in the form made available to the Underwriters by the Company to meet  requests of purchasers) pursuant to Rule 172 or Rule 173 of the Securities Act.\n\nFor purposes of this Agreement, \"free writing prospectus\" has the meaning set forth in Rule 405 of the Securities Act (which does not include  communications not deemed a prospectus pursuant to Rule 134 of the Securities Act and historical issuer information meeting the requirements of  Rule 433(e)(2) of the Securities Act) and \"Time of Sale Prospectus\" means the Preliminary Prospectus together with any free writing prospectuses,  if any, each identified in Schedule 1 hereto, and any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing  to treat as part of the Time of Sale Prospectus (except for purposes of Sections 6(c) and 6(d)), for which the term \"Time of Sale Prospectus\" shall  not include the free writing prospectus(es) identified in Schedule 1). Reference made herein to the Preliminary Prospectus, the Prospectus or the  Time of Sale Prospectus shall be deemed to refer to and include any documents incorporated by reference therein (pursuant to Item 12 of Form S-3  under the Securities Act, as of the date of the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus, as the case may be (such  documents, the \"Incorporated Documents\")), and any reference to any amendment or supplement to the Preliminary Prospectus or the Prospectus  shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations  of the Commission thereunder (collectively, the \"Exchange Act\") after the date of the Preliminary Prospectus, the Prospectus, or the date hereof, as  the case may be, and incorporated by reference in the Preliminary Prospectus, the Prospectus or Time of Sale Prsospectus, as the case may be; and  any reference to any amendment to the\n\n6\n\n\n\n\n\n\n\nRegistration Statement shall be deemed to include the documents filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act  after the Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any notice of objection or  any order preventing or suspending the use of any of the Preliminary Prospectus, any free writing prospectus, the Time of Sale Prospectus, the  Prospectus or the Registration Statement.\n\n(b) The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied or waived.\n\n(c) (i) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the  Prospectus will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the  requirements of the Securities Act (including Rule 415(a) of the Securities Act), the Trust Indenture Act of 1939, as amended, and the rules and  regulations promulgated thereunder (\"Trust Indenture Act\"); (ii) each part of the Registration Statement, as of its Effective Date and as of the date  hereof, and any amendment thereto, as of the date of any such amendment, did not, does not and will not, as the case may be, contain an untrue  statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;  (iii) the Time of Sale Prospectus, as of the date hereof and at the time of each sale (as such phrase is used in Rule 159 under the Act) of the  Securities in connection with the offering and as of the Delivery Date, as then amended or supplemented by the Company, if applicable, does not  and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the  statements therein, in the light of the circumstances under which they were made, not misleading; and (iv) the Prospectus, as of the date hereof  and the Delivery Date, as then supplemented by the Company, if applicable, does not and will not contain an untrue statement of a material fact or  omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which  they were made, not misleading; provided that, the Company makes no representation or warranty as to information contained in or omitted from  the Registration Statement, the Time of Sale Prospectus or the Prospectus in reliance upon and in conformity with written information furnished to  the Company by the Remarketing Agent expressly for inclusion therein, which consists of the name of the Remarketing Agent as set forth on the  front cover page of the Preliminary Prospectus and the Prospectus and the information contained in the second sentence of the fourth paragraph  and in the fifth paragraph under the caption \"Remarketing\" in the Preliminary Prospectus and the Prospectus, it being understood that seven  paragraphs appear within the \"Remarketing\" section.\n\n(d) The Incorporated Documents, when they were filed with the Commission, as the case may be, conformed in all material respects to the  requirements of the Securities Act and the Exchange Act, as applicable; and none of the Incorporated Documents, when such documents were  filed with the Commission, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or  necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further  documents so filed and incorporated by reference in the Time of Sale Prospectus or the Prospectus, when such documents are filed with the  Commission, will conform in all material respects to the requirements of the Exchange Act and will not contain any untrue\n\n7\n\n\n\n\n\n\n\nstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light  of the circumstances in which they were made, not misleading.\n\n(e) The Company meets the requirements to use free writing prospectuses in connection with the offering of the Securities pursuant to Rules 164  and 433 of the Securities Act. Any free writing prospectus that the Company is required to file with the Commission pursuant to Rule 433(d) of the  Securities Act has been, or will be, timely filed with the Commission in accordance with the requirements of the Securities Act. Each issuer free  writing prospectus (as defined in Rule 433(h)(1) under the Act) that the Company has filed, or is required to file, pursuant to Rule 433(d) of the  Securities Act, or that was prepared by or on behalf of or used by the Company complies or will comply in all material respects with the  requirements of the Securities Act. Except for the free writing prospectus(es), if any, identified in Schedule 1 hereto, the Company has not  prepared, used or referred to, and will not, without the Remarketing Agent's prior consent, not to be unreasonably withheld or delayed, prepare,  use or refer to, any free writing prospectus.\n\n(f) No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, shareholders, customers  or suppliers of the Company on the other hand, which is required to be described in each of the Time of Sale Prospectus and the Prospectus which  is not so described.\n\n(g) There are no contracts, agreements or other documents which are required to be described in each of the Time of Sale Prospectus and the  Prospectus or filed as exhibits to the Registration Statement or the Incorporated Documents by the Securities Act or the Exchange Act, as the case  may be, which have not been described in each of the Time of Sale Prospectus and the Prospectus or filed as exhibits to the Registration Statement  or the Incorporated Documents.\n\n(h) Except as set forth in or contemplated by each of the Time of Sale Prospectus and the Prospectus, neither the Company nor any of its  subsidiaries has sustained, since the date of the latest audited financial statements included or incorporated by reference in the Time of Sale  Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or  from any labor dispute or court or governmental action, order or decree; since such date, there has not been any material adverse change in the  capital stock, short-term debt or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development  involving a prospective material adverse change, in or affecting the general affairs, management, consolidated financial position, shareholders'  equity, results of operations, business or prospects of the Company and its subsidiaries, taken as a whole; and subsequent to the respective dates  as of which information is given in the Time of Sale Prospectus and up to the Remarketing Settlement Date, except as set forth in the Time of Sale  Prospectus, (i) neither the Company nor any of its subsidiaries has incurred any liabilities or obligations outside the ordinary course of business,  direct or contingent, which are material to the Company and its subsidiaries taken as a whole, nor entered into any material transaction not in the  ordinary course of business and (ii) there have not been dividends or distributions of any kind declared, paid or made by Company on any class of  its capital stock, except for regularly scheduled dividends.\n\n8\n\n\n\n\n\n\n\n(i) Each of the Company and each of Reinsurance Company of Missouri, Incorporated, RGA Reinsurance Company, RGA Reinsurance Company  (Barbados) Ltd., RGA Life Reinsurance Company of Canada, RGA Americas Reinsurance Company, Ltd. and RGA Atlantic Reinsurance Company  Ltd. (the \"Significant Subsidiaries\"), which are the Company's only \"significant subsidiaries\" (as defined under Rule 405 of the Securities Act),  has been duly organized, is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation, has all  requisite corporate power and authority to carry on its business as it is currently being conducted and in all material respects as described in each  of the Time of Sale Prospectus and the Prospectus and to own, lease and operate its properties, and is duly qualified and in good standing as a  foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property  requires such qualification, except where the failure to so register or qualify would not, reasonably be expected, singly or in the aggregate, to result  in a material adverse effect on the properties, business, results of operations, condition (financial or otherwise), affairs or prospects of the  Company and its subsidiaries, taken as a whole (a \"Material Adverse Effect\").\n\n(j) As of the date of this Agreement, the entities listed on Schedule 2 are the only subsidiaries, direct or indirect, of the Company, and the  Company owns, directly or indirectly through other subsidiaries, the percentage indicated on such Schedule 2 of the outstanding capital stock or  other securities evidencing equity ownership of such subsidiaries, free and clear of any security interest, claim, lien, limitation on voting rights or  encumbrance; and all of such securities have been duly authorized, validly issued, are fully paid and nonassessable and were not issued in  violation of any preemptive or similar rights. There are no outstanding subscriptions, preemptive or other rights, warrants, calls, commitments of  sale or options to acquire, or instruments convertible into or exchangeable for, any such shares of capital stock or other equity interest of such  subsidiaries.\n\n(k) Neither the Company nor any of its subsidiaries is (i) in violation of its respective charter or bylaws, (ii) is in default in the performance of any  bond, debenture, note, indenture, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to  which any of its properties is subject or (iii) is in violation of any law, statute, rule, regulation, judgment or court decree applicable to the Company,  any of its subsidiaries or their assets or properties, except in the case of clauses (ii) and (iii) for any such violation or default which does not or  would not reasonably be expected to have a Material Adverse Effect.\n\n(l) The catastrophic coverage arrangements are described in each of the Time of Sale Prospectus and the Prospectus are in full force and effect as  of the date hereof and all other retrocessional treaties and arrangements to which the Company or any of its Significant Subsidiaries is a party and  which have not terminated or expired by their terms are in full force and effect, and none of the Company or any of its Significant Subsidiaries is in  violation of or in default in the performance, observance or fulfillment of, any obligation, agreement, covenant or condition contained therein,  except to the extent that any such violation or default would not reasonably be expected to have a Material Adverse Effect; neither the Company  nor any of its Significant Subsidiaries has received any notice from any of the other parties to such treaties, contracts or agreements that such  other party intends not to perform such treaty, contract or agreement that would reasonably be expected to have a Material Adverse Effect and, to  the best\n\n9\n\n\n\n\n\n\n\nknowledge of the Company, the Company has no reason to believe that any of the other parties to such treaties or arrangements will be unable to  perform such treaty or arrangement in any respect that would reasonably be expected to have a Material Adverse Effect.\n\n(m) The execution, delivery and performance by the Company and the Trust of the Transaction Agreements, as the case may be, the issuance of  the Unit Securities by the Company and the Trust, as applicable, the Remarketing of the Remarketing Securities by Company and the Trust, as  applicable, and the consummation by the Company and the Trust, as applicable, of the transactions contemplated hereby and thereby (excluding  any Previous Related Transactions) did not and will not violate or constitute a breach of any of the terms or provisions of, or a default under (or an  event that with notice or the lapse of time, or both, would constitute a default), or require consent under, or result in the imposition of a lien or  encumbrance on any properties of the Company or any of its subsidiaries, or an acceleration of indebtedness pursuant to, (i) the charter or bylaws  (or equivalent organizational documents) of the Company or any of its subsidiaries, (ii) any bond, debenture, note, indenture, mortgage, deed of  trust or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which any of them or their property is or  may be bound, (iii) any statute, rule or regulation applicable to the Company, any of its subsidiaries or any of their assets or properties or (iv) any  judgment, order or decree of any court or governmental agency or authority having jurisdiction over the Company, any of its subsidiaries or their  assets or properties, other than in the case of clauses (ii) through (iv), any violation, breach, default, consent, imposition or acceleration relating to  the Original Remarketing Agreement or that would not reasonably be expected to have a Material Adverse Effect and, except for such consents or  waivers as may have been obtained by the Company or such consents or filings as may relate to the Original Remarketing Agreement, or as may be  required under state or foreign securities or Blue Sky laws and regulations by the Financial Industry Regulatory Authority, Inc. (\"FINRA\").\n\n(n) No consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any court or governmental  agency, body or administrative agency is required for the execution, delivery and performance by the Company and the Trust of the Transaction  Agreements, as applicable, the issuance of the Unit Securities by the Company and the Trust, as applicable, the Remarketing of the Remarketing  Securities by the Company and the Trust, and the consummation by the Company and the Trust, as applicable, of the transactions contemplated  hereby and thereby (excluding any Previous Related Transactions), except such as (i) would not reasonably be expected to have a Material  Adverse Effect, (ii) would not prohibit or adversely affect the Remarketing of the Remarketing Securities and (iii) have been obtained and made or,  with respect to current reports on Form 8-K, a Prospectus and a free writing prospectus to be filed with the Commission in connection with the  issuance and sale of the Remarketing Securities, will be made, under the Securities Act, or as may relate to the Original Remarketing Agreement or  may be required under state or foreign securities or Blue Sky laws and regulations or by FINRA or has been obtained from the State of Missouri  Department of Insurance. Except as contemplated hereby, no consents or waivers from any other person were or are required, as applicable, for the  execution, delivery and performance by the Company and the Trust of the Transaction Agreements, as applicable, the issuance of the Unit  Securities by the Company and the Trust, as applicable, the Remarketing of the Remarketing Securities and the consummation by the Company of  the transactions contemplated hereby and thereby, as applicable (excluding the Previous Related Transactions), other than such\n\n10\n\n\n\n\n\n\n\nconsents and waivers as (i) would not reasonably be expected to have a Material Adverse Effect, (ii) may relate to the Original Remarketing  Agreement, (iii) would not prohibit or adversely affect the Remarketing of the Remarketing Securities or (iv) have been obtained.\n\n(o) Except as set forth in or contemplated by the Prospectus or as may relate to the Original Remarketing Agreement, there is (i) no action, suit or  proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or threatened or  contemplated to which the Company or any of its subsidiaries is or may be a party or to which the business or property of the Company or any of  its subsidiaries is or may be subject, (ii) no statute, rule, regulation or order that has been enacted, adopted or issued by any governmental agency  or that has been proposed by any governmental body having jurisdiction over the Company or its subsidiaries and (iii) no injunction, restraining  order or order of any nature by a federal or state court or foreign court of competent jurisdiction to which the Company or any of its subsidiaries is  or may be subject issued that, in the case of clauses (i), (ii) and (iii) above, (x) would, singly or in the aggregate, reasonably be expected to result in  a Material Adverse Effect, (y) would interfere with or adversely affect the issuance of any of the Securities or (z) in any manner draw into question  the validity of any of the Transaction Agreements or the Remarketing of the Remarketing Securities. The Time of Sale Prospectus contains in all  material respects the same description of the foregoing matters contained in the Prospectus.\n\n(p) None of the employees of the Company and its subsidiaries is represented by a union and, to the best knowledge of the Company and its  subsidiaries, no union organizing activities are taking place. Neither the Company nor any of its subsidiaries has violated any federal, state or local  law or foreign law relating to discrimination in hiring, promotion or pay of employees, nor any applicable wage or hour laws, nor any provision of  the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder (collectively, \"ERISA\"), or analogous  foreign laws and regulations, which would reasonably be expected to result in a Material Adverse Effect.\n\n(q) Each of the Company and its subsidiaries has (i) good and, in the case of real property, merchantable title to all of the properties and assets  described in each of the Time of Sale Prospectus and the Prospectus as owned by it, free and clear of all liens, charges, encumbrances and  restrictions, except such as are described in each of the Time of Sale Prospectus and the Prospectus, or as would not reasonably be expected to  have a Material Adverse Effect, (ii) peaceful and undisturbed possession under all leases to which it is party as lessee, (iii) all material licenses,  certificates, permits, authorizations, approvals, franchises and other rights from, and has made all declarations and filings with, all federal, state and  local governmental authorities (including, without limitation, from the insurance regulatory agencies of the various jurisdictions where it conducts  business) and all courts and other governmental tribunals (each, an \"Authorization\") necessary to engage in the business currently conducted by  it in the manner described in each of the Time of Sale Prospectus and the Prospectus, except where failure to hold such Authorizations would not  reasonably be expected to have a Material Adverse Effect, (iv) fulfilled and performed all obligations necessary to maintain each authorization and  (v) no knowledge of any threatened action, suit or proceeding or investigation that would reasonably be expected to result in the revocation,  termination or suspension of any Authorization, the revocation, termination or suspension of which would reasonably be expected\n\n11\n\n\n\n\n\n\n\nto have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, all such Authorizations are valid  and in full force and effect and the Company and its subsidiaries are in compliance in all material respects with the terms and conditions of all such  Authorizations and with the rules and regulations of the regulatory authorities having jurisdiction with respect thereto. No insurance regulatory  agency or body has issued any order or decree impairing, restricting or prohibiting the payment of dividends by any subsidiary of the Company to  its parent, other than any such orders or decrees the issuance of which would not reasonably be expected to have a Material Adverse Effect.  Except as would not have a Material Adverse Effect, all leases to which the Company or any of its subsidiaries is a party are valid and binding and  no default by the Company or any of its subsidiaries has occurred and is continuing thereunder, and, to the Company's knowledge, no material  defaults by the landlord are existing under any such lease.\n\n(r) All tax returns required to be filed by the Company or any of its subsidiaries, in all jurisdictions, have been so filed. All taxes, including  withholding taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities or that are due and  payable have been paid, other than those being contested in good faith and for which adequate reserves have been provided or those currently  payable without penalty or interest. The Company does not know of any material proposed additional tax assessments against it or any of its  subsidiaries.\n\n(s) Neither the Company nor any of its subsidiaries is an \"investment company\" as defined, and subject to regulation, under the Investment  Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the \"Investment Company Act\"), or  analogous foreign laws and regulations.\n\n(t) The authorized, issued and outstanding capital stock of the Company has been validly authorized and issued, is fully paid and nonassessable  and was not issued in violation of or subject to any preemptive or similar rights; and such authorized capital stock conforms in all material respects  to the description thereof set forth in each of the Time of Sale Prospectus and the Prospectus. Except with respect to Warrants to purchase  Common Stock issued by the Company as part of the Trust Preferred Income Equity Redeemable Securities of the Company and RGA Capital Trust  I or otherwise as expressly set forth in the Time of Sale Prospectus (including with respect to preferred stock purchase rights of the Company),  since the date set forth in the Time of Sale Prospectus, (A) there are no outstanding preemptive or other rights, warrants or options to acquire, or  instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or  any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or  any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options (except as contemplated by the terms  of the 6.75% Junior Subordinated Debentures due 2065 of the Company) and (B) there will have been no change in the authorized or outstanding  capitalization of the Company, except with respect to, in the case of each of clause (A) and (B) above, (i) changes occurring in the ordinary course  of business and (ii) changes in outstanding Common Stock and options or rights to acquire Common Stock resulting from transactions relating to  the Company's employee benefit, dividend reinvestment or stock purchase plans.\n\n12\n\n\n\n\n\n\n\n(u) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that  complies with the requirements of the Exchange Act and has been designed by the Company's principal executive officer and principal financial  officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial  statements for external purposes in accordance with United States generally accepted accounting principles. The Company's internal control over  financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting. Since the  date of the latest financial statements included or incorporated by reference in each of the Time of Sale Prospectus and the Prospectus, there has  been no change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect,  the Company's internal control over financial reporting. The Company has established and maintains disclosure controls and procedures (as such  terms are defined in Rule 13a-15(e) of the Exchange Act) in accordance with the rules and regulations under the Sarbanes-Oxley Act of 2002 (the  \"Sarbanes-Oxley Act\") and the Exchange Act. Such disclosure controls and procedures (a) are designed to provide reasonable assurance that  material information relating to the Company and its subsidiaries is made known to the Company's Chief Executive Officer and its Chief Financial  Officer by others within those entities. Such disclosure controls and procedures are effective to provide such reasonable assurance.\n\n(v) The Company and each of its subsidiaries maintains insurance covering their properties, personnel and business. Such insurance insures  against such losses and risks as are adequate in accordance with the Company's perception of customary industry practice to protect the  Company and its subsidiaries and their businesses. Neither the Company nor any of its subsidiaries have received notice from any insurer or agent  of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue such insurance. All such  insurance is outstanding and duly in force on the date hereof and will be outstanding and duly in force on the Commencement Date and the  Remarketing Settlement Date.\n\n(w) Neither the Company nor any agent thereof acting on the behalf of the Company has taken, and none of them will take, any action that might  cause the execution, delivery and performance by the Company and the Trust of the Transaction Agreements, as applicable, the issuance of the  Unit Securities by the Company and the Trust, as applicable, the Remarketing of the Remarketing Securities by the Company and the Trust, as  applicable, and the consummation by the Company and the Trust, as applicable, of the transactions contemplated hereby and thereby to violate  Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal  Reserve System.\n\n(x) 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. The consolidated  historical statements together with the related schedules and notes fairly present, in all material respects, the consolidated financial condition and  results of\n\n13\n\n\n\n\n\n\n\noperations of the Company and its subsidiaries at the respective dates and for the respective periods indicated, in accordance with United States  generally accepted accounting principles consistently applied throughout such periods, except as stated therein. Other financial and statistical  information and data included or incorporated by reference in each of the Time of Sale Prospectus and the Prospectus, historical and pro forma,  are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements, except as may otherwise be  indicated therein, and the books and records of the Company and its subsidiaries.\n\n(y) The 2009 statutory annual statements of each of the Company's U.S. subsidiaries which is regulated as an insurance company (collectively, the  \"Insurance Subsidiaries\") and the statutory balance sheets and income statements included in such statutory annual statements together with  related schedules and notes, have been prepared, in all material respects, in conformity with statutory accounting principles or practices required  or permitted by the appropriate Insurance Department of the jurisdiction of domicile of each such subsidiary, and such statutory accounting  practices have been applied on a consistent basis throughout the periods involved, except as may otherwise be indicated therein or in the notes  thereto, and present fairly, in all material respects, the statutory financial position of the Insurance Subsidiaries as of the dates thereof, and the  statutory basis results of operations of the Insurance Subsidiaries for the periods covered thereby.\n\n(z) The Company and the Insurance Subsidiaries have made no material changes in their insurance reserving practices since December 31, 2009,  except where such change in such insurance reserving practices would not reasonably be expected to have a Material Adverse Effect.\n\n(aa) (i) The Company's senior long-term debt is rated by A.M. Best Company, Inc., by Moody's Investor Services (\"Moody's\") and by Standard &  Poor's Rating Services, Inc. (\"S&P\"); (ii) RGA Reinsurance Company has a financial strength rating of \"A+\" (Superior) from A.M. Best Company,  Inc., \"A1\" from Moody's and \"AA-\" from S&P; (iii) RGA Life Reinsurance Company of Canada has a financial strength rating of \"A+\" (Superior)  from A.M. Best Company, Inc. and \"AA-\" from S&P; and (iv) the Company is not aware of any threatened or pending downgrading of the ratings  set forth in clauses (i), (ii) and (iii) above or any other claims-paying ability rating of the Company or any Significant Subsidiaries, other than as set  forth or described in the Time of Sale Prospectus.\n\n(bb) The Trust has been duly created and is validly existing as a statutory business trust in good standing under the Statutory Trust Act of the  State of Delaware, 12 Del. C. \u00a7 3801 et seq. (the \"Delaware Statutory Trust Act\"), with the power and authority (trust and other) to own property  and conduct its business as described in the Prospectus, and has conducted and will conduct no business other than the transactions  contemplated by the Prospectus.\n\n(cc) Each of the Administrative Trustees is either an officer or employee of the Company or one of its subsidiaries and has been duly authorized by  the Company or such subsidiary to serve in such capacity and to execute and deliver the Trust Agreement.\n\n14\n\n\n\n\n\n\n\n(dd) The Trust is not a party to or bound by any agreement or instrument other than the Transaction Agreements to which it is a party and the  agreements and instruments contemplated by the Trust Agreement and described in the Prospectus; the Trust has no liabilities or obligations  other than those arising out of the transactions contemplated by the Transaction Agreements to which it is a party and described in the  Prospectus; and the Trust is not a party to or subject to any action, suit or proceeding of any nature.\n\n(ee) Each of the Company and the Trust had or has, as applicable, all requisite corporate and trust power and authority, as applicable, to execute,  issue and deliver the Transaction Agreements, to issue the Unit Securities and to cause the Remarketing of the Remarketing Securities and to  perform its respective obligations thereunder; each Transaction Agreement to which the Company and the Trust is a party has been duly  authorized by the Company or the Trust, as applicable, and each Transaction Agreement, when duly executed and delivered by the Company and  the Trust, as applicable, and assuming due authorization, execution and delivery thereof by the other parties thereto, constitutes a valid and  binding agreement of the Company and the Trust, as applicable, enforceable against the Company and the Trust, as applicable, in accordance with  its terms, except (i) as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer or  similar laws now or hereinafter in effect relating to or affecting creditors' rights generally and by general principles of equity, including, without  limitation, concepts of reasonableness, materiality, good faith and fair dealing, or as may be provided in the Original Remarketing Agreement (ii)  that the remedies of specific performance and injunctive and other forms of equitable relief are subject to general equitable principles, whether  such enforcement is sought at law or in equity, (iii) that such enforcement may be subject to the discretion of the court before which any  proceedings therefore may be brought and (iv) with respect to the rights of indemnification and contribution under this Agreement and the  Remarketing Agreement, which enforcement thereof may be limited by federal or state securities laws or the policies underlying such laws (such  exceptions, collectively, the \"Standard Qualifications\"). Each of the Transaction Agreements conforms in all material respects to the description  thereof contained in the Prospectus. The Indenture, the Trust Agreement and the Guarantee Agreement shall have been qualified under the Trust  Indenture Act; and the Indenture, the Trust Agreement and the Guarantee Agreement conform in all material respects to the requirements of the  Trust Indenture Act.\n\n(ff) Each of the Company and the Trust has all requisite corporate or trust power and authority, as applicable, to cause the Remarketing to occur  and to perform its obligations thereunder.\n\n(gg) The Preferred Securities have been duly authorized, executed and delivered by the Trust for issuance and sale pursuant to the Underwriting  Agreement, the Unit Documents and the Trust Agreement and, assuming the Preferred Securities have been duly issued, authenticated and  delivered pursuant to the provisions of the Unit Documents and the Trust Agreement against payment of the consideration thereof in accordance  with this Agreement, the Preferred Securities are duly and validly issued, fully paid and nonassessable interests in the Trust.\n\n15\n\n\n\n\n\n\n\n(hh) The Debentures have been duly authorized for issuance and sale by the Company pursuant to the Underwriting Agreement and the Indenture  and, assuming the Debentures have been duly issued, authenticated and delivered pursuant to the provisions of the Indenture, against payment  of the consideration therefor in accordance with this Agreement, the Debentures are valid and binding obligations of the Company, enforceable  against the Company and entitled to the benefits of the Indenture, except for the Standard Qualifications.\n\n(ii) Neither the Company, nor to its knowledge, any of its Affiliates (as defined in Regulation C of the Securities Act, an \"Affiliate\"), has taken or  will take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to  constitute, the stabilization or manipulation of the price of the Securities to facilitate the sale or resale of such securities.\n\n(jj) No event has occurred nor has any circumstance arisen which, had the Securities been issued on the date hereof, would constitute a default or  an event of default under the Indenture, the Trust Agreement or the Guarantee Agreement.\n\n(kk) Each certificate signed by any officer of the Company and delivered to the Remarketing Agent or counsel for the Remarketing Agent shall be  deemed to be a representation and warranty by the Company to the Remarketing Agent as to the matters covered thereby.\n\n(ll) Each of the Administrative Trustees is either an officer or employee of the Company or one of its subsidiaries and has been duly authorized by  the Company or such subsidiary to serve in such capacity and to execute and deliver the Trust Agreement.\n\n(mm) As of the date of this Agreement, no event has occurred nor has any circumstance arisen which, had the Debentures been issued on such  date, would constitute a default or an Event of Default (as such term is defined in the Indenture).\n\nSection 3. [Reserved.]\n\nSection 4. Fees and Expenses. (a) 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.\n\n(b) The Company agrees to pay:\n\n(i) the costs incident to the preparation and printing of the Prospectus and any amendments or supplements thereto;\n\n(ii) the costs of distributing the Prospectus and any amendments or supplements thereto;\n\n16\n\n\n\n\n\n\n\n(iii) the fees and expenses of qualifying the Remarketing Securities under the securities laws of the several jurisdictions as provided in  Section 5(b) and of preparing and distributing a Blue Sky Memorandum (including related fees and expenses of counsel to the Remarketing  Agent); and\n\n(iv) all other costs and expenses incident to the performance of the obligations of the Issuers hereunder.\n\nThe Trust shall not be liable for any fees and expenses in this Section.\n\nSection 5. Further Agreements of the Company. The Company agrees to use its reasonable best efforts:\n\n(a) To furnish promptly to the Remarketing Agent and to counsel to the Remarketing Agent, copies of the Prospectus (and all amendments  and supplements thereto) in each case as soon as available and in such quantities as the Remarketing Agent reasonably requests for internal  use and for distribution to prospective purchasers. The Company will pay the expenses of printing and distributing to the Remarketing  Agent all such documents.\n\n(b) To deliver promptly to the Remarketing Agent in New York City such number of the following documents as the Remarketing Agent shall  request:\n\n(i) the Prospectus and any amended or supplemented Prospectus; and\n\n(ii) any document incorporated by reference in the Prospectus (excluding exhibits thereto);\n\nand, if the delivery of a prospectus is required at any time in connection with the Remarketing and if at such time any event shall have  occurred as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit  to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made  when such Prospectus is delivered, not misleading, or if for any other reason it shall be necessary during such same period to amend or  supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply  with the Securities Act or the Exchange Act, to notify the Remarketing Agent and, upon its request, to file such document and to prepare  and furnish without charge to the Remarketing Agent and to any dealer in securities as many copies as the Remarketing Agent may from time  to time request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance.\n\n(c) Promptly from time to time to take such action as the Remarketing Agent may reasonably request to qualify any of the Remarketing  Securities for offering and sale under the securities laws of such jurisdictions within the United States as the Remarketing Agent may request  (and such other jurisdictions as to which the Company and the Remarketing Agent mutually agree) and to comply with such laws so as to  permit\n\n17\n\n\n\n\n\n\n\nthe continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the  Preferred Securities; provided that in connection therewith, neither the Company shall be required to qualify as a foreign corporation or to  file a general consent to service of process in any jurisdiction.\n\nSection 6. Conditions to the Remarketing Agent's Obligations. The obligations of the Remarketing Agent hereunder are subject to the accuracy,  on and as of the date when made, of the representations and warranties of the Issuers contained herein, to the performance by the Issuers of their  respective obligations hereunder, and to each of the following additional terms and conditions:\n\n(a) The Remarketing Agent shall not have discovered and disclosed to the Company prior to on or prior to the Remarketing Settlement Date that, in  the opinion of Simpson, Thacher & Bartlett, counsel to the Remarketing Agent, the Registration Statement or any amendment thereto, contained,  as of the Commencement Date, an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to  make the statements therein not misleading or that the Prospectus or any supplement thereto, contains and will contain, as of the date hereof and  the Remarketing Settlement Date, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to  make the statements therein, in light of the circumstances under which they were made, not misleading.\n\n(b) All corporate proceedings and other legal matters incident to the authorization, form and validity of the Registration Statement, the Preliminary  Prospectus, the Prospectus, the Transaction Agreements, the Unit Securities, the Remarketing of the Remarketing Securities and all other legal  matters relating to the Remarketing of the Remarketing Securities and the transactions contemplated hereby and thereby shall be reasonably  satisfactory in all material respects to counsel to the Remarketing Agent.\n\n(c) Bryan Cave LLP or other, special counsel to the Company, shall have furnished to the Remarketing Agent its written opinion, addressed to the  Remarketing Agent and dated such Remarketing Settlement Date to the Remarketing Agent, in form and substance reasonably satisfactory to the  Remarketing Agent, substantially to the effect set forth in Exhibit A.\n\n(d) William L. Hutton, Esq., Senior Vice President, General Counsel and Secretary of the Company, or other counsel to the Company shall have  furnished to the Remarketing Agent his written opinion, addressed to the Remarketing Agent and dated such Remarketing Settlement Date, in form  and substance reasonably satisfactory to the Remarketing Agent, substantially to the effect set forth in Exhibit B.\n\n(e) Richards Layton & Finger, P.A. shall have furnished to the Remarketing Agent its written opinion, as special Delaware counsel to the Trust,  addressed to the Remarketing Agent and dated such Remarketing Settlement Date, in form and substance reasonably satisfactory to the  Remarketing Agent, substantially to the effect set forth in Exhibit C.\n\n18\n\n\n\n\n\n\n\n(f) [Reserved.]\n\n(g) Simpson Thacher & Bartlett LLP, shall have furnished to the Remarketing Agent its written opinion, as counsel to the Remarketing Agent,  addressed to the Remarketing Agent and dated the Remarketing Settlement Date, in form and substance reasonably satisfactory to the  Remarketing Agent.\n\n(h) By the Remarketing Date and the Remarketing Settlement Date, Deloitte & Touche shall have furnished to the Remarketing Agent its letters, in  form and substance reasonably satisfactory to the Remarketing Agent, containing statements and information of the type customarily included in  accountants' initial and bring-down \"comfort letters\" to remarketing agents with respect to the financial statements and certain financial  information contained and incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus.\n\n(i) The Company shall have furnished to the Remarketing Agent a certificate, dated such Remarketing Settlement Date, of its President or any  Executive or Senior Vice President and its principal financial or accounting officer stating, in the name of and in their capacity as officers of the  Company, that:\n\n(i) The representations, warranties and agreements of the Company and the Trust in Section 1 are true and correct in all material respects as  of the Remarketing Settlement Date; the Company and the Trust have complied with in all material respects with all of their agreements  contained herein to be performed prior to or on the Remarketing Settlement Date; and the conditions set forth in Sections 6(k) have been  fulfilled.\n\n(ii) (A) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or  incorporated by reference in each of the Time of Sale Prospectus and the Prospectus any material loss or interference with its business from  (I) any governmental or regulatory action, notice, order or decree of a regulatory authority or (II) fire, explosion, flood or other calamity,  whether or not covered by insurance, or from any labor dispute or court, in each case, otherwise than as set forth each of the Time of Sale  Prospectus and the Prospectus; (B) since such date there has not been any material change in the capital stock, short-term debt or long-term  debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse  change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and  its subsidiaries taken as a whole, otherwise than as set forth or contemplated in each of the Time of Sale Prospectus and the Prospectus; and  (C) the Company has not declared or paid any dividend on its capital stock, except for dividends declared in the ordinary course of business  and consistent with past practice, otherwise than as set forth in each of the Time of Sale Prospectus and the Prospectus and, except as set  forth or contemplated in each of the Time of Sale Prospectus and the Prospectus, neither the Company nor any of its subsidiaries has  entered into any transaction or agreement (whether or\n\n19\n\n\n\n\n\n\n\nnot in the ordinary course of business) material to the Company and its subsidiaries taken as a whole.\n\n(iii) They have carefully examined the Registration Statement, the Time of Sale Prospectus and the Prospectus and, in their opinion (A) the  Registration Statement, as of the Effective Date, did not include any untrue statement of a material fact and did not omit to state a material  fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Time of Sale Prospectus, as of the  Remarketing Date and as of the Remarketing Settlement Date, did not include any untrue statement of a material fact and did not omit to state  a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they  were made, not misleading, (C) the Prospectus, as of the date hereof and as of the Remarketing Settlement Date, did not include any untrue  statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein,  in the light of the circumstances under which they were made, not misleading and (D) since the Effective Date, no event has occurred which  should have been set forth in a supplement or amendment to the Registration Statement, the Time of Sale Prospectus or the Prospectus.\n\n(iv) They have compared the Company's quarterly and annual data for the period ended December 31, 2010 (the \"Earnings Statement\") as  set forth in the Company's current report on Form 8-K filed on February 15, 2011 and incorporated by reference in the Prospectus, and find  the Earnings Statement to be in agreement with the Company's audited financials contained in the Company's annual report on Form 10-K  for the year ended December 31, 2010.\n\n(j) From the Commencement Date until the Remarketing Settlement Date, neither the Company nor any of its subsidiaries (i) shall have sustained  since the date of the latest audited financial statements included or incorporated by reference in the Time of Sale Prospectus any loss or  interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court  or governmental action, order or decree, otherwise than as set forth or contemplated in each of the Time of Sale Prospectus and the Prospectus or  (ii) since such date there shall not have been any change in the capital stock, short-term debt or long-term debt of the Company or any of its  subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position,  prospects, stockholders' equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in each  of the Time of Sale Prospectus and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is, in the judgment of  Barclays, so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Unit Securities being  delivered on such Remarketing Settlement Date on the terms and in the manner contemplated in Time of Sale Prospectus and the Prospectus.\n\n(k) Subsequent to the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Company's or  any Significant Subsidiary's debt securities or financial strength by any \"nationally recognized statistical rating\n\n20\n\n\n\n\n\n\n\norganization\", as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Securities Act (except as contemplated by clause  (ii)), (ii) no such organization shall have publicly announced or privately communicated to the Company or any Significant Subsidiary that it has  under surveillance or review, with possible negative implications, its rating of any of the Company's or any Significant Subsidiary's debt securities  or financial strength, other than any downgrade by Fitch that is consistent with its existing negative outlook and as set forth or contemplated in  each of the Time of Sale Prospectus and the Prospectus, and (iii) the Remarketing Securities shall have continued to be rated (x) by Moody's,  Investor Service, Inc., (y) by Standard & Poor's Corporate Ratings Services, and (x) by A.M. Best Company, Inc.\n\n(l) On or after the date hereof, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities  generally on the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Company's securities on the New York Stock  Exchange; (iii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material  disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities  involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or  crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in  clause (iv) or (v) in the judgment of Barclays makes it impracticable or inadvisable to proceed with the public offering or delivery of the  Remarketing Securities being delivered on such Remarketing Settlement Date on the terms and in the manner contemplated in the Time of Sale  Prospectus and the Prospectus.\n\n(m) By the Remarketing Date, the Company will have filed with the Securities and Exchange Commission its annual report on Form 10-K for the year  ended December 31, 2010.\n\nAll opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the  provisions hereof only if they are in form and substance reasonably satisfactory to counsel to the Remarketing Agent. No opinion shall state that  it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions,  including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). All opinions (other than the opinion referred  to in (g) above) shall state that they may be relied upon by Simpson Thacher & Bartlett LLP as to matters of law (other than New York and federal  law).\n\nSection 7. Indemnification and Contribution. (a) The Company shall indemnify and hold harmless the Remarketing Agent, its officers and  employees and each person, if any, who controls the Remarketing Agent within the meaning of the Securities Act, from and against any loss,  claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action  relating to purchases and sales of the Remarketing Securities), to which the Remarketing Agent or that officer, employee or controlling person may  become subject, under\n\n21\n\n\n\n\n\n\n\nthe Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon:\n\n(i) any untrue statement or alleged untrue statement of a material fact contained in any (A) the Registration Statement, the Time of Sale  Prospectus, any free writing prospectus that the Company has filed or is required to file with the Commission pursuant to Rule 433(d) of the  Securities Act, the Prospectus or in any amendment or supplement thereto, or (B) any blue sky application or other document prepared or  executed by the Company or the Trust (or based upon any written information furnished by the Company or the Trust) filed in any  jurisdiction specifically for the purpose of qualifying any or all of the Remarketing Securities under the securities laws of any state or other  jurisdiction (such application, document or information being hereinafter called a \"Blue Sky Application\");\n\n(ii) the omission or alleged omission to state in Registration Statement, the Time of Sale Prospectus, any free writing prospectus that the  Company has filed or is required to file with the Commission pursuant to Rule 433(d) of the Securities Act, the Prospectus or in any  amendment or supplement thereto, or in any Blue Sky Application, any material fact required to be stated therein or necessary to make the  statements therein (and with respect to the Time of Sale Prospectus, the Prospectus or any such issuer free writing prospectus, in the light of  the circumstances under which such statements are made) not misleading; and\n\n(iii) any act or failure to act or any alleged act or failure to act by the Remarketing Agent in connection with, or relating in any manner to, the  Remarketing, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters  covered by clause (i) or (ii) above, provided that the Company shall not be liable under this clause (iii) to the extent that it is determined in a  final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or  failure to act undertaken or omitted to be taken by the Remarketing Agent through its gross negligence or willful misconduct;\n\nand shall reimburse the Remarketing Agent and each such officer, employee or controlling person promptly upon demand for any legal or other  expenses reasonably incurred by the Remarketing Agent or that officer, employee or controlling person in connection with investigating or  defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that  the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon,  any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement,  the Time of Sale Prospectus, any free writing prospectus that the Company has filed or is required to file with the Commission pursuant to Rule 433 (d) of the Securities Act, or the Prospectus or in any such amendment or supplement, in reliance upon and in conformity with the written  information concerning the Remarketing Agent furnished to the Issuers through the Representatives by or on behalf of the Remarketing Agent  expressly for inclusion therein (which consists of the\n\n22\n\n\n\n\n\n\n\ninformation specified in Section 2(c)). The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to  the Remarketing Agent or to any officer, employee or controlling person of the Remarketing Agent.\n\n(b) The Remarketing Agent shall indemnify and hold harmless the Company, its officers, and employees and each of its directors, the Trust and  each Trustee and each person, if any, who controls any of the Issuers within the meaning of the Securities Act, from and against any loss, claim,  damage or liability, joint or several, or any action in respect thereof, to which the Company, any such director, officer or employee, the Trust or any  such Trustee or any such controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage,  liability or action arises out of, or is based upon:\n\n(i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Time of Sale Prospectus,  any free writing prospectus that the Company has filed or is required to file with the Commission pursuant to Rule 433(d) of the Securities  Act, or the Prospectus or in any amendment or supplement thereto, or in any Blue Sky Application; or\n\n(ii) the omission or alleged omission to state in the Registration Statement, the Time of Sale Prospectus, any free writing prospectus that the  Company has filed or is required to file with the Commission pursuant to Rule 433(d) of the Securities Act, or Prospectus or in any  amendment or supplement thereto, or in any Blue Sky Application, any material fact required to be stated therein or necessary to make the  statements therein (and with respect to the Time of Sale Prospectus, the Prospectus or any such free writing prospectus, in the light of the  circumstances under which such statements are made) not misleading;\n\nbut in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance  upon and in conformity with the written information furnished to the Issuers by or on behalf of the Remarketing Agent specifically for inclusion  therein (which consists of the information specified in Section 2(c)), and shall reimburse the Company and any such director, officer or employee,  the Trust or any such Trustee or such controlling person promptly upon demand for any legal or other expenses reasonably incurred by the  Company or any such director, officer or employee, the Trust or any Trustee or any such controlling person in connection with investigating or  defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity  agreement is in addition to any liability which the Remarketing Agent may otherwise have to the Company or any such director, officer or  employee, the Trust or any such Trustee or any such controlling person.\n\n(c) Promptly after receipt by an indemnified party under this Section 7 of notice of any claim or the commencement of any action, the indemnified  party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing  of the claim or the commencement of that action; provided however, that the failure to notify the indemnifying party shall not relieve it from any  liability which it may have under this Section 7 except to the extent it has been materially prejudiced by such failure and, provided further, that the  failure to notify the indemnifying party shall not\n\n23\n\n\n\n\n\n\n\nrelieve it from any liability which it may have to an indemnified party otherwise than under this Section 7. If any such claim or action shall be  brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate  therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel  satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of  such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 7 for any legal or other expenses  subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided  however, the Remarketing Agent shall have the right to employ separate counsel to represent the Remarketing Agent and its respective officers,  employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the  Remarketing Agent against the Company under this Section 7 if, in the reasonable judgment of counsel to the Remarketing Agent it is advisable  for the Remarketing Agent, its officers, employees and controlling persons to be jointly represented by separate counsel, due to the availability of  one or more legal defenses to them which are different from or additional to those available to the indemnifying party, and in that event the  reasonable fees and expenses of such separate counsel shall be paid by the Company; provided further, that the Company shall not be liable for  the fees and expenses of more than one separate firm of attorneys (in addition to one local counsel in each relevant jurisdiction) at any time for all  such indemnified parties. No indemnifying party shall:\n\n(i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or  consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which  indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim  or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising  out of such claim, action, suit or proceeding, or\n\n(ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld),  but if settled with its written consent or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to  indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.\n\n(d) If the indemnification provided for in this Section 7 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party  under Section 7(a), 7(b) or 7(c) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, other than to  the extent that such indemnification is unavailable or insufficient due to a failure to provide prompt notice in accordance with Section 7(c), then  each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party  as a result of such loss, claim, damage or liability, or action in respect thereof:\n\n24\n\n\n\n\n\n\n\n(i) in such proportion as shall be appropriate to reflect the relative benefits received by the Issuers on the one hand and the Remarketing  Agent on the other hand from the Remarketing; or\n\n(ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuers on the one hand and the Remarketing Agent on the  other with respect to the statements or omissions or alleged statements or alleged omissions which resulted in such loss, claim, damage or  liability (or action in respect thereof) as well as any other relevant equitable considerations.\n\nThe relative benefits received by the Issuers, on the one hand, and the Remarketing Agent, on the other, with respect to such offering shall be  deemed to be in the same proportion as the aggregate Accreted Value of the Remarketing Securities as of the end of day on the day next preceding  the Remarketing Settlement Date less the fee paid to the Remarketing Agent pursuant to Section 4(a) and less the expenses paid by the Company  pursuant to Section 4(b), on the one hand, and the total fees received by the Remarketing Agent pursuant to such Section 4(a), plus the expenses  paid by the Company pursuant to Section 4(b), on the other hand, bear to such aggregate Accreted Value of the Remarketing Securities. The  relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission  to state a material fact relates to information supplied by the Issuers on the one hand or the Remarketing Agent on the other hand, the intent of the  parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and  the Remarketing Agent agree that it would not be just and equitable if the amount of contributions pursuant to this Section 7(d) were to be  determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to  herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to  above in this Section 7(d) shall be deemed to include, for purposes of this Section 7(d), any legal or other expenses reasonably incurred by such  indemnified party in connection with investigating or defending any such action or claim. 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. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)  of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.\n\nSection 8. [Reserved]\n\nSection 9. Dealing in the Remarketing Securities. The Remarketing Agent, when acting as a Remarketing Agent or in its individual or any other  capacity, may, to the extent permitted by law, buy, sell, hold and deal in any of the Remarketing Securities. The Remarketing Agent may to the  extent permitted by law exercise any vote or join in any action which any beneficial owner of Remarketing Securities\n\n25\n\n\n\n\n\n\n\nmay be entitled to exercise or take pursuant to the Trust Agreement or the Indenture with like effect as if it did not act in any capacity hereunder.  The Remarketing Agent, in its individual capacity, either as principal or agent, may, to the extent permitted by law, also engage in or have an  interest in any financial or other transaction with the Issuers as freely as if it did not act in any capacity hereunder.\n\nSection 10. Remarketing Agent's Performance; Duty of Care. The duties and obligations of the Remarketing Agent shall be determined solely by  the express provisions of this Agreement, the Trust Agreement and the Indenture. No implied covenants or obligations of or against the  Remarketing Agent shall be read into this Agreement, the Trust Agreement or the Indenture. In the absence of bad faith on the part of the  Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, which purports to conform to the  requirements of this Agreement, the Trust Agreement or the Indenture as to the truth of the statements expressed in any of such documents. The  Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or  made by the proper party or parties. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder  of Remarketing Securities in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a  Remarketing or otherwise, except if such liability is judicially determined to have resulted from the gross negligence or willful misconduct on its  part. The Remarketing Agent will be entitled to rely conclusively on any determination by the Calculation Agent under the Calculation Agency  Agreement, dated as of December 18, 2001 between the Company and Reinsel & Company LLP, as Calculation Agent, of the Accreted Value or  Discount relating to the Preferred Securities and Debentures, as applicable, and will incur no liability to the Company or any holder of Remarketing  Securities relating to inaccuracies in calculating such Accreted Value or Discount.\n\nSection 11. Termination. 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. In addition, the obligations of the Remarketing Agent  hereunder may be terminated by it by notice given to the Company prior to 5:00 p.m. (New York City time) on the date immediately preceding the  Commencement Date if, prior to that time, any of the events described in Sections 6(i), (j) or (k) shall have occurred.\n\nIf this Agreement is terminated pursuant to any of the provisions hereof, except as otherwise provided herein, the Company shall not be under any  liability to the Remarketing Agent and the Remarketing Agent shall not be under any liability to the Company, except that:\n\n(x) if this Agreement is terminated by the Remarketing Agent because of any failure or refusal on the part of the Company to comply with the terms  or to fulfill any of the conditions of this Agreement, the Company will reimburse the Remarketing Agent\n\n26\n\n\n\n\n\n\n\nfor all of its out-of-pocket expenses (including the fees and disbursements of its counsel) reasonably incurred by it; and\n\n(y) if the Remarketing Agent failed or refused to perform its obligations hereunder, without some reason sufficient hereunder to justify the  cancellation or termination of its obligations hereunder, the Remarketing Agent shall not be relieved of liability to the Company for damages  occasioned by its default and shall not be entitled to be reimbursed for any expense.\n\nSection 12. Notices, etc.\n\nNotices given pursuant to any provision of this Agreement shall be given in writing and shall be addressed as follows:\n\n(a) if to the Remarketing Agent, to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax  No.: 646-834-8133);\n\nwith a copy to Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017, Attention: Gary I. Horowitz, Esq. (Fax No.: 212-455- 2502).; and\n\n(b) if to the Company or to the Trust, to 1370 Timberlake Manor Parkway, Chesterfield, Missouri 63017, Attention: Jack B. Lay, Executive Vice  President and Chief Financial Officer (Fax No.: 636-736-7839), with a copy to William L. Hutton, Esq., Senior Vice President General Counsel and  Secretary, at the same address (Fax No.: 636-736-7739); and\n\nwith a copy to Bryan Cave LLP, One Metropolitan Square, 211 North Broadway, Suite 3600, St. Louis, Missouri 63102, Attention: R. Randall Wang,  Esq. (Fax No.: 314-552-8149);\n\nor in any case to such other address as the person to be notified may have requested in writing. Any such statements, requests, notices or  agreements shall take effect at the time of receipt thereof.\n\nSection 13. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Remarketing Agent,  the Company, the Trust and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those  persons, except that (A) the representations, warranties, indemnities and agreements of the Issuers contained in this Agreement shall also be  deemed to be for the benefit of the officers, directors and employees of the Remarketing Agent and the person or persons, if any, who control the  Remarketing Agent within the meaning of Section 15 of the Securities Act; and (B) any indemnity agreement of the Remarketing Agent contained  in this Agreement shall be deemed to be for the benefit of directors, trustees, officers and employees of the Company, and the Trust, and any  person controlling the Company or the Trust within the meaning of Section 15 of the Securities Act. Nothing contained in this Agreement is  intended or shall be construed to give any person, other than the persons referred to in this Section 13, any legal or equitable right, remedy or  claim under or in respect of this Agreement or any provision contained herein.\n\n27\n\n\n\n\n\n\n\nSection 14. Survival. The respective indemnities, representations, warranties and agreements of the Issuers and the Remarketing Agent contained  in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive the Remarketing and 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 any of them or any  person controlling any of them.\n\nSection 15. Definition of the term \"Business Day\". For purposes of this Agreement, \"business day\" means any day on which the New York Stock  Exchange is open for trading.\n\nSection 16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.\n\nSection 17. Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the  executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.\n\nSection 18. Headings; Interpretation. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to  affect the meaning or interpretation of, this Agreement. Any reference herein to an agreement entered into in connection with the issuance of  securities contemplated therein as of the date hereof shall mean such agreement as it may be amended, modified or supplemented in accordance  with its terms.\n\nSection 19. Amendment; Intention of Parties. This Agreement may be amended by any written instrument (including by an amendment and  restatement hereof) at any time after the date hereof by the parties hereto.\n\nThe Company acknowledges and agrees that the Remarketing Agent is acting solely in the capacity of an arm's length contractual counterparty to  the Company with respect to the Remarketing contemplated hereby (including in connection with determining the terms of the Remarketing) and  not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, the Remarketing Agent is not advising  the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult  with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the  transactions contemplated hereby, and the Remarketing Agent shall have no responsibility or liability to the Company with respect thereto. Any  review by the Remarketing Agent of the Company, the transactions\n\n28\n\n\n\n\n\n\n\ncontemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Remarketing Agent and shall not  be on behalf of the Company.\n\n[The rest of this page has been left blank intentionally; the signature page follows.]\n\n29\n\n\n\n\n\n\n\nIf the foregoing correctly sets forth the agreement among the Company, the Trust and the Remarketing Agent, please indicate your acceptance in  the space provided for that purpose below.\n\n30\n\n            Very truly yours,    REINSURANCE GROUP OF AMERICA,  INCORPORATED\n\n\n\n  By:/s/ Todd C. Larson       Name:Todd C. Larson       Title: EVP, Corporate Finance &Treasurer       RGA CAPITAL TRUST I     By:/s/ Todd C. Larson       Name:Todd C. Larson       Title: Administrative Trustee               BARCLAYS CAPITAL INC.     By:/s/ Gary Antenberg       Authorized Representative\n\n\n\n\n\n\n\nSCHEDULE 1\n\nIssuer Free Writing Prospectus dated March [1], 2011 Filed pursuant to Rule 433(d) Relating to Preliminary Prospectus Supplement dated February [16], 2011 Registration Statement Nos. 333-172296 and 333-172296-01\n\nTerm Sheet  Remarketing Preferred Securities of RGA Capital Trust I         Issuer:    RGA Capital Trust 1       Securities Remarketed:    $___ Remarketed Preferred Securities       Maturity Date:    June [5], 2011       Pricing Date:    March [1], 2011       Settlement Date:    March [4], 2010       Distribution Rate:    ___% per annum       Distribution Dates:     March 15, 2011 for the period from the settlement date to and including March 14, 2011 and June 6,  2011 for the period from March 15, 2011 to and including June 4, 2011.       Security Ratings (Expected)*:    ___(Moody's) / ___(S&P) / ___(A.M. Best)       Guarantee:     Reinsurance Group of America, Incorporated has guaranteed payment of distributions to the extent  described in the prospectus supplement and prospectus       Deferral of Distributions:    None       CUSIP:    74956T 20 4       Remarketing Agent:    Barclays Capital Inc.\n\n\n\n*   An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such  material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the notes  should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell  or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time. by the assigning rating agency\n\n\n\n\n\n\n\nThe Issuers (Reinsurance Group of America, Incorporated and RGA Capital Trust I) have filed a registration statement, including a prospectus,  which consists of a preliminary prospectus supplement, dated February 16, 2011 and an attached prospectus dated February 15, 2011, with the  Securities and Exchange Commission for the remarketing to which this communication relates. Before you invest, you should read the  prospectus in that registration statement, the prospectus supplement and other documents the Issuers have filed with the SEC for more complete  information about the Issuers and this remarketing. You may get these documents for free by visiting EDGAR on the SEC website at  www.sec.gov. Alternatively, the Issuers or the Remarketing Agent will arrange to send you the prospectus if you request by calling Barclays  Capital toll free at 1-888-603-5847.\n\nAny disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice  was automatically generated as a result of this communication being sent by Bloomberg or another email system.\n\n2\n\n\n\n\n\n\n\nSCHEDULE 2\n\nSUBSIDIARIES OF  REINSURANCE GROUP OF AMERICA, INCORPORATED\n\nManor Reinsurance, Ltd., Barbados corporation owned by RGA Reinsurance Company  Parkway Reinsurance Company, Missouri corporation  Reinsurance Company of Missouri, Incorporated, Missouri corporation  RGA Americas Reinsurance Company, Ltd., Barbados corporation  RGA Atlantic Reinsurance Company, Ltd., Barbados corporation  RGA Australian Holdings Pty, Limited, Australian corporation  RGA Capital Limited, United Kingdom corporation  RGA Capital Trust I, Delaware statutory business trust  RGA Financial Group, L.L.C. \u2014 55% owned by RGA Reinsurance Company (Barbados) Ltd. and 45% owned by Reinsurance Group of America,  Incorporated  RGA Global Reinsurance Company, Ltd., Bermuda corporation  RGA Holdings Limited, United Kingdom corporation  RGA International Corporation (Nova Scotia ULC)  RGA International Division Sydney Office Pty. Ltd, Australian corporation  RGA International Reinsurance Company Limited, Ireland corporation  RGA International Services Pty Ltd., Australian corporation  RGA Life Reinsurance Company of Canada, Federal corporation  RGA Reinsurance (UK) Limited, United Kingdom corporation  RGA Reinsurance Company (Barbados) Ltd., Barbados corporation  RGA Reinsurance Company of Australia Limited, Australian corporation  RGA Reinsurance Company of South Africa, Limited, South African corporation  RGA Reinsurance Company, Missouri corporation  RGA Services (Singapore) Pte Ltd., a Singapore corporation  RGA Services India Private Limited, Indian corporation  RGA South African Holdings (Pty) Limited, South African corporation  RGA Technology Partners, Inc., Missouri corporation  RGA UK Services Limited (formerly RGA Managing Agency Limited, United Kingdom corporation)  RGA Worldwide Reinsurance Company, Ltd., Barbados corporation  Rockwood Reinsurance Company, a Missouri corporation  Timberlake Financial, L.L.C., Delaware corporation  Timberlake Reinsurance Company II, South Carolina corporation\n\n\n\n\n\n\n\nSCHEDULE 3\n\nJURISDICTIONS OF FOREIGN QUALIFICATION\n\nRGA Reinsurance Company:\n\nAlabama\n\nCalifornia\n\nColorado\n\nFlorida\n\nVirginia\n\nRGA Life Reinsurance Company of Canada:\n\nBritish Columbia"}]}, {"title": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "CO-BRANDING AGREEMENT", "answer_start": 44}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "VerticalNet, Inc.", "answer_start": 185}, {"text": "PaperExchange.com, LLC", "answer_start": 353}, {"text": "VerticalNet", "answer_start": 185}, {"text": "PaperExchange", "answer_start": 353}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": true}, {"answers": [{"text": "September 30, 1999", "answer_start": 119}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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", "answer_start": 3308}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 43231}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 43231}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": false}, {"answers": [{"text": "This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.", "answer_start": 63195}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "During the Term, VerticalNet will not disclose, transfer or otherwise provide the VerticalNet Content and/or the VerticalNet Archived Content to any PaperExchange Competitor.", "answer_start": 16746}, {"text": "During the Term, VerticalNet will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a PaperExchange Competitor or license a VerticalNet Link for use or display on any PaperExchange Competitor's Site.", "answer_start": 26326}, {"text": "During the Term, PaperExchange will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a Pulp and Paper Online Competitor or license a PaperExchange Link for use or display on any Pulp and Paper Online Competitor's Site.", "answer_start": 26709}, {"text": "During the Term and for a period of four years after the termination of this Agreement, VerticalNet shall not, directly or indirectly, by itself, through its Affiliates or through any type of joint venture or similar affiliation with a third party, without prior written approval from PaperExchange, buy, sell or trade (a) paper pulp products through exchanges, auctions, or reverse auctions or any other e-commerce medium, (b) paper (other than finished paper-based products, including, but not limited to, books, stamps and labels) and copy paper (i) through exchanges, auctions or reverse auctions or (ii) in quantities greater than one ton through any e-commerce medium, (c) raw materials used to make paper packaging, including, but not limited to, linerboard, medium, other containerboard grades and corrugated sheet through exchanges, auctions, reverse auctions or any other e-commerce medium, or (d) paper rolls and reels weighing more than 50 pounds used by printers through exchanges, auctions, reverse auctions or any other e-commerce medium; provided, however, that this Section 5.8.1  [Non-Competition] shall not apply to advertisements, Storefronts or similar features on VerticalNet's Sites.", "answer_start": 25099}, {"text": "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.", "answer_start": 20808}, {"text": "VerticalNet and PaperExchange shall be responsible for the sale of all advertising on the Co-Branded Sites; provided, however, that neither party shall sell advertising on the Co-Branded Sites to a competitor (as defined in 1.16 and 1.25) and provided that each party shall submit any proposed advertising for the Co-Branded Sites to the other party for its prior written approval, such approval not to be unreasonably withheld, delayed or conditioned.", "answer_start": 13121}, {"text": "From time to time, PaperExchange shall provide to VerticalNet, at PaperExchange's sole cost and expense, relevant content provided to it by third parties consisting of (a) job listings for inclusion, at VerticalNet's reasonable business discretion and at VerticalNet's then current listing rate, in the Co-Branded Career Center or on any other VerticalNet Site except a Site co-branded with a PaperExchange Competitor (the \"PaperExchange Career Content\") and (b) equipment listings for inclusion, at VerticalNet's reasonable business discretion and at VerticalNet's then current listing rate, in the Co-Branded Equipment Listings or on any other VerticalNet Site except a Site co-branded with a PaperExchange Competitor (the \"PaperExchange Equipment Content\", and together with the PaperExchange Career Content, the \"PaperExchange Content\").", "answer_start": 9358}, {"text": "During the Term, PaperExchange shall not place any advertisements on the PaperExchange Site from any Pulp and Paper Online Competitor.", "answer_start": 21043}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 11283}, {"text": "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\").", "answer_start": 17011}, {"text": "PaperExchange shall retain the right to place advertisements for its own account on the remaining ***** of the Third Party Advertising Allocation; provided, however, that if any portion of such Third Party Advertising Allocation remains unsold 45 days after it becomes available for advertising, VerticalNet shall have the exclusive right to arrange for third party advertising on such unsold Third Party Advertising Allocation.", "answer_start": 17553}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [{"text": "Except as set forth in Sections 4.3  [Non-Competition] and 5.8  [Non-Competition], nothing in this Agreement shall be construed as preventing either party from developing other co-branded versions of its materials, data, information and content.", "answer_start": 31408}, {"text": "During the Term and for a period of four years after the termination of this Agreement, VerticalNet shall not, directly or indirectly, by itself, through its Affiliates or through any type of joint venture or similar affiliation with a third party, without prior written approval from PaperExchange, buy, sell or trade", "answer_start": 25099}, {"text": "provided, however, that this Section 5.8.1  [Non-Competition] shall not apply to advertisements, Storefronts or similar features on VerticalNet's Sites.", "answer_start": 26153}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": false}, {"answers": [], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 63590}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 36573}, {"text": "***** in the aggregate pursuant to this Section 7.4  [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****.", "answer_start": 39221}, {"text": "VerticalNet will pay PaperExchange ***** of the Equipment Listings Net Revenue.", "answer_start": 32643}, {"text": "VerticalNet will pay PaperExchange ***** of the gross sales of the Professional e-Bookstore on Pulp and Paper Online that originated from the PaperExchange Site.", "answer_start": 35033}, {"text": "If PaperExchange sells advertising to a third party on the PaperExchange Site independently from VerticalNet, PaperExchange shall pay to VerticalNet a commission of ***** of the Net Advertising Revenue resulting from such advertising during the Term; provided, however, that if PaperExchange previously rejected advertising by such party when proposed by VerticalNet pursuant to Section 4.1  [Advertisements on the PaperExchange Site], or terminated without cause a prior agreement with such third party that had resulted from such a proposal by VerticalNet, then PaperExchange shall pay ***** of the Net Advertising Revenue resulting from such advertising during the Term to VerticalNet.", "answer_start": 36806}, {"text": "After PaperExchange has generated PaperExchange Revenue equal to *****, PaperExchange shall pay an amount equal to ***** of the PaperExchange Revenue to VerticalNet; provided, however, that if, in any given calendar year, VerticalNet receives ***** pursuant to this Section 7.4  [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****; and provided further, however, that if, in any given calendar year, VerticalNet receives", "answer_start": 38532}, {"text": "(as defined below) for a new customer that turns into a sale of advertising on Pulp and Paper. Online or Packaging Online, including, without limitation, the Co-Branded Sites, VerticalNet shall pay to PaperExchange a commission of ***** of the Net Advertising Revenue resulting from such sale of advertising, with the exception that if such advertising is on the Co-branded Career Center, VerticalNet shall pay PaperExchange a commission of ***** of the Net Advertising Revenue resulting from such sale of advertising.", "answer_start": 35642}, {"text": "During the Term, VerticalNet shall not share any revenue derived from advertisements hosted on Pulp and Paper Online or any other VerticalNet Site with PaperExchange; provided, however, that if PaperExchange brings VerticalNet a Qualified Lead", "answer_start": 35248}, {"text": "VerticalNet will pay PaperExchange ***** of the Career Center Net Revenue.", "answer_start": 31794}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "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\").", "answer_start": 17011}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 15243}, {"text": "PaperExchange may", "answer_start": 15182}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": false}, {"answers": [{"text": "the Co-Branded URLs shall be owned by the party that offers to pay the highest amount to the other for the ownership of such URLs upon payment of such amount to the other party", "answer_start": 46235}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 28484}, {"text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "answer_start": 14846}, {"text": "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.", "answer_start": 11283}, {"text": "PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link.", "answer_start": 29211}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "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", "answer_start": 28484}, {"text": "PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link", "answer_start": 29211}, {"text": "VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement.", "answer_start": 14846}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "(b) VerticalNet shall be responsible for all charges, payments or expenses incurred by it in connection with the removal of the PaperExchange Links from Co-Branded Sites and the modification of the Co-Branded Sites, including, but not limited to, the removal of PaperExchange Content; (c) PaperExchange shall be responsible for all charges, payments or expenses incurred by it in connection with the removal of the VerticalNet Links, VerticalNet Content and VerticalNet Archived Content from the PaperExchange Site;", "answer_start": 44644}, {"text": "(i) VerticalNet shall retain ownership of the URLs at which the Co-Branded Sites are located, (I) the Co-Branded URLs shall be owned by the party that offers to pay the highest amount to the other for the ownership of such URLs upon payment of such amount to the other party (k) if the agreement is terminated during the Initial Term by VerticalNet pursuant to Section 8.2  [Termination for Cause], (x) VerticalNet shall be released from its obligations under Section 5.8.1  [Non-Competition] and (y) PaperExchange's obligations under Sections 7.2  [Advertising Revenue] and 7.4  [Revenue Sharing] shall be extended for one year after the date of such termination, and (I) 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", "answer_start": 46137}, {"text": "between the Effective Date and the scheduled expiration date of the Initial Term, by (2) *****", "answer_start": 47317}, {"text": "Upon termination of this Agreement,", "answer_start": 44311}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "The Auditing Party shall give reasonable advance written notice to the Audited Party, and each audit shall be conducted during normal business hours and in a manner that does not cause unreasonable disruption to the conduct of business by the Audited Party.", "answer_start": 42525}, {"text": "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.", "answer_start": 41115}, {"text": "During the 18-month period following the payment by one party of any amount due under this Agreement to the other party, the party receiving", "answer_start": 40920}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 58913}, {"text": "EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTIONS 12.4(c)  [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c)  [Indemnification by VerticalNet], NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "answer_start": 58338}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 50977}, {"text": "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.", "answer_start": 58913}, {"text": "EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTIONS 12.4(c)  [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c)  [Indemnification by VerticalNet], NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "answer_start": 58338}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [{"text": "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", "answer_start": 46810}, {"text": "between the Effective Date and the scheduled expiration date of the Initial Term, by (2) *****", "answer_start": 47317}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": false}, {"answers": [], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [{"text": "In addition, VerticalNet shall not now or in the future contest the validity of PaperExchange's Intellectual Property.", "answer_start": 30775}, {"text": "In addition, PaperExchange shall not now or in the future contest the validity of VerticalNet's Intellectual Property.", "answer_start": 30289}, {"text": "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.", "answer_start": 50977}], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.4\n\n                              CO-BRANDING AGREEMENT\n\nThis Co-Branding Agreement (this \"Agreement\") dated September 30, 1999 (the \"Effective Date\") is entered into between VerticalNet, Inc., a Pennsylvania corporation having a principal place of business at 700 Dresher Road, Suite 100, Horsham, Pennsylvania, PA 19044 (\"VerticalNet\"), and PaperExchange.com, LLC, a Delaware limited liability company having a principal place of business at 545 Boylston Street, 8th Floor, Boston, MA 02116 (\"PaperExchange\"). In consideration of the mutual covenants herein, and intending to be legally bound hereby, the parties agree as follows:\n\n1. DEFINITIONS\n\n      1.1. Affiliate shall mean, when used with reference to a party, any individual or entity directly or indirectly controlling, controlled by or under common control with such party. For purposes of this definition, \"control\" means the direct or indirect ownership of at least 50% of the outstanding voting securities of a party, or the right to control the policy decisions of such party.\n\n      1.2. Career Center Net Revenue shall have the meaning ascribed thereto in Section 7.1.1  [Co-Branded Career Center].\n\n      1.3. Co-Branded Career Center shall mean the \"Career Center\" portion of Pulp and Paper Online located at: http://www.pulpandpaperonline.com/Content/CareerCenter/Home/JobScan_Home.asp (or a successor Site thereto).\n\n      1.4. Co-Branded Equipment Listings shall mean the \"Auctions\" portion of Pulp and Paper Online located at: http://www2.pulpandpaperonline.com/content/auctions/home.asp (or a successor Site thereto).\n\n      1.5. Co-Branded Sites shall mean the Co-Branded Career Center and the Co-Branded Equipment Listings.\n\n      1.6. 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.\n\n      1.7. Confidential Information shall mean all proprietary and confidential information of a party, including, without limitation, trade secrets, technical information, business information, sales information, customer and potential customer lists and identities, product sales plans, sublicense agreements, inventions, developments, discoveries, software, know-how, methods, techniques, formulae, data, processes and other trade secrets and proprietary ideas, whether or not protectable under patent, trademark, copyright or other areas of law, that the other party has access to or receives, but does not include information that (a) is or becomes publicly available through no fault of receiving party; (b) was already known to the receiving party at the time it was disclosed to the receiving party, as evidenced by written records of the receiving party; (c) is independently developed by employees of the receiving party who had no knowledge of or\n\n* Confidential Treatment Requested: material has been omitted and filed   separately with the Commission.\n\naccess to such information, as evidenced by written records of the receiving party; or (d) is received from a third party who is under no obligation of confidentiality to the disclosing party.\n\n      1.8. Equipment Listings Net Revenue shall have the meaning ascribed thereto in Section 7.1.2  [Co-Branded Equipment Listings].\n\n      1.9. 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.\n\n      1.10. Intellectual Property shall mean any and all trade secrets, patents, copyrights, trademarks, URLs, trade dress, brand features, know-how and similar rights of any type under the laws of any applicable governmental authority, including, without limitation, all applications and registrations relating to any of the foregoing.\n\n      1.11. Intellectual Property Rights shall mean all rights in and to Intellectual Property.\n\n      1.12. Link shall mean a link (including, but not limited to, a hyperlink, button or banner) that connects two Sites in a manner so that when a user clicks on the link, the user is transferred directly from one Site to a second Site. A \"Link from Site A to Site B\" indicates that Site A is the Site of origin and Site B is the Site to which the user is linked.\n\n      1.13. Net Advertising Revenue shall mean the gross amount billed to an advertiser for the sale of advertising on the Third Party Advertising Allocation on the PaperExchange Site, less (a) credits for claims, allowances, retroactive price reductions or returned goods, and (b) sales, excise, use, value-added and other similar taxes (excluding income taxes) actually paid, if applicable.\n\n      1.14. Packaging Online shall mean the Site located at www.packagingonline.com (or a successor Site thereto).\n\n      1.15. PaperExchange Career Content shall have the meaning ascribed thereto in Section 2.2  [CO-BRANDED CAREER CENTER AND CO-BRANDED ...].\n\n      1.16. PaperExchange Competitor shall mean any exchange, auction or reverse auction for the sale, purchase and/or exchange of pulp, paper and paper packaging.\n\n      1.17. PaperExchange Equipment Content shall have the meaning ascribed thereto in Section 2.2  [CO-BRANDED CAREER CENTER AND CO-BRANDED ...].\n\n      1.18. PaperExchange Deliverable shall mean any good, service or other item to be delivered or made available by PaperExchange.\n\n      1.19. PaperExchange Home Page shall mean the home page located at the PaperExchange Site.\n\n      1.20. PaperExchange Link shall mean a Link that contains a PaperExchange Mark and will take users of other Sites to the PaperExchange Home Page.\n\n                                       2\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\n      1.21. PaperExchange Mark shall mean any trademark, service mark, trade name, domain name, design or logo of PaperExchange.\n\n      1.22. PaperExchange Revenue shall mean the gross revenue received by PaperExchange from Transaction Fees less (a) credits for claims, allowances, retroactive price reductions or returned goods, and (b) sales, excise, use, value-added and other similar taxes (excluding income taxes) actually paid.\n\n      1.23. PaperExchange Site shall mean the Site located at www.PaperExchange.com (or a successor Site thereto).\n\n      1.24. Pulp and Paper Online shall mean the Site located at www.pulpandpaperonline.com (or a successor Site thereto).\n\n      1.25. Pulp and Paper Online Competitor shall mean any online vertical community portal for professionals in the pulp and paper industry (other than Pulp and Paper Online and PaperExchange).\n\n      1.26. Renewal Term shall have the meaning ascribed thereto in Section 8.1  [Automatic Renewal].\n\n      1.27. Site shall mean an Internet World Wide Web site.\n\n      1.28. Storefront shall mean a Site contained in (and linked to) a VerticalNet Site that, among other things, provides information regarding an advertiser and the advertiser's products and/or services, links a visitor to the advertiser's website, and/or generates sales leads for the advertiser from interested visitors, but does not include direct e-commerce fulfillment, such as catalog sales.\n\n      1.29. Term shall mean the Initial Term and any Renewal Terms.\n\n      1.30. Third Party Advertising Allocation shall have the meaning ascribed thereto in Section 4.1  [Advertisements on the PaperExchange Site].\n\n      1.31. Transaction Fees shall mean the fees received by PaperExchange from third parties in consideration for facilitating the purchase and/or sale of pulp and/or paper through the PaperExchange Site.\n\n      1.32. VerticalNet Archived Content shall have the meaning ascribed thereto in Section 3.2  [VERTICALNET CONTENT].\n\n      1.33. VerticalNet Content shall have the meaning ascribed thereto in Section 3.1  [VERTICALNET CONTENT].\n\n      1.34. VerticalNet Deliverable shall mean any good, service or other item to be delivered or made available by VerticalNet.\n\n      1.35. VerticalNet Link shall mean a Link that contains a VerticalNet Mark and will take users of other Sites to a page of Pulp and Paper Online.\n\n                                       3\n\n      1.36. VerticalNet Mark shall mean any trademark, service mark, trade name, domain name, design or logo of VerticalNet.\n\n2. CO-BRANDED CAREER CENTER AND CO-BRANDED EQUIPMENT LISTINGS\n\n      2.1. No later than seven days after the Effective Date, VerticalNet shall, at VerticalNet's sole cost and expense, design, develop and implement the Co-Branded Sites with the overall \"look and feel\" agreed upon by VerticalNet and PaperExchange, as shown in Exhibit A. After the Co-Branded Sites are implemented, VerticalNet shall notify PaperExchange in writing at least five days prior to making any material change to a Co-Branded Site, including, without limitation, a change in the location, sizing or placement of the PaperExchange Links. If PaperExchange does not notify VerticalNet of its rejection of such change within five days, PaperExchange shall be deemed to have approved such change. VerticalNet shall design, host and maintain the Co-Branded Sites at its sole cost and expense. Within 30 days after the Effective Date, VerticalNet and PaperExchange shall agree upon the Co-Branded URLs. The parties shall register the Co-Branded URLs reasonably promptly after the parties have agreed upon them.\n\n      2.2. From time to time, PaperExchange shall provide to VerticalNet, at PaperExchange's sole cost and expense, relevant content provided to it by third parties consisting of (a) job listings for inclusion, at VerticalNet's reasonable business discretion and at VerticalNet's then current listing rate, in the Co-Branded Career Center or on any other VerticalNet Site except a Site co-branded with a PaperExchange Competitor (the \"PaperExchange Career Content\") and (b) equipment listings for inclusion, at VerticalNet's reasonable business discretion and at VerticalNet's then current listing rate, in the Co-Branded Equipment Listings or on any other VerticalNet Site except a Site co-branded with a PaperExchange Competitor (the \"PaperExchange Equipment Content\", and together with the PaperExchange Career Content, the \"PaperExchange Content\"). PaperExchange shall not provide such PaperExchange Content to VerticalNet until the third party placing the listing has agreed to VerticalNet's then current terms and conditions, subject to final approval by VerticalNet. PaperExchange shall provide the PaperExchange Content in the form of the templates attached hereto as Exhibits B and C. Any listings placed on the Co-Branded Sites (or other VerticalNet Site as permitted in this Section 2.2  [CO-BRANDED CAREER CENTER AND CO-BRANDED ...]) by a user that entered the Co-Branded Site or permitted VerticalNet Site, as applicable, from a PaperExchange Site or from a Link to Pulp and Paper Online jointly placed by VerticalNet and PaperExchange, or placed solely by PaperExchange, on a third party's Site shall be treated as \"PaperExchange Content\" for all purposes of this Agreement. VerticalNet shall be responsible for, and shall have sole control of, all credit, billing and collection in connection with the PaperExchange Content. PaperExchange shall have no authority to make collections on behalf of VerticalNet.\n\n      2.3. 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. VerticalNet shall not disclose, transfer or otherwise provide the PaperExchange Content to any third party, including, but not limited to, any PaperExchange Competitor, except as otherwise permitted under this Agreement.\n\n                                       4\n\n      2.4. PaperExchange shall, at PaperExchange's sole cost and expense, place Links on the PaperExchange Home Page labeled \"Career Center\" and \"Equipment Listings\" (or mutually agreeable substitutes for such terms) in a mutually agreeable location and size that will directly transfer users to the Co-Branded Sites.\n\n      2.5. VerticalNet, in its reasonable business discretion, shall market the Co-Branded Sites on Pulp and Paper Online, at pulp and paper industry trade shows, in its print advertisement campaigns and through its sales force. Such marketing activities shall be at VerticalNet's sole cost and expense.\n\n      2.6. PaperExchange, in its reasonable business discretion, shall market the Co-Branded Sites on the PaperExchange Home Page, at pulp and paper industry trade shows, in its print advertisement campaigns and through its sales force.\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\nSuch marketing activities shall be at PaperExchange's sole cost and expense.\n\n      2.7. VerticalNet will provide, install, repair, maintain and pay for the communications, computer and peripheral equipment, services and facilities supporting the Co-Branded Sites. VerticalNet shall maintain the Co-Branded Sites in a high quality and professional manner consistent with its maintenance of other VerticalNet Sites. VerticalNet and PaperExchange shall be responsible for the sale of all advertising on the Co-Branded Sites; provided, however, that neither party shall sell advertising on the Co-Branded Sites to a competitor (as defined in 1.16 and 1.25) and provided that each party shall submit any proposed advertising for the Co-Branded Sites to the other party for its prior written approval, such approval not to be unreasonably withheld, delayed or conditioned.\n\n      2.8. VerticalNet shall be solely responsible for the development, operation and maintenance of Pulp and Paper Online and for all materials that appear on Pulp and Paper Online, except for the PaperExchange Content.\n\n      2.9. PaperExchange shall be solely responsible for the development, operation and maintenance of the PaperExchange Site and for all materials that appear on the PaperExchange Site, except for the VerticalNet Content and the VerticalNet Archived Content.\n\n3. VERTICALNET CONTENT\n\n      3.1. VerticalNet shall provide or make available to PaperExchange, for use in accordance with the provisions of this Agreement, (a) the full text of all original content (headlines, feature articles, columns and case studies) created from time to time by the Managing Editor of Pulp and Paper Online, and (b) the content created from time to time by guest columnists for Pulp and Paper Online, to the extent such columnists have approved the provision of such content by VerticalNet to PaperExchange. VerticalNet shall provide such content (the \"VerticalNet Content\") to PaperExchange twice per week, in two \"batches\" of the VerticalNet Content created or acquired since the last provision of VerticalNet Content by VerticalNet to PaperExchange.\n\n      3.2. VerticalNet hereby grants to PaperExchange a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the development, maintenance and operation of the PaperExchange Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. PaperExchange may\n\n                                       5\n\nreproduce, 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.\n\n      3.3. PaperExchange shall place a VerticalNet Link in a mutually agreeable location and size on each page of the PaperExchange Site that contains all or a portion of the VerticalNet Content.\n\n      3.4. PaperExchange shall list on a mutually acceptable page of the PaperExchange Site headlines and abstracts of the VerticalNet Content then reproduced, displayed and transmitted on the PaperExchange Site. PaperExchange shall place two VerticalNet Links in mutually agreeable locations and sizes on such page of the PaperExchange Site, the first of which will take users to the Buyer's Guide on Pulp and Paper Online, and the second of which will take users to the Professional e-Bookstore on Pulp and Paper Online. VerticalNet and PaperExchange shall mutually agree upon the method of implementing such links.\n\n      3.5. PaperExchange shall not remove any titles or any trademark, copyright or patent notices, or any proprietary or restricted rights notices that appear on the VerticalNet Content and/or the VerticalNet Archived Content. All such titles and notices must be reproduced on all permitted copies of the VerticalNet Content and/or the VerticalNet Archived Content.\n\n      3.6. During the Term, VerticalNet will not disclose, transfer or otherwise provide the VerticalNet Content and/or the VerticalNet Archived Content to any PaperExchange Competitor.\n\n4. ADVERTISING\n\n      4.1. Advertisements on the PaperExchange Site.\n\n            4.1.1. 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\"). PaperExchange shall retain the right to place advertisements for its own account on the remaining ***** of the Third Party Advertising Allocation; provided, however, that if any portion of such Third Party Advertising Allocation remains unsold 45 days after it becomes available for advertising, VerticalNet shall have the exclusive right to arrange for third party advertising on such unsold Third Party Advertising Allocation.\n\n            4.1.2. VerticalNet will use reasonable efforts to sell advertisements on the PaperExchange Site. The advertising policies (including rates and procedures) applicable to VerticalNet's sale of advertising for the PaperExchange Site will be mutually agreed upon by VerticalNet and PaperExchange (the \"PaperExchange Advertising Policies\"). Any changes to the agreed upon PaperExchange Advertising Policies shall be mutually agreed upon by the parties.\n\n* Confidential Treatment Requested: material has been omitted and filed   separately with the Commission.\n\n                                       6\n\n            4.1.3. 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. PaperExchange shall then work with the advertiser to facilitate the Placement of the advertisement and maintain such advertisement on the agreed-upon page of the PaperExchange Site. PaperExchange shall have the right to terminate its agreement with any such advertiser in its reasonable business discretion. To the extent an advertisement of equivalent size and location appears on both Pulp and Paper Online and the PaperExchange Site, the parties shall mutually agree upon the CPM, CPC or other use-based advertising rates, which rate shall be identical for such advertisements. PaperExchange shall be responsible for, and shall have sole control of, all credit, billing and collection with the advertisements on the PaperExchange Site. VerticalNet shall have no authority to make collections on behalf of PaperExchange.\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\n      4.2. Sales Leads. PaperExchange will, in its sole discretion, request that its Board of Directors and veteran industry sales force use reasonable efforts to provide pulp and paper industry specific sales strategies and specific sales leads to VerticalNet. Such strategies and leads shall include segments of the industry that are currently lacking effective advertising solutions, and how such industry participants could be marketed to by VerticalNet for the purposes of this Section 4. VerticalNet may only use the information provided to them pursuant to this Section 4.2  [Sales Leads] in connection with its performance under this Section 4.\n\n      4.3. Non-Competition.\n\n            4.3.1. 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.\n\n            4.3.2. During the Term, PaperExchange shall not place any advertisements on the PaperExchange Site from any Pulp and Paper Online Competitor.\n\n5. CO-MARKETING ACTIVITIES\n\n      5.1. Trade Shows and Conventions.\n\n            5.1.1. During the Term, PaperExchange shall use commercially reasonable efforts to expand its presence at major national and international pulp and paper industry trade shows and conventions, including booth exhibitions, attendance by industry veteran sales force from all the major paper grades and industry panel sponsorships, when available. PaperExchange, in its reasonable business discretion, shall actively engage in co-branded activities with VerticalNet at PaperExchange's booth exhibitions and shall maintain an open invitation policy for VerticalNet to send its own sales force to co-locate, subject to Section 5.1.3  [Trade Shows and Conventions], with PaperExchange at its trade show booths.\n\n            5.1.2. VerticalNet, in its reasonable business discretion, shall offer PaperExchange\n\n                                       7\n\nexhibit booth space at pulp and paper industry trade shows that VerticalNet is unable to use on the same terms that VerticalNet accepted for such space.\n\n            5.1.3. When VerticalNet and PaperExchange are both attending pulp and paper industry trade shows, VerticalNet and PaperExchange shall work together to share costs of such trade shows and related material.\n\n      5.2. Sales Force Visits. PaperExchange shall use commercially reasonable efforts to (a) expand its sales force presence on a national and international basis, in all major paper grades and (b) commit its sales force to promote Pulp and Paper Online through \"on-the-ground\" activities including site visits to mills, converters, printers and brokers.\n\n      5.3. Advertising Campaigns.\n\n            5.3.1. PaperExchange shall, in its reasonable business discretion, promote the PaperExchange Site through print medium.\n\n            5.3.2. VerticalNet shall, in its reasonable business discretion, promote Pulp and Paper Online through print medium.\n\n            5.3.3. VerticalNet and PaperExchange shall co-promote the PaperExchange Home Page and Pulp and Paper Online in mutually agreeable advertising and collateral marketing material. All co-promotion advertising materials produced by or on behalf of either party (the \"Originating Party\") shall be subject to the written approval of the other party (the \"Receiving Party\"), which approval shall not to be unreasonably withheld, delayed or conditioned. The Receiving Party shall notify the Originating Party of its approval or disapproval of such advertising materials as soon as practicable, but in any event within five business days after Receiving Party's receipt thereof. Any failure of the Receiving Party to respond within such five business day period shall be deemed disapproval of the advertising materials in question.\n\n      5.4. Pulp and Paper Online Promotion. PaperExchange shall place the VerticalNet Links in a mutually agreeable location and size on the PaperExchange Site as soon as practicable and in no event more than 15 days after the Effective Date. The VerticalNet Links shall remain on the PaperExchange Site during the Term.\n\n      5.5. PaperExchange Home Page Promotion. VerticalNet shall place the PaperExchange Links on Pulp and Paper Online in a mutually agreeable location and size as soon as practicable and in no event more than 15 days after the Effective Date. The PaperExchange Links shall remain on Pulp and Paper Online during the Term.\n\n      5.6. Newsletter. VerticalNet shall include a PaperExchange Link in a mutually agreeable location and size in the Pulp and Paper Online weekly online newsletter sent to VerticalNet's newsletter database.\n\n      5.7. Discussion Groups. VerticalNet, in its reasonable business discretion, shall provide to PaperExchange co-sponsorship opportunities for discussion groups and USENET forums.\n\n      5.8. Non-Competition.\n\n                                       8\n\n            5.8.1. During the Term and for a period of four years after the termination of this Agreement, VerticalNet shall not, directly or indirectly, by itself, through its Affiliates or through any type of joint venture or similar affiliation with a third party, without prior written approval from PaperExchange, buy, sell or trade (a) paper pulp products through exchanges, auctions, or reverse auctions or any other e-commerce medium, (b) paper (other than finished paper-based products, including, but not limited to, books, stamps and labels) and copy paper (i) through exchanges, auctions or reverse auctions or (ii) in quantities greater than one ton through any e-commerce medium, (c) raw materials used to make paper packaging, including, but not limited to, linerboard, medium, other containerboard grades and corrugated sheet through exchanges, auctions, reverse auctions or any other e-commerce medium, or (d) paper rolls and reels weighing more than 50 pounds used by printers through exchanges, auctions, reverse auctions or any other e-commerce medium; provided, however, that this Section 5.8.1  [Non-Competition] shall not apply to advertisements, Storefronts or similar features on VerticalNet's Sites.\n\n            5.8.2. During the Term, VerticalNet will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a PaperExchange Competitor or license a VerticalNet Link for use or display on any PaperExchange Competitor's Site.\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\n            5.8.3. During the Term, PaperExchange will not, directly or indirectly, design, host, operate, maintain or otherwise participate in a co-branded career center or a co-branded equipment listing Site with a Pulp and Paper Online Competitor or license a PaperExchange Link for use or display on any Pulp and Paper Online Competitor's Site.\n\n      5.9. Exchange.\n\n            5.9.1. PaperExchange shall provide to VerticalNet an ID and a password that will allow VerticalNet to access the \"Exchange\" portion of the PaperExchange Site. PaperExchange shall provide reasonable training to VerticalNet with respect to the creation, operation and marketing of such an exchange.\n\n            5.9.2. PaperExchange will place a VerticalNet Link in a mutually agreeable location and size on the \"Exchange\" portion of the PaperExchange Site.\n\n      5.10. Allocation of Resources. During the Term, each of PaperExchange and VerticalNet agrees to dedicate reasonable financial, marketing and staffing resources in order to actively promote the activities contemplated by this Agreement and will use reasonable efforts to maintain the strategic alliance described in this Agreement (and its focus on the pulp, paper and packaging industry generally) as a high priority.\n\n6. INTELLECTUAL PROPERTY\n\n      6.1. Except as set forth in Sections 4.3.1  [Non-Competition] and 5.8  [Non-Competition], nothing in this Agreement shall be construed as preventing VerticalNet from implementing VerticalNet Links on any other Site.\n\n      6.2. Except as set forth in Sections 4.3  [Non-Competition] or 5.8.3  [Non-Competition], nothing in this Agreement shall be construed as preventing PaperExchange from implementing PaperExchange Links on any other Site.\n\n                                       9\n\n      6.3. 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. VerticalNet shall furnish PaperExchange with a full color representation of each VerticalNet Link at least two days prior to its scheduled placement on a page of the PaperExchange Site. If VerticalNet subsequently modifies any VerticalNet Link or the URL associated with such VerticalNet Link, it shall furnish a representation of same to PaperExchange, which PaperExchange shall substitute for the prior version within two days after receipt thereof. VerticalNet shall have final approval over all VerticalNet Links on the PaperExchange Site.\n\n      6.4. PaperExchange hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the PaperExchange Site through a PaperExchange Link. PaperExchange shall furnish VerticalNet with a full color representation of each PaperExchange Link at least two days prior to its scheduled placement on Pulp and Paper Online. If PaperExchange subsequently modifies any PaperExchange Link or the URL associated with such PaperExchange Link, it shall furnish a representation of same to VerticalNet, which VerticalNet shall substitute for the prior version within two days after receipt thereof. PaperExchange shall have final approval over all PaperExchange Links on Pulp and Paper Online.\n\n      6.5. Except for the express rights granted to PaperExchange under this Agreement, PaperExchange acknowledges and agrees that the Intellectual Property of VerticalNet is and shall remain the sole property of VerticalNet and nothing in this Agreement shall confer in PaperExchange any right of ownership or license rights in VerticalNet's Intellectual Property. In addition, PaperExchange shall not now or in the future contest the validity of VerticalNet's Intellectual Property.\n\n      6.6. Except for the express rights granted to VerticalNet under this Agreement, VerticalNet acknowledges and agrees that the Intellectual Property of PaperExchange is and shall remain the sole property of PaperExchange and nothing in this Agreement shall confer in VerticalNet any right of ownership or license rights in PaperExchange's Intellectual Property. In addition, VerticalNet shall not now or in the future contest the validity of PaperExchange's Intellectual Property.\n\n      6.7. PaperExchange agrees to use the VerticalNet Marks in accordance with the terms of this Agreement and with good trademark practices including, but not limited to, protecting the value of the goodwill residing in such Intellectual Property.\n\n      6.8. VerticalNet agrees to use the PaperExchange Marks in accordance with the terms of this Agreement and with good trademark practices including, but not limited to, protecting the value of the goodwill residing in such Intellectual Property.\n\n      6.9. Except as set forth in Sections 4.3  [Non-Competition] and 5.8  [Non-Competition], nothing in this Agreement shall be construed as preventing either party from developing other co-branded versions of its materials, data, information and content.\n\n                                       10\n\n7. COMMERCIAL TERMS\n\n      7.1. Co-Branded Sites.\n\n            7.1.1. Co-Branded Career Center. VerticalNet will pay PaperExchange ***** of the Career Center Net Revenue. .\"Career Center Net Revenue\" shall mean the (a) listing fees related to the Co-Branded Career Center and any other VerticalNet Site on which the listings are posted, (b) Co-Branded Career Center e-commerce revenue and (c) other Co-Branded Career Center revenue, in each case under the preceding clauses (a), (b) and (c), to the extent derived during the Term from PaperExchange or the PaperExchange Content provided to VerticalNet by PaperExchange pursuant to this Agreement, or as otherwise mutually agreed upon by the parties, less (i) credits for claims, allowances, retroactive price reductions or returned goods, and (ii) sales, excise, use, value-added and other similar taxes (excluding income taxes) actually paid.\n\n            7.1.2. Co-Branded Equipment Listings. VerticalNet will pay PaperExchange ***** of the Equipment Listings Net Revenue. \"Equipment Listings Net Revenue\" shall mean the (a) listing fees related to Co-Branded Equipment Listings and any other VerticalNet Site on which the listings are posted, (b) Co-Branded Equipment Listings e-commerce revenue and (c) other Co-Branded Equipment Listings revenue, in each case under the preceding clauses (a), (b) and (c), to the extent derived during the Term from PaperExchange or the PaperExchange Content provided to VerticalNet by PaperExchange pursuant to this Agreement, or as otherwise mutually agreed upon by the parties, less (i) credits for claims, allowances, retroactive price reductions or returned goods, and (ii) sales, excise, use, value-added and other similar taxes (excluding income taxes) actually paid.\n\n            7.1.3. Review of Payments. VerticalNet and PaperExchange will conduct a good faith review of the payments generated under Sections 7.1.1  [Co-Branded Career Center] and\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\n7.1.2  [Co-Branded Equipment Listings] no later than six months after the Effective Date and may mutually agree, subject to Section 13.6  [Amendment or Modification], to amend Sections 7.1.1  [Co-Branded Career Center] and/or 7.1.2  [Co-Branded Equipment Listings] at that time. If VerticalNet and PaperExchange are unable to reasonably agree on whether or how to amend Section 7.1.2  [Co-Branded Equipment Listings], either party shall have the right to immediately terminate the rights and obligations of the parties under Sections 2 and 7.1.2  [Co-Branded Equipment Listings] with respect to the Co-Branded Equipment Listings and PaperExchange Equipment Content; provided, however, that all other rights and obligations under this Agreement (including the rights and obligations of the parties under Sections 4.3  [Non-Competition] and 5.8  [Non-Competition]) shall continue in full force and effect unless and until terminated in accordance with Section 8. The parties understand and agree that termination of the rights and obligations of the parties under Sections 2 and 7.1.2  [Co-Branded Equipment Listings] in accordance with this Section 7.1.3  [Review of Payments] shall not permit either party to terminate this Agreement pursuant to Section 8.2  [Termination for Cause].\n\n            7.1.4. Professional e-Bookstore Sales. VerticalNet will pay PaperExchange ***** of the gross sales of the Professional e-Bookstore on Pulp and Paper Online that originated from the PaperExchange Site.\n\n      7.2. Advertising Revenue.\n\n            7.2.1. During the Term, VerticalNet shall not share any revenue derived from advertisements hosted on Pulp and Paper Online or any other VerticalNet Site with PaperExchange; provided, however, that if PaperExchange brings VerticalNet a Qualified Lead\n\n* Confidential Treatment Requested: material has been omitted and filed   separately with the Commission\n\n                                       11\n\n(as defined below) for a new customer that turns into a sale of advertising on Pulp and Paper. Online or Packaging Online, including, without limitation, the Co-Branded Sites, VerticalNet shall pay to PaperExchange a commission of ***** of the Net Advertising Revenue resulting from such sale of advertising, with the exception that if such advertising is on the Co-branded Career Center, VerticalNet shall pay PaperExchange a commission of ***** of the Net Advertising Revenue resulting from such sale of advertising. As used in this Section 7.2.1  [Advertising Revenue], a \"Qualified Lead\" shall mean a customer referred to VerticalNet by PaperExchange that is not, at the time of referral, a customer of VerticalNet, and which customer has agreed to place an advertisement on Pulp and Paper Online or Packaging Online on the terms and conditions contained in VerticalNet's then current advertising policies.\n\n            7.2.2. 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.\n\n            7.2.3. If PaperExchange sells advertising to a third party on the PaperExchange Site independently from VerticalNet, PaperExchange shall pay to VerticalNet a commission of ***** of the Net Advertising Revenue resulting from such advertising during the Term; provided, however, that if PaperExchange previously rejected advertising by such party when proposed by VerticalNet pursuant to Section 4.1  [Advertisements on the PaperExchange Site], or terminated without cause a prior agreement with such third party that had resulted from such a proposal by VerticalNet, then PaperExchange shall pay ***** of the Net Advertising Revenue resulting from such advertising during the Term to VerticalNet. PaperExchange shall provide prompt notice to VerticalNet of each advertiser that has agreed with PaperExchange to place an advertisement on a page of the PaperExchange Site.\n\n      7.3. Fees. In consideration of VerticalNet's agreement to enter into an exclusivity and non-competition agreement herein, in conjunction with the other obligations under this Agreement, PaperExchange shall make the following payments to VerticalNet upon the earlier of (a) December 31, 1999 and (b) the receipt by PaperExchange of an aggregate of ***** in additional funding:\n\n            7.3.1. a ***** one-time, non-refundable fee in consideration of the execution of this Agreement;\n\n            7.3.2. a ***** one-time, non-refundable fee in consideration of the design, development and implementation of the Co-Branded Career Center as described in Section 2; and\n\n            7.3.3. ***** in consideration of the design, development and implementation of the Co-Branded Equipment Listings Site as described in Section 2.\n\n      7.4. Revenue Sharing. After PaperExchange has generated PaperExchange Revenue equal to *****, PaperExchange shall pay an amount equal to ***** of the PaperExchange Revenue to VerticalNet; provided, however, that if, in any given calendar year, VerticalNet receives ***** pursuant to this Section 7.4  [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****; and provided further, however, that if, in any given calendar year, VerticalNet receives\n\n* Confidential Treatment Requested: material has been omitted and filed   separately with the Commission.\n\n                                       12\n\n***** in the aggregate pursuant to this Section 7.4  [Revenue Sharing], the percentage of PaperExchange Revenue that PaperExchange shall pay to VerticalNet for the remainder of such calendar year shall be reduced to *****.\n\n      7.5. Payment Terms. Each party shall provide the other party with all amounts due under this Agreement for the prior calendar quarter within 30 days after the end of each calendar quarter during the Term. Each payment shall be accompanied by a statement detailing the amount of applicable gross revenue received, the calculation of the amount due to the other party and the amount of the payment accompanying such statement. All payments due to either party hereunder shall be made in immediately available U.S. funds, without set-off or counterclaim, free and clear of (and without deduction for or grossed up for, as applicable), any taxes, duties, charges, withholdings, restrictions or conditions of any nature imposed or levied by any governmental taxing or other authority.\n\n      7.6. Taxes. All payments required under this Agreement are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies and similar assessments. When applicable, such taxes shall appear as separate items on a party's invoice or statement of the other party. Payment of such taxes or charges shall be the responsibility of the party whose obligation it is under this Agreement to make the payment in respect of which such taxes are assessed, excluding any taxes based upon the other party's net income. In lieu thereof, a party shall provide the other party with a tax or levy exemption certificate acceptable to the taxing or levying authority.\n\n      7.7. Audits. During the 18-month period following the payment by one party of any amount due under this Agreement to the other party, the party receiving\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\npayment (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. The Auditing Party may cause the Auditor to perform such an audit not more than once in any 12-month period, unless a prior audit within the past two years revealed that the amount owed by the Audited Party to the Auditing Party was underpaid in excess of 5% of the amount owed, in which case an audit may be performed no more frequently than once in any three month period. If the amount owed by the Audited Party to the Auditing Party was underpaid, the Audited Party shall pay the additional amount owed and all accrued interest thereon to the Auditing Party within 15 days of notice of such underpayment to the Audited Party. If the amount owed by' the Audited Party to the Auditing Party was underpaid in excess of 10% of the amount owed, the fees of such audit shall also be paid to the Auditing Party within 15 days of notice of such to the Audited Party. If the amount owed by the Audited Party to the Auditing Party was overpaid, the Auditing Party shall return the excess amount paid to the Auditing Party within 15 days of notice of such underpayment to the Auditing Party. The Auditing Party shall give reasonable advance written notice to the Audited Party, and each audit shall be conducted during normal business hours and in a manner that does not cause unreasonable disruption to the conduct of business by the Audited Party.\n\n      7.8. Interest. All payments not paid by the date such payments are due shall bear interest from the due date to the date payments are actually paid at the rate of the lower of (a) 1% per month or (b) the maximum rate permitted by law.\n\n* Confidential Treatment Requested: material has been omitted and filed   separately with the Commission.\n\n                                       13\n\n8. TERM AND TERMINATION\n\n      8.1. Automatic 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.\n\n      8.2. Termination for Cause. Either party may terminate this Agreement immediately upon written notice to the other party in the event any material breach of a material term of this Agreement by such other party that remains uncured 30 days in the case of a breach of a payment obligation, or 45 days for all other breaches, after notice of such breach was received by such other party; provided, however that if such breach is not reasonably capable of cure within the applicable cure period, the breaching party shall have an additional 180 days to cure such breach so long as the cure is commenced within the applicable cure period and thereafter is diligently prosecuted to completion as soon as possible.\n\n      8.3. Upon Termination. Upon termination of this Agreement, (a) each party's liability for any charges, payments or expenses due to the other party that accrued prior to the date of termination shall not be extinguished by termination, and such amounts (if not otherwise due on an earlier date) shall be immediately due and payable on the termination date; (b) VerticalNet shall be responsible for all charges, payments or expenses incurred by it in connection with the removal of the PaperExchange Links from Co-Branded Sites and the modification of the Co-Branded Sites, including, but not limited to, the removal of PaperExchange Content; (c) PaperExchange shall be responsible for all charges, payments or expenses incurred by it in connection with the removal of the VerticalNet Links, VerticalNet Content and VerticalNet Archived Content from the PaperExchange Site; (d) all rights of PaperExchange to use, display, reproduce or publish the VerticalNet Marks shall immediately cease. (e) all rights of PaperExchange to use, reproduce, display and transmit the VerticalNet Content and VerticalNet Archived Content shall immediately cease and PaperExchange shall destroy all copies of such content, (f) all rights of VerticalNet to use, display, reproduce or publish the PaperExchange Marks shall immediately cease, (g) all rights of VerticalNet to use, create derivative works of, reproduce, display, perform and transmit the PaperExchange Content shall immediately cease and VerticalNet shall, at PaperExchange's cost, return one copy of the PaperExchange Content displayed on the Co-Branded Sites to PaperExchange in electronic format and destroy all other copies of such content, (h) all rights of VerticalNet to arrange for the sale of advertising on the Third Party Advertising Allocation on the PaperExchange Site shall immediately cease, (i) VerticalNet shall retain ownership of the URLs at which the Co-Branded Sites are located, (I) the Co-Branded URLs shall be owned by the party that offers to pay the highest amount to the other for the ownership of such URLs upon payment of such amount to the other party (k) if the agreement is terminated during the Initial Term by VerticalNet pursuant to Section 8.2  [Termination for Cause], (x) VerticalNet shall be released from its obligations under Section 5.8.1  [Non-Competition] and (y) PaperExchange's obligations under Sections 7.2  [Advertising Revenue] and 7.4  [Revenue Sharing] shall be extended for one year after the date of such termination, and (I) 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\n\n                                       14\n\nbetween the Effective Date and the scheduled expiration date of the Initial Term, by (2) *****\n\n9. DISPUTE RESOLUTION\n\n      9.1. Negotiation and Escalation. If any controversy or claim arises relating to this Agreement, the parties will attempt in good faith to negotiate a solution to their differences, including progressively escalating any controversy or claim through senior levels of management. If negotiation does not result in a resolution within 30 days of when one party first notifies the other of the controversy or claim, either party may resort to arbitration under Section 9.2  [Arbitration].\n\n      9.2. Arbitration. Any controversy or claim between the parties concerning any breach or alleged breach of this Agreement or performance or nonperformance of any obligation under this Agreement which cannot be resolved by negotiation will be resolved by binding arbitration under this Section 9.2  [Arbitration] and the then-current Commercial Rules and supervision of the American Arbitration Association (the \"AAA\"). If any part of this Section 9.2  [Arbitration] is held to be unenforceable, it will be severed and will not affect either the duty to arbitrate or any other part of this Section 9.2  [Arbitration]. The arbitration will be held in New York, New York, before a sole disinterested arbitrator who is knowledgeable in business information and the Internet and experienced in handling commercial disputes. The arbitrator shall be appointed jointly by the parties hereto within 30 days following the date on which the arbitration is instituted. If the parties are unable to agree upon the arbitrator within such 30-day period, the AAA shall be instructed to select such arbitrator within 15 days thereafter. The arbitrator's award will be final and binding and may be entered in any court\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\nhaving jurisdiction. The arbitrator will not have the power to award punitive or exemplary damages, or any damages excluded by, or in excess of, any damage limitations expressed in this Agreement. Issues of arbitrability will be determined in accordance solely with the federal substantive and procedural laws relating to arbitration; in all other respects, the arbitrator will be obligated to apply and follow the substantive law of the Commonwealth of Pennsylvania.\n\n      9.3. Equitable Relief. Notwithstanding anything to the contrary in this Agreement, in the event of an alleged violation of Article 10  [CONFIDENTIALITY] of this Agreement by either party, the party alleging such a violation may seek temporary injunctive or other appropriate equitable relief from any court of competent jurisdiction pending appointment of an arbitrator. The party requesting such relief shall simultaneously file a demand for arbitration of the dispute, and shall request that the American Arbitration Association proceed under its rules for an expedited hearing.\n\n      9.4. Costs. Unless the arbitrator, if any, determines otherwise, each party will bear its own attorneys' fees and other costs associated with the negotiation and arbitration provided for by this Article 9  [DISPUTE RESOLUTION], except that costs and expenses of the arbitrators shall be shared equally. If court proceedings to stay litigation or compel arbitration are necessary, the party who unsuccessfully opposes such proceedings will pay all associated costs, expenses and attorneys' fees that are reasonably incurred by the other party.\n\n* Confidential Treatment Requested: material has been omitted and filed   separately with the Commission.\n\n                                       15\n\n      9.5. Two Year Limitation. 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.\n\n      9.6. Confidentiality. In order to facilitate the resolution of controversies or claims between the parties with respect to each party hereto, such controversies or claims, including details regarding negotiations, arbitration and settlement terms, shall be treated as Confidential Information of the other party hereto in accordance with Article 10  [CONFIDENTIALITY].\n\n      9.7. Remedial Measures. In the event of (a) any material remediable breach of this Agreement by the other party which remains uncured 30 days after notice of such breach (other than a breach of a payment obligation) was received by the other party or (b) any material breach which cannot be cured, the non-breaching party may take reasonable remediable measures at the cost of the breaching party without prejudice and in addition to any other rights arising from such breach. In addition, the non-breaching party shall take reasonable steps to mitigate damages arising out of such breach.\n\n10. CONFIDENTIALITY\n\n      10.1. Confidentiality Obligations. Except as permitted elsewhere under this Agreement, each party agrees to take Reasonable Steps (as defined below) (a) to receive and maintain the Confidential Information of the other party in confidence, (b) not to disclose such Confidential Information to any third parties and (c) to promptly notify the disclosing party upon learning of any law, rule, regulation or court order that purports to compel disclosure of any Confidential Information of the disclosing party and to reasonably cooperate with the disclosing party in the exercise of the disclosing party's right to protect the confidentiality of such Confidential Information. Neither party hereto shall use all or any part of the Confidential Information of the other party for any purpose other than to perform its obligations under this Agreement. The parties will take Reasonable Steps (as defined below) to ensure that their employees, representatives and agents comply with this provision. As used herein, \"Reasonable Steps\" means at least the same degree of care that the receiving party uses to protect its own Confidential Information, and, in no event, no less than reasonable care.\n\n      10.2. Exclusions. Nothing contained herein shall prevent a party from disclosing Confidential Information pursuant to any applicable law, rule, regulation or court order; provided, however, that such party complies with the notice provisions of Section 10.1(c)  [Confidentiality Obligations] to the extent permissible under applicable laws, rules, regulations or court orders. Such disclosure shall not alter the status of such information hereunder for all other purposes as Confidential Information.\n\n      10.3. Termination. Subject to Section 13.10  [Survival], upon termination of this Agreement, all Confidential Information shall be returned to the disclosing party or destroyed unless otherwise specified or permitted elsewhere under this Agreement. The confidentiality obligations contained in this Article 10  [CONFIDENTIALITY] shall survive termination of this Agreement for a period of three years.\n\n                                       16\n\n      10.4. Injunction. Each party acknowledges and agrees that the provisions of this Article 10  [CONFIDENTIALITY] are reasonable and necessary to protect the other party's interests in its Confidential Information, that any breach of the provisions of this Article 10  [CONFIDENTIALITY] may result in irreparable harm to such other party, and that the remedy at law for such breach may be inadequate. Accordingly, in the event of any breach or threatened breach of the provisions of this Article 10  [CONFIDENTIALITY] by a party hereto, the other party, in addition to any other relief available to it at law, in equity or otherwise, shall be entitled to seek temporary and permanent injunctive relief restraining the breaching party from engaging in and/or continuing any conduct that would constitute a breach of this Article 10  [CONFIDENTIALITY], without the necessity of proving actual damages or posting a bond or other security.\n\n      10.5. Publicity. Except as may be required by applicable laws, rules or regulations (including those arising under any securities laws), neither party will originate any publicity, news release or other public announcement, written or oral, whether to the public press or otherwise, concerning the relationship between the parties or the transactions described in this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. In the event disclosure is required by applicable law, rules or regulations, then the party required to so disclose such information shall, to the extent possible, provide to the other party for its approval (such approval not to be unreasonably withheld) a written copy of such public announcement at least five business days prior to disclosure. Notwithstanding the foregoing, either party shall have the right to make a press release with respect to its entering into this Agreement; provided that such party provides to the other party a copy of the proposed press release no less than five business days prior to its proposed release and that the contents of such press release shall be subject to the other party's consent, which consent shall not be unreasonably delayed or withheld.\n\n11. REPRESENTATIONS AND WARRANTIES. Each party hereby represents, covenants and warrants to the other party that:\n\n      11.1. It has the corporate power to enter into this Agreement and to grant\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\nthe rights and licenses granted herein and otherwise perform this Agreement;\n\n      11.2. It is not a party to any agreement or understanding and knows of no law or regulation that would prohibit it from entering into and performing this Agreement or that would conflict with this Agreement; and\n\n      11.3. When executed and delivered by it, this Agreement will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with this Agreement's terms.\n\n12. DISCLAIMER OF WARRANTY, LIMITATION OF LIABILITY AND INDEMNIFICATION.\n\n      12.1. Disclaimer of Warranties. EXCEPT AS EXPRESSELY SET FORTH IN THIS AGREEMENT, VERTICALNET HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ANY AND ALL VERTICALNET DELIVERABLES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.\n\n                                       17\n\n      12.2. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PAPEREXCHANGE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ANY AND ALL PAPEREXCHANGE DELIVERABLES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.\n\n      12.3. Limitation of Liability. EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 10, THE INDEMNIFICATION OBLIGATIONS OF PAPEREXCHANGE UNDER SECTIONS 12.4(c)  [Indemnification by PaperExchange] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 12.5(c)  [Indemnification by VerticalNet], NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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.\n\n      12.4. Indemnification by PaperExchange. PaperExchange shall indemnify and hold harmless VerticalNet and its officers, directors, employees and agents from and against any and all losses, claims, damages, liabilities, obligations, penalties, judgments, awards, costs, expenses and disbursements, including without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any action, suit, proceeding or investigation asserted by a third party, caused by, relating to, based upon, arising out of or in connection with (a) any breach by PaperExchange of the representations, warranties or agreements made by it under this Agreement, (b) negligence, recklessness or intentional misconduct on the part of PaperExchange or its officers, directors, employees, agents or consultants, (c) any claim that the PaperExchange Content infringes or misappropriates any Intellectual Property Rights or any other right of any third party or (d) the promotion, advertisement or marketing of the VerticalNet Content or VerticalNet Archived Content by or on behalf of PaperExchange.\n\n      12.5. Indemnification by VerticalNet. VerticalNet shall indemnify and hold harmless PaperExchange and its officers, directors, employees and agents from and against any and all losses, claims, damages, liabilities, obligations, penalties, judgments, awards, costs, expenses and disbursements, including without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any action, suit, proceeding or investigation asserted by a third party, caused by, relating to, based upon, arising out of or in connection with (a) any breach by VerticalNet of the representations, warranties or agreements made by it under this Agreement, (b) negligence, recklessness or intentional misconduct on the part of VerticalNet or its officers, directors, employees, agents or consultants, (c) any claim that the VerticalNet Content infringes or misappropriates any Intellectual Property Rights or any other right of any third party; or (d) the promotion, advertisement or marketing of the PaperExchange Content by or on behalf of VerticalNet.\n\n                                       18\n\n      12.6. Each person seeking to be reimbursed, indemnified, defended and/or held harmless under Sections 12.4  [Indemnification by PaperExchange] or 12.5  [Indemnification by VerticalNet] (each, an \"Indemnitee\") shall (a) provide the party obliged to indemnify such Indemnitee with prompt written notice of any claim, suit, demand or other action for which such Indemnitee seeks to be reimbursed, indemnified, defended or held harmless (each, a \"Claim\"), which notice shall include a reasonable identification of the alleged facts giving rise to such Claim; (b) grant such party reasonable authority and control over the defense and settlement of any such Claim; and (c) reasonably cooperate with such party and its agents in defense of any such Claim. Each Indemnitee shall have the right to participate in the defense of any Claim for which such Indemnitee seeks to be reimbursed, indemnified, defended or held harmless, by using attorneys of such Indemnitee's choice, at such Indemnitee's expense. Any settlement of a Claim for which any Indemnitee seeks to be reimbursed, indemnified, defended or held harmless under this Article shall be subject to the prior written approval of such Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.\n\n      12.7. Essential Part of Bargain. The parties acknowledge that the disclaimers and limitations set forth in this Article 12  [DISCLAIMER OF WARRANTY, LIMITATION OF LI...] are an essential element of this Agreement between the parties and that the parties would not have entered into this Agreement without such disclaimers and limitations.\n\n13. MISCELLANEOUS\n\n      13.1. 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. Subject to the provisions of Section 9, both parties consent and submit to the exclusive personal jurisdiction of the United States and the state courts of the Commonwealth of Pennsylvania in and for Horsham, PA.\n\n      13.2. No 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.\n\n      13.3. Good Faith. The parties undertake to display to each other the utmost good faith, consistent with their respective rights and obligations set forth in this Agreement.\n\n      13.4. Independent Contractors. In connection with this Agreement, each party is an independent contractor. This Agreement does not, and shall not be construed to, create an employer-employee, agency, joint venture or partnership relationship between the parties. Neither party shall have any authority to act for or to bind the other party in any way, to alter any of the terms or\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\nconditions of any of the other party's standard forms of invoices, sales agreements, warranties or otherwise, or to warrant or to execute agreements on behalf of the other or to represent that it is in any way responsible for the acts, debts, liabilities or omissions of the other party.\n\n                                       19\n\n      13.5. Notices. All notices, reports, payments and other communications required or permitted to be given under this Agreement (each, a \"Notice\") shall be in writing and shall be given either by personal delivery against a signed receipt, by express delivery using a nationally recognized overnight courier, or by facsimile. All Notices shall be properly addressed as follows, or to such other addresses as may be specified in a Notice given hereunder:\n\nIf to VerticalNet:                                 with a copy to:\n\nAttn: General Counsel                              Michael J. Hagan VerticalNet, Inc.                                  VerticalNet, Inc. 700 Dresher Road, Suite 100                        700 Dresher Road, Suite 100 Horsham, Pennsylvania 19044                        Horsham, Pennsylvania 19044 Fax No.: (215) 443-3336                            Fax No.: (215) 443-3336\n\nIf to PaperExchange:                               with a copy to:\n\nAttn: Chief Executive Officer                      Attn: Jonathan K. Bernstein PaperExchange.com, LLC                             Bingham Dana LLP 545 Boylston Street, 8th Floor                     150 Federal Street Boston, MA 02116                                   Boston, MA 02110 Fax No.: (617) 536-4097                            Fax No.: (617) 951-8736\n\nA Notice shall be deemed to be effective upon personal delivery or, if sent via overnight delivery, upon receipt thereof. A Notice sent via facsimile is deemed effective on the same day (or if such day is not a business day, then on the next succeeding business day) if such facsimile is sent before 3:00 p.m. Philadelphia time and on the next day (or if such day is not a business day, then on the next succeeding business day) if such Notice is sent after 3:00 p.m. Philadelphia time.\n\n      13.6. Amendment or Modification. No subsequent amendment, modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the parties.\n\n      13.7. Entire Agreement. This Agreement sets out the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, proposals, arrangements and communications, whether oral or written, with respect to the subject matter hereof, including, but not limited to, the letter of intent between the parties dated July 23, 1999.\n\n      13.8. Severability. If any provision of this Agreement is held by a tribunal of competent jurisdiction to be illegal, invalid, or otherwise unenforceable in any jurisdiction, then to the fullest extent permitted by law (a) the same shall not effect the other terms or provisions of this Agreement, (b) such term or provision shall be deemed modified to the extent necessary in the tribunal's opinion to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest extent the intent and agreements of the parties set forth herein and (c) such finding of invalidity, illegality or\n\n                                       20\n\nunenforceability shall not affect the validity, legality or enforceability of such term or provision in any other jurisdiction.\n\n      13.9. No Waiver. Failure to enforce any term of this Agreement is not a waiver of future enforcement of that or any other term. No term or provision of this Agreement will be deemed waived and no breach excused unless such waiver or excuse is in writing and signed by the party against whom enforcement of such waiver or excuse is sought.\n\n      13.10. Survival. Sections 5.8.1  [Non-Competition] (subject to Section 8.3(k)  [Upon Termination]), 6.1-6.2, 6.5, 6.6, 6.9, 7.5-7.8, 8, 9, 10, 11, 12 and 13, any payment obligations of the parties hereunder accruing prior to the date of termination; and any other provision herein expressly surviving termination or necessary to interpret the rights and obligations of the parties in connection with the termination of the term of this Agreement will survive the termination or expiration of this Agreement.\n\n      13.11. No Third Party Beneficiaries. 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.\n\n      13.12. Waiver of Jury Trial. Each party hereby irrevocably waives all rights a party may have to a trial by jury in any legal action or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby.\n\n      13.13. Titles. The headings appearing at the beginning of the Sections contained in this Agreement have been inserted for identification and reference purposes only and shall not be used to determine the construction or interpretation of this Agreement. The nomenclature of the defined terms in this Agreement shall only be used for the construction of this Agreement, and are not to be used for any other purpose, including, but not limited to, interpretation for accounting purposes.\n\n      13.14. Force Majeure. Neither party shall be held to be in breach of this Agreement by reason of a force majeure event, including, but not limited to, act of God, delay in transportation, fire, flood, earthquake, storm, war, act of a public enemy, civil commotion or any law, rule, regulation, order or other action by any public authority or any other matter reasonably beyond a party's control. To the extent failure to perform is caused by such a force majeure event, such party shall be excused from performance hereunder so long as such event continues to prevent such performance, and provided the non-performing party takes all reasonable steps to resume full performance.\n\n      13.15. Compliance with Laws. Each party shall comply with all prevailing laws, rules and regulations and obtain all necessary approvals, consents and permits required by the applicable agencies of the government of the jurisdictions that apply to its activities or obligations under this Agreement.\n\n      13.16. Execution in Counterparts, Facsimiles. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, bear the signatures of both parties\n\n                                       21\n\nhereto. For the purposes hereof, a facsimile copy of this Agreement, including\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\nthe signature pages hereto, shall be deemed an original.\n\n            [The remainder of this page is intentionally left blank.]\n\n                                       22\n\nIN WITNESS WHEREOF, the parties to the Agreement by their duly authorized representative have executed this Agreement as of the date first written above.\n\nVERTICALNET, INC.                           PAPEREXCHANGE.COM, LLC\n\nBy: /s/ [ILLEGIBLE]                         By: /s/ Jason Weiss     ---------------------------------           -------------------------------- Title: BVI                                  Title: CEO        ------------------------------              -----------------------------\n\nVERTICALNET, INC.                           PAPEREXCHANGE.COM, LLC\n\nBy: /s/ [ILLEGIBLE]                         By: /s/ Rod A. Parsley     ---------------------------------           -------------------------------- Title: V.P. E-Commerce Products Group       Title: Vice President Business Devel        ------------------------------              -----------------------------\n\n                                   Exhibit A\n\nAuction Home                                                         Page 1 of 2\n\n[GRAPHIC OMITTED]\n\npulp and paper online PaperExchange.com\n\n[GRAPHIC OMITTED]\n\nREGISTER\n\nFree Gift... to first time Buyers and Sellers on Online Auction\n\nSearch: Buyer's Guide by Product/Service [GRAPHIC OMITTED] Go!\n\nHome | Products | Careers | Marketplace | News/Analysis | Community | Resources | About Us | Related Sites\n\nAuctions\n\n     Home\n\n     Registration\n\n     How to Start\n\n     Buying      My Auction Watch      Buyer's Toolkit      Buyer's Help      Additional Industries\n\n     Selling      Seller's Toolkit      Seller's Help\n\nBooks, Software, Videos\n\nShopping\n\nAlso On This Site\n\nOnline Homepage\n\nProduct Center\n\nCareer Center\n\nNews & Analysis\n\nCommunity\n\nResources\n\nSite Information\n\nRelated Sites\n\n- --------------------------------------------------------------------------------                                    Click Here\n\n                              Highlights, Products                                      & More - --------------------------------------------------------------------------------\n\n                                     powdex\n\n                          Incorporating InterFlow Expo\n\n                          Oct. 27-28, 1999 Atlanta, GA                               Cobb Galleria Centre\n\n- --------------------------------------------------------------------------------\n\n                                 LAB BLAST '99\n\n                                Lab equipment at                                Rock Bottom Prices\n\n                                   CLICK HERE\n\n- --------------------------------------------------------------------------------\n\n[GRAPHIC OMITTED]\n\nOnline Auctions\n\nPurchase and Liquidate New and Used Products\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\nFind An Item\n\n                Select a category below, or use Advanced Search.\n\n                          |X| Auctions |_| Fixed Price\n\n                           Analytical Instrumentation\n\n                                   View Items\n\nWelcome\n\nPulp & Paper Online and PaperExchange.com have partnered to become the leading e-commerce solution for buying and selling new, surplus and used paper products and equipment.\n\nSell an Item: Register Now as an Online Auctions seller and Sell an Item here.\n\nFind an Item: Begin using the auction by selecting a category from the box above or choose a Featured or New Item below. Or click here for an Advanced search\n\nCustomized Auction features\n\n          Buyers Area                                  Sellers Area\n\n       Choose One ...  Go!                          Choose One ...  Go!\n\n*Hot items are from all industries          *Hot items are from all industries\n\nFirst Time Users: Personalize your Online Auction experience and learn about our                           Customized Auction Features.\n\nFeatured Item\n\nDynasty Tool Kit No. 9422 Item #: 500607\n\n[GRAPHIC OMITTED]\n\nDynasty Tool Kit No. 9422. 120 tools. For the customer service engineer who carries a full array of tools and spare parts during extended air travel. Molded of tough linear polyethylene. Ribs for extra strength and rigidity. Rugged aluminum valance. M\n\nPrice: $348 Auction Period: 5/11/99 - 6/10/99\n\nTechne Thermal Cycler 0.5ML 117V Item #: 500863\n\n[GRAPHIC OMITTED]\n\nTechne Gene E Thermal Cycler (for 0.5 mL tubes). Suitable for DNA sequencing, gene manipulation, DNA hybridization, and other techniques. Uses a refrigerated coolant for maximal cooling efficiency (cooling rates up to 2.7(degrees)C per sec.). Operates from 10\n\nPrice: $1,000 Auction Period: 5/7/99 - 6/6/99 Dynasty Tool Kit No. 9422 Item #: 500607\n\n[GRAPHIC OMITTED]\n\nDynasty Tool Kit No. 9422. 120 tools. For the customer service engineer\n\n                                  Exhibit A(2)\n\nAuction Home                                                         Page 2 of 2\n\n[GRAPHIC OMITTED]\n\nengineer who carries a full array of tools and spare parts during extended air travel. Molded of tough linear polyethylene. Ribs for extra strength and rigidity. Rugged aluminum valance. M\n\nPrice: $348 Auction Period: 5/11/99 - 6/10/99 Leader LFC-944B Level Meter Item #: 500608\n\n[GRAPHIC OMITTED]\n\nLeader LFC-944B Level Meter is a portable battery-operated field level meter designed for testing and measuring the performance of CATV and MATV systems. It provides for measuring levels of -40 to +60 dBmv on VHF channels and -30 to +40 dBmv on UHF c\n\nPrice: $220 Auction Period: 5/11/99 - 6/10/99\n\nFind An Item\n\n                Select a category below, or use Advanced Search.\n\n                          |X| Auctions |_| Fixed Price\n\n                           Analytical Instrumentation\n\n                                   View Items\n\nSend This Page To A Friend\n\nShare The Knowledge\n\nSee something for a friend or associate? You can forward this page by just Clicking Here!\n\nHome | Help | Feedback | Advertising Info VerticalNet | Disclaimer | TechSupport                       www.wateronline.com\n\n                                  Exhibit A(3)\n\nOnline Jobscan                                                       Page 1 of 2\n\n[GRAPHIC OMITTED]\n\npulp and paper online PaperExchange.com\n\n[GRAPHIC OMITTED]\n\nshop & compare\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\nFor the Best Prices on the Web\n\nSearch: Buyer's Guide by Product/Service [GRAPHIC OMITTED] Go!\n\nHome | Products | Careers | Marketplace | News/Analysis | Community | Resources | About Us | Related Sites\n\nCareer Center [GRAPHIC OMITTED] Online Jobscan\n\nOnline Jobscan\n\n   Job Search\n\n   Post Resume\n\n   Update Resume\n\n   New Jobs Area\n\n   Employer Spotlight\n\nCareer Resources\n\nSalary Survey\n\nRecruiter Center\n\nAlso On This Site\n\nProduct Center\n\nCareer Center\n\nNews & Analysis\n\nCommunity\n\nResources\n\nSite Information\n\nRelated Sites\n\n- --------------------------------------------------------------------------------                                    Click Here\n\n                              Highlights, Products                                      & More - --------------------------------------------------------------------------------\n\n                                     powdex\n\n                          Incorporating InterFlow Expo\n\n                          Oct. 27-28, 1999 Atlanta, GA                               Cobb Galleria Centre\n\n- --------------------------------------------------------------------------------\n\n                                 LAB BLAST '99\n\n                                Lab equipment at                                Rock Bottom Prices\n\n                                   CLICK HERE\n\n- --------------------------------------------------------------------------------\n\n[GRAPHIC OMITTED]\n\nOnline Jobscan\n\n[GRAPHIC OMITTED]\n\nOnline JobCenter\n\nJob Search Post/Update Resumes Employer Spotlights\n\nUse this page to search for job openings, and view the most recent Open House announcements from businesses within the industry\n\nJob Search\n\nPulp & Paper Online and PaperExchange.com have combined resources to provide you with the most comprehensive source for careers in the pulp and paper industry.\n\nSearch for a position by making selections from the below drop down menus. The more selections you make the more fined tuned the results. For the broadest results, use the menu defaults.\n\nMultiple categories can be chosen within menus by holding down the \"Shift\" key when making selections.\n\nSelect Keywords Separate keywords using AND, OR, or 'a phrase in quotes'\n\n- --------------------------------------------------------------------------------\n\n- --------------------------------------------------------------------------------\n\nType Company Name (Full or Partial)\n\n- --------------------------------------------------------------------------------\n\n- --------------------------------------------------------------------------------\n\n|_| Full Time            |_| Part Time\n\n|_| Contract             |_| Permanent\n\nLocation Choose the State, Region or Country to include in your search\n\nState                                 Region\n\nAll                                   All Alabama                               Alaska/Hawaii Alaska                                Mid-Atlantic - U.S. Arizona                               North Central - U.S.\n\nCountry\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\nUnited States Antigua and Arbuda Antarctica Argentina\n\nPosition\n\nAll Job Types Aerospace Engineer Biological Scientist Biologist\n\nJobscan Sponsors\n\n- --------------------------------------------------------------------------------                                    Click Here\n\n                              Highlights, Products                                      & More - --------------------------------------------------------------------------------\n\n                                     powdex\n\n                          Incorporating InterFlow Expo\n\n                          Oct. 27-28, 1999 Atlanta, GA                               Cobb Galleria Centre\n\n- --------------------------------------------------------------------------------\n\n                                 LAB BLAST '99\n\n                                Lab equipment at                                Rock Bottom Prices\n\n                                   CLICK HERE\n\n- --------------------------------------------------------------------------------\n\nDurlano Pumps embrace new valve technology for greater efficiency...\n\nCHEMPRO introduces new treatment for water purification...\n\n                                  Exhibit A(4)\n\nOnline Jobscan                                                       Page 2 of 2\n\nDuties\n\nAll Job Functions Academia Choose One Consulting\n\nScan Jobs                Reset\n\nOpen House Announcements\n\nVirtual Company Tours\n\nIn an effort to better inform the job seeker and satisfy the needs for industry recruiting of premium positions, Water Online provides Online Open House. These pages represent a virtual open house for each of the participating companies that are actively seeking new recruites. Below is a list of the most recent Open House pages.\n\n- - Chromatography Ltd. Santa Monica CA\n\n- - Mass Spectral Interpretator Austin TX\n\n- - Contemporary Wastewater and Design Phoenix AZ\n\n- - Mass Spectral Incorporated Chicago IL\n\n- - Activated Carbon Inc. Bethesda MD\n\nMore...\n\nSend This Page To A Friend\n\nShare The Knowledge See something for a friend or associate? You can forward this page by just Clicking Here!\n\nHome | Help | Feedback | Advertising Info VerticalNet | Disclaimer | TechSupport                       www.wateronline.com\n\n                                                                       Exhibit B\n\n                     CAREER CENTER REQUEST FORM\n\nPlease take the time to fill out this form so that we may collect the information needed to process your Career Center Request. Please note that text of any length may be typed or pasted into the fields below.\n\nBilling Information (Will not be displayed online unless it is the same as Employer Information, below.)\n\n      Company Name:\n\n      Address:\n\n      Address 2:\n\n      City:\n\n      State:\n\n      Zip:\n\n      Country:\n\n      Foreign Address:\n\n      Phone:                         Extension:\n\n      Fax:\n\n      e-mail:\n\n      Website Address (URL):\n\n      Contact Name:\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\nEmployer Information (Please enter all information as it should appear online.)\n\n      |_| Check here if same as above.\n\n      Company Name:\n\n      Address:\n\n      Address 2:\n\n      City:\n\n      State:\n\n      Zip:\n\n      Country:\n\n      Foreign Address:\n\n      Phone:                         Extension:\n\n      Fax:\n\n      e-mail:\n\n      Division Name:\n\n      Number of Employees:\n\n      Company Job Website (URL):\n\n      Contact Person / Department:\n\n      Job Code/Requisition Number:\n\n      How do you wish to be contacted?\n\n      |_| e-mail |_| Fax |_| Phone |_| Regular Mail\n\nJob Information (Please enter all information as it should appear online.)\n\n      Job Title:\n\n      Job Location:\n\n          City:          State:\n\n              or\n\n                US Region:           Select Region\n\n                Country:\n\n      Type of Position:   Full Time    Permanent\n\n      Required Skills:\n\n      Brief Job Description:\n\n      Salary Range:\n\n      Additional Compensation:\n\n      Full Job Description:\n\nExhibit C\n\nA Microsoft Excel Spreadsheet containing the following columns:\n\n                                                                  - ----------------------------------------------------------------------------------------------- Name*    Category*   Mfg/Brand    Model #      Original Item Price     Height      Weight - ----------------------------------------------------------------------------------------------- NAME     CATG        FLDA         FLDB         FLDC                    FLDD        FLDE - -----------------------------------------------------------------------------------------------\n\n                                                                     - ----------------------------------------------------------------------------------------------- Starting Bid*    Reserve Price     Bid Increments    Start date/time   Duration*   Item # - ----------------------------------------------------------------------------------------------- MINB             RSRV              INCR              STRT              DAYE        FLD1 - -----------------------------------------------------------------------------------------------                  default is $5.00  default is today  default is 7                  --------------------------------------------------\n\n- -------------------------------------------------------------------- Approx. Age   SKU    Description      Seller ID#   Image Location - -------------------------------------------------------------------- FLD2          FLDF   DESC             SELL         IMAG - --------------------------------------------------------------------\n\n- ---------------------------------------------                 Sales Location**      Person**        Capacity** - ---------------------------------------------   To Be          To Be             To Be Determined     Determined       Determined - ---------------------------------------------\n\nThis page describes each of the fields used in the Excel spreadsheet for bulk uploads. Please put details in the spreadsheet named Bulk Upload Spreadsheet. It is very important that you do not change the field names or their order on the spreadsheet.\n\n- --------------------------------------------------------------------------------   Name*               The title by which you want the item called. i.e.                       Sartorius Microbalance. This field is 60 characters long                       but more details will fit in the description section. The                       name needs to be descriptive and distinct. There cannot be                       two items with the same name. Add a delineating feature\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000\n\n\n\n\n\n                      such as model number or size to the name. - -------------------------------------------------------------------------------- Category*             This field requires a number not word. See the enclosed                       list. If you do not find a category that fits your                       product, please contact us. We can add categories. - -------------------------------------------------------------------------------- Mfg/Brand             Manufacturer or brand name - -------------------------------------------------------------------------------- Model #               Model number - -------------------------------------------------------------------------------- Original Item         If known, this can be an incentive to buyers who then see price                 your lower price. - -------------------------------------------------------------------------------- Height                Include feet or inches. - -------------------------------------------------------------------------------- Weight                Include pounds or ounces. - -------------------------------------------------------------------------------- Quantity*             This field requires only a number not each, case, etc. - -------------------------------------------------------------------------------- Starting Bid*         This is the amount at which the bidding will start. It                       should be lower than your reserve price, if you set one.                       Please use whole dollars. - -------------------------------------------------------------------------------- Reserve Price         This is the amount you wish to receive for your product.                       If you set a reserve price, your item cannot be sold for                       less than the reserve. Please use whole dollars. - -------------------------------------------------------------------------------- Bid Increments*       $5 is the default, but feel free to change this to reflect                       your product's price using whole dollars. - -------------------------------------------------------------------------------- Start date/time*      This field must be filled out like the following example:                       04/08/99 15:00 (MM/DD/YY 24:mm) A start time must be                       included. - -------------------------------------------------------------------------------- Duration*             The default for this field is 7 days. The options are 1,                       3, 5, 7, 21, and 30. - -------------------------------------------------------------------------------- Item #                Catalog number if the product came from a manufacturer's                       or distributor's catalog - -------------------------------------------------------------------------------- Approx. Age           New, used, demo, reconditioned - -------------------------------------------------------------------------------- SKU                   Each, box, case - -------------------------------------------------------------------------------- Description           This field is only 1250 characters long. Use basic writing                       format here. Complete sentences are desired rather than a                       list of features. If you copy and paste from an outside                       source, please check to see that there are no tabs or                       returns in the paragraph. - -------------------------------------------------------------------------------- Seller ID#*           This is your six-digit ID number you received when you                       registered. - -------------------------------------------------------------------------------- Image location        A picture of your item is very helpful in selling your                       item and will greatly enhance its listing appearance. The                       picture needs to be in JPEG or GIF format. You can send                       these on a separate disk or email if desired. Please                       enclose a list delineating which picture goes with which                       item. - -------------------------------------------------------------------------------- Location              Where the equipment is currently located/resides. - -------------------------------------------------------------------------------- Sales Person          For PaperExchange.com internal tracking. - -------------------------------------------------------------------------------- Capacity              Specific information about the equipment i.e. \"x\"                       gallons/hr, \"y\" sheets/minute, etc. - --------------------------------------------------------------------------------                       *  indicates required fields                       ** indicates fields with fieldnames to be determined and                       whose position within the columns is to be determined\n\nSource: PAPEREXCHANGE COM INC, S-1/A, 3/22/2000"}]}, {"title": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "AGENCY AGREEMENT", "answer_start": 167}], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Agent", "answer_start": 325}, {"text": "Biopure Corporation", "answer_start": 257}, {"text": "Company", "answer_start": 307}], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "March 29, 1999", "answer_start": 226}], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "March 29, 1999", "answer_start": 226}, {"text": "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", "answer_start": 26477}], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 26477}], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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).", "answer_start": 33184}], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [{"text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense", "answer_start": 4324}, {"text": "(e) not solicit or accept orders for the Products other than from       Customers within the Territory after the Agent Launch Date; and not       knowingly, or knowingly permit others to, distribute or resell Products       outside the Territory or for end use by other than duly licensed       veterinarians;", "answer_start": 6011}], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": false}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 27636}], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 27258}], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 31519}], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "The       Company will compensate the Agent an additional two (2) percent through a       discount off of the current price or promotional price of the Product       times the total monthly units shipped at that price to the Customer       excluding any taxes, and/or shipping and handling charges incurred by the       Company, so as to compensate the Agent's sales representatives.", "answer_start": 11871}], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense", "answer_start": 4324}, {"text": "All orders will be shipped to the Customer in minimum quantities of one box (two (2) bags).", "answer_start": 13983}, {"text": "(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.\n\n         (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.", "answer_start": 8021}, {"text": "(h) make all field sales personnel of the Agent available for at       least four (4) hours, and telesales personnel available for at least one       (1) hour, of initial Products sales and marketing training by the Company,       and for such supplemental training by the Company as the Company may deem       appropriate from time to time, in each case, at such times and locations       as may be mutually agreed upon by the Company and the Agent.", "answer_start": 7514}], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [{"text": "Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense", "answer_start": 4324}, {"text": "(f) meet with the Company at least once each quarter (starting with       the quarter in which the Agent Launch Date occurs), at a mutually       agreeable time and place to discuss and review the Agent's activities       hereunder, at which meeting the Agent will make available to the Company       information concerning the Agent's sale and marketing of the Products in       the Territory during the quarter and year-to-date, such information to       include details of sales efforts, Product sales volume and such other       information as may be mutually agreed upon in each Business Plan;", "answer_start": 6331}], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "In no       way should the Agent be liable for incidental or consequential damages.", "answer_start": 21640}, {"text": "In no event will the Company be liable for incidental or consequential damages.", "answer_start": 16861}, {"text": "Subject to Subparagraph (c) below, the Agent will indemnify the       Company (and its officers, directors, employees, agents and affiliates)       and hold it (and them) harmless from and against all loss, damage,       liability, cost or expense of any nature whatsoever, including, without       limitation, any and all reasonable attorneys fees and court costs       (together, a \"Loss\"), arising out of or in connection with (i) the       inaccuracy or breach of any representation, warranty or obligation of the       Agent hereunder and/or (ii) the activities of the Agent in connection with       the promotion, sale or collection of payment of the Products in violation       of this Agreement, law or any other duty or obligation of the Agent.", "answer_start": 20886}, {"text": "In no event will either party be       liable for special or consequential damages arising out of the breach or       the termination of this Agreement.", "answer_start": 29932}, {"text": "The Customer's exclusive remedy for a breach of any of the foregoing warranties will be the replacement, at the delivery point thereof, freight prepaid, of any Product furnished hereunder that fails to meet the foregoing standards.", "answer_start": 16629}], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [{"text": "The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months. The Company further    8\n\n                                    -7-\n\nwarrants that the Products have been manufactured, labeled and packaged, and when in the Company's possession or under its control, have been handled, stored and shipped, in compliance with all applicable federal, state and local laws. The Customer's exclusive remedy for a breach of any of the foregoing warranties will be the replacement, at the delivery point thereof, freight prepaid, of any Product furnished hereunder that fails to meet the foregoing standards. In no event will the Company be liable for incidental or consequential damages. All claims by the Customer and/or Agent under this Paragraph 2.6 must be submitted in accordance with the Company's published bulletins concerning such claims, as such bulletins may be amended by the Company from time to time and furnished to the Agent.", "answer_start": 16052}], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": false}, {"answers": [{"text": "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. Each such liability insurance policy of the Agent will name the Company (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Company of any cancellation, modification or amendment of the policy. Each product liability insurance policy of the Company will name the Agent (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Agent of any cancellation, modification, or amendment of this policy. Each party will furnish to the other upon request a Certificate of Insurance or other documentation reasonably satisfactory to the other evidencing compliance with this Paragraph 3.3.", "answer_start": 18920}], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "1                                                                    EXHIBIT 10.13\n\n2\n\n                            BIOPURE CORPORATION                                 AGENCY AGREEMENT\n\n   This \"Agency\" Agreement is made as of March 29, 1999, by and between Biopure Corporation, a Delaware corporation (the \"Company\") and the Agent named on the signature page hereof (the \"Agent\").\n\n   WHEREAS, the Company is preparing to manufacture and sell Oxyglobin(R) brand veterinary products (\"Products\") enumerated on the Company's veterinary products agency price list (Exhibit A)(as such list may be changed by the Company from time to time, the \"Price List\"); and\n\n   WHEREAS, the Agent and the Company wish to enter into an arrangement wherein the Agent would promote, sell, and collect payment for, such Products for the Company as a representative (\"Agent\") of the Company within the United States of America to duly licensed veterinarians (the \"Customers\") on the terms provided herein;\n\n   NOW, THEREFORE, in consideration of the premises and of the mutual promises and covenants contained herein, the parties hereby agree as follows:\n\n                      1. APPOINTMENT AND ACCEPTANCE.\n\n   1.1. Appointment. 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. The Company has appointed a limited number of Agents; however, the Company retains the right to itself, and/or appoint others to, promote, sell, and collect payment for, and distribute, the Products to Customers in the Territory.\n\n   1.2. Territory. The Territory is defined as that geographical area in which said Agent is represented by a full time field sales representative, and of which assigned Distributor agrees to be responsible for mutually agreed upon quarterly and annual sales objectives as described in the \"Business Plan\". Compensation by the Company to the Agent will be limited to the area stated as follows:\n\n   The 48 Continental United States (including DC) plus Alaska    3\n\n                                    -2-\n\nNo compensation will be earned by the Agent for sales generated from customers in geographical areas not indicated in this section 1.2.\n\n   1.3. Business Plan. The Company and the Agent will jointly develop a written business plan for the promotion, distribution and sale of the Products to Customers in the Territory for each year (Nov 1 - Oct 31) during the term of this Agreement (a \"Contract Year\") and, on a nonbinding preliminary basis, for the next succeeding Contract Year (a \"Business Plan\"). Each Business Plan will include, among other things, sales and marketing strategies, advertising and promotion plans, financial projections (including projected sales, expenses and other customary items) and Agent performance criteria (including, but not limited to, market penetration, sales promotion execution, Product availability/accessibility and trade support). In the event of any conflict between this Agreement and a Business Plan, this Agreement will govern. The Business Plan relating to Contract Year ending Oct 31, 1999 will be agreed upon at least thirty (30) days after the Agent Launch Date (as defined below) or at a mutually agreed upon date and location. The Business Plan relating to all Contract Years thereafter will be agreed upon not less than sixty (60) days (or at a mutually agreed upon date and location) prior to the start of the Contract Year to which it relates. The Company and the Agent will negotiate the terms and conditions of each Business Plan in good faith, using their respective best efforts to agree upon such terms and conditions. The parties will review each then-current Business Plan quarterly and update such Business Plan from time to time as may be mutually agreed upon in writing. For purposes of this Agreement, \"Agent Launch Date\" means the date specified by the Company to the Agent in writing upon which the Agent is to begin promotion, sale, and collection of payment for, the Products to Customers in the Territory (which date is currently anticipated to be March 29, 1999).\n\n   1.4. Agent Obligations. Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:\n\n         (a) meet the Agent's performance criteria set forth in the Business       Plan;\n\n         (b) use its reasonable best efforts to market and promote the sale       of the Products to Customers throughout those portions of the Territory in       which the Agent has field sales representatives on and after the Agent       Launch Date, through direct sales calls, advertising and other appropriate       means (all such marketing and promotional activities to be in accordance       with the Business Plan or as otherwise expressly proposed by the Agent and       approved in writing by the Company);    4\n\n\n\n\n\n                                    -3-\n\n         (c) immediately forward to the Company's Technical Service       Department for response, in accordance with any procedures described in       the Business Plan and in a mutually agreed upon format, (i) all complaints       and inquiries relating to the Products (including, but not limited to,       Product safety, quality and packaging, Customer satisfaction and Customer       services) received by the Agent from Customers and consumers within the       Territory except inquiries relating solely to Product availability,       pricing, billing and/or delivery and (ii) all other inquiries relating to       the Products received by the Agent from outside the Territory;\n\n         (d) maintain a suitable staff in the Territory to enable the Agent       for the proper promotion, sale, and merchandising of the Products and for       seeking to assure Customer and consumer satisfaction with the Products;\n\n         (e) not solicit or accept orders for the Products other than from       Customers within the Territory after the Agent Launch Date; and not       knowingly, or knowingly permit others to, distribute or resell Products       outside the Territory or for end use by other than duly licensed       veterinarians;\n\n         (f) meet with the Company at least once each quarter (starting with       the quarter in which the Agent Launch Date occurs), at a mutually       agreeable time and place to discuss and review the Agent's activities       hereunder, at which meeting the Agent will make available to the Company       information concerning the Agent's sale and marketing of the Products in       the Territory during the quarter and year-to-date, such information to       include details of sales efforts, Product sales volume and such other       information as may be mutually agreed upon in each Business Plan;\n\n         (g) at least thirty (30) days prior to use or distribution of any       sales, promotion or training materials relating to the Products (other       than materials provided to the Agent by the Company for such purpose),       submit such materials to the Company for review, give due consideration to       any comments received from the Company with respect to such materials, and       not use or distribute any such materials without the express prior written       consent of the Company (which consent will not be unreasonably withheld or       delayed); and\n\n         (h) make all field sales personnel of the Agent available for at       least four (4) hours, and telesales personnel available for at least one       (1) hour, of initial Products sales and marketing training by the Company,       and for such supplemental training by the Company as the Company may deem       appropriate from time to time, in each case, at such times and locations       as may be mutually agreed upon by the Company and the Agent.    5\n\n                                    -4-\n\n         (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.\n\n         (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.\n\n         (k) cooperate and participate in any national or area promotional       program offered by the company for any Products covered by this agreement.\n\n         (l) follow the Company's credit policy (See Paragraph 2.3 Payment       Terms) or program terms promptly in payment of goods shipped to the       Customer. Product(s) shipped to the Customer will be billed to the Agent       at the price stated on a current price list or according to the current       price program minus a ten (10) percent discount as outlined in Paragraph       1.5(d). It is the responsibility of the Agent to evaluate the credit       worthiness of the Customer. Upon transmitting an order for shipment to the       Company, the Agent accepts full responsibility for payment of the product       from the Customer.\n\n         (m) transmit all orders, taken from the Customer for Product(s), a       minimum of once daily basis, by either fax, electronic mail, or other       agreed upon means of transmission so as to afford the Company time to       process and ship said orders in an expediant manner.\n\n         (n) sell products only at the Company's current stated list or       promotional price.\n\n   1.5 Company Obligations. Except as otherwise expressly provided in the Business Plan, the Company will at its sole expense:\n\n         (a) use its reasonable best efforts to fill and ship all accepted       orders for Products received from the Agent on a daily basis so as to be       shipped no later than the next business day. Orders received on Fridays or       the day before holidays will not be shipped until the next business day       unless special arrangements have been made at the customers expense. The       Company will supply a list confirming such order shipments to the Agent by       the end of the next business day. If orders exceed the available inventory       levels, the Company will use reasonable efforts to inform the Agent and       ship the remaining inventory in a manner that the Company deems as being       fair and equitable. If product becomes available during a backorder, the       Company will ship orders on a first-come, first-serve basis, but can, at       its\n\n\n\n\n\n6\n\n                                    -5-\n\n   own discretion, give partial shipments to large orders. 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;\n\n         (b) provide to the Agent's field sales personnel at least four (4)       hours of initial Products sales and marketing training, and Agent       telesales personnel at least one (1) hour of initial Product sales and       marketing training, and such supplemental training, if any, as the Company       may deem appropriate, in each case, at such times and locations as may be       mutually agreed upon by the Company and the Agent.\n\n         (c) supply such literature, ad reprints and other promotional aids       and furnish Agent with other information that in the opinion of the       Company may be helpful in the sale of listed Product(s).\n\n         (d) compensate the Agent through a discount of eight (8) percent off       of the current price of the Product times the total monthly units shipped       at that price to the Customer in the Agent's Territory excluding any       taxes, and/or shipping and handling charges incurred by the Company. The       Company will compensate the Agent an additional two (2) percent through a       discount off of the current price or promotional price of the Product       times the total monthly units shipped at that price to the Customer       excluding any taxes, and/or shipping and handling charges incurred by the       Company, so as to compensate the Agent's sales representatives. Therefore,       a total of ten (10) percent discount off of the current price list or       promotional price times the total monthly units shipped at that price to       the Customer will be applied as payment for services from the Agent       including, but not limited to, the promotion, sales, and collection of       payment from the Customer for Product shipped by the Company. 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. In the event the Agent       fails to achieve these goals during any given quarter yet is able to       achieve the overall annual goals, then the Agent will receive the       incentive commission for that quarter at the conclusion of the fiscal       year. These goals are outlined in exhibit B.\n\n         (e) will replace, any unit of Product to the Customer which has       outdated (provided the Product is not outdated more than ninety (90) days)       with equal Product.    7\n\n                                    -6-\n\n                      2. PRODUCTS PURCHASE AND SALE.\n\n   2.1. Orders. Each order for Products taken by the Agent from the Customer will be subject to acceptance by the Company and will not be binding upon the Company unless and until so accepted. The Company reserves the right, in its sole discretion, to accept or reject, in whole or in part, any Product order. All orders will be shipped to the Customer in minimum quantities of one box (two (2) bags).\n\n   2.2. Prices. Prices for the Products will be as set forth on the Price List. The current Price List is attached hereto as Exhibit A. Any deviation from current pricing as indicated by the Company is a violation of this contract. All prices are F.O.B. the Customer's facility and are exclusive of any federal, state or local sales, use, privilege, excise or similar taxes or duties levied upon any party. The Company will give the Agent at least ten (10) days prior written notice of any price change. In the event of a price change, orders will be invoiced at the prices in effect at the time of the Company's receipt of the order.\n\n   2.3. Payment Terms. Terms of payment by the Agent to the Company for Products shipped to the Customer will be net thirty (30) days from the date of statement unless the Agent chooses to pay the Company via electronic funds transfer in which case the terms of payment will be net forty-five (45) days. All payments will be made in United States Dollars without set-off or counterclaim, free and clear of (and without deduction for) any taxes, duties, charges, withholdings, restrictions or conditions of any nature imposed or levied by any political, taxing or other authority.\n\n   2.4. Taxes. The Customer will bear all taxes and duties which may be levied with respect to the purchase of the Products by the Agent (excluding any taxes on the Company's income therefrom), and the Company will bear all taxes and duties which shall be levied upon any of the Products if incidental to the Company's production of such Product or any component thereof. The Company will supply the Agent with such reasonable and necessary documents as may be required to carry out these provisions.\n\n   2.5. Claims. Any claim for shortage in Product delivery must be made within ten (10) business days after the Customer's receipt of shipment. See attachment \"C\", \"General Information\", for specific sales, shipping, and return policies.\n\n   2.6. Warranty. The Company hereby warrants that all Products sold to the\n\n\n\n\n\nCustomer hereunder, at the time of shipment to the Customer, (a) will be merchantable and of generally commercially salable quality; and (b) will have a then remaining shelf life of at least twelve (12) months. The Company further    8\n\n                                    -7-\n\nwarrants that the Products have been manufactured, labeled and packaged, and when in the Company's possession or under its control, have been handled, stored and shipped, in compliance with all applicable federal, state and local laws. The Customer's exclusive remedy for a breach of any of the foregoing warranties will be the replacement, at the delivery point thereof, freight prepaid, of any Product furnished hereunder that fails to meet the foregoing standards. In no event will the Company be liable for incidental or consequential damages. All claims by the Customer and/or Agent under this Paragraph 2.6 must be submitted in accordance with the Company's published bulletins concerning such claims, as such bulletins may be amended by the Company from time to time and furnished to the Agent.\n\n   THE COMPANY MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTIES RELATING TO THE PRODUCTS, WHETHER EXPRESS OR IMPLIED, OTHER THAN THE WARRANTIES EXPRESSED IN THIS PARAGRAPH 2.6. ANY STATEMENTS MADE BY REPRESENTATIVES OF THE COMPANY WITH RESPECT TO THE PRODUCTS DO NOT CONSTITUTE WARRANTIES AND SHOULD NOT BE RELIED UPON BY THE AGENT.    9\n\n                                    -8-\n\n                               3. COVENANTS.\n\n   3.1. Purchaser Guarantees, Instructions. The Agent will not furnish to any purchaser or user of the Products, or to any other third party, any guarantee or warranty with respect to the Products or any instructions for their use or maintenance, except as expressly approved in writing by the Company or as expressly stated on the Products' labeling and/or in materials provided by the Company to the Agent for such purpose.\n\n   3.2. Trademarks. The Agent will promote and sell the Products to Customers in the Territory only under such trademarks, copyrights, brand names and product names as the Company may have registered, or as the Company has otherwise requested be used on or in respect of Products sold within the Territory (together, the \"Trademarks\"). The Agent will use the Trademarks only in such fashion as has been expressly authorized by the Company in writing. Such use will not give the Agent any interest in the Trademarks, except the right to display the Trademarks as expressly provided herein. The Agent will not use any Trademark in connection with any products other than the Products. Upon the expiration or any termination of this Agreement, the Agent will immediately cease all use of the Trademarks.\n\n   3.3. 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. Each such liability insurance policy of the Agent will name the Company (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Company of any cancellation, modification or amendment of the policy. Each product liability insurance policy of the Company will name the Agent (as its interest may appear) as an additional insured under the policy and provide for at least thirty (30) days prior written notice to the Agent of any cancellation, modification, or amendment of this policy. Each party will furnish to the other upon request a Certificate of Insurance or other documentation reasonably satisfactory to the other evidencing compliance with this Paragraph 3.3.    10\n\n                                    -9-\n\n   3.4. Notice of Certain Events. The Agent will promptly notify the Company in the event the Agent becomes aware of any of the following events: alleged infringement of the Trademarks by any third party; alleged infringement of the trademark or proprietary rights of others in connection with actions taken hereunder; liability claims relating to the Products and any other event that may reasonably be expected to have a material adverse effect upon the sale or distribution of the Products in the Territory.\n\n   3.5. Indemnification.\n\n         (a) Subject to Subparagraph (c) below, the Agent will indemnify the       Company (and its officers, directors, employees, agents and affiliates)       and hold it (and them) harmless from and against all loss, damage,       liability, cost or expense of any nature whatsoever, including, without       limitation, any and all reasonable attorneys fees and court costs       (together, a \"Loss\"), arising out of or in connection with (i) the       inaccuracy or breach of any representation, warranty or obligation of the       Agent hereunder and/or (ii) the activities of the Agent in connection with       the promotion, sale or collection of payment of the Products in violation       of this Agreement, law or any other duty or obligation of the Agent. In no       way should the Agent be liable for incidental or consequential damages.\n\n\n\n\n\n         (b) Subject to Subparagraph (c) below, the Company will indemnify       the Agent (and its officers, directors, employees, agents and affiliates)       and hold it (and them) harmless from and against any Loss arising out of       or in connection with the inaccuracy or breach of any representation,       warranty or obligation of the Company hereunder.\n\n         (c) Each party (the \"Notifying Party\") will promptly notify the       other party (the \"Indemnifying Party\") of the existence of any third party       claim, demand or other action giving rise to a claim for indemnification       under this Paragraph 3.5 (a \"Third Party Claim\") and will give the       Indemnifying Party a reasonable opportunity to defend the same at its own       expense and with its own counsel provided that the Notifying Party will at       all times have the right to participate in such defense at its own       expense. If, within thirty (30) days after receipt of a notice of a Third       Party Claim the Indemnifying Party fails to undertake to so defend, the       Notifying Party will have the right, but not the obligation, to defend and       to compromise or settle (exercising reasonable business judgment) the       Third Party Claim for the account and at the risk and expense of the       Indemnifying Party subject to the Indemnifying Party's prior written       approval (such approval not to be unreasonably withheld or delayed). Each       party will make available to the other, at the other's reasonable expense,       such information and assistance as    11\n\n                                   -10-\n\n   the other may reasonably request in connection with the defense of a Third       Party Claim.\n\n   3.6. Assistance with Claims. Subject to Paragraph 3.5 hereof, each party will, at the request and expense of the other, furnish such reasonable assistance as may be required to enable the other party to defend itself against third party claims threatened or filed in connection with the manufacture, distribution, sale or use of the Products.\n\n   3.7. Confidential Information and Publicity. From time to time during the term of this Agreement either party may disclose or make available to the other Confidential Information (as defined below) in connection with activities contemplated hereunder. Except as may be required by law or as may be reasonably necessary to enforce rights hereunder, each party agrees that during the term of this Agreement and thereafter (a) it will use Confidential Information belonging to the other solely for the purpose(s) of this Agreement and (b) it will not disclose Confidential Information belonging to the other to any third party (other than its employees and/or consultants reasonably requiring such Confidential Information for purposes of this Agreement who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without the express prior written consent of the disclosing party. Each party further agrees that except as reasonably necessary for performance hereunder or otherwise expressly required by law, it will not publicly announce or otherwise disclose any of the terms and conditions of this Agreement without the express prior written consent of the other. Except as may be otherwise expressly provided in the Business Plan, or as may be required by law or reasonably necessary to enforce rights hereunder, neither party will use the name of the other in any advertising, promotional or sales materials relating to the Products, in any press release, or in any other manner whatsoever without the express prior written consent of the other. Each party will promptly return to the other upon request any Confidential Information of the other party then in its possession or under its control. The provisions of this Paragraph 3.7 will survive the expiration or any termination of this Agreement. For purposes of this Agreement, \"Confidential Information\" means, with respect to either party, any and all information (including, but not limited to, financial data and information concerning products, customers and business operations) in any form belonging to such party except information which at the relevant time is (a) known to the public through no act or omission in violation of this Agreement, (b) furnished to the receiving party by a third party having the lawful right to do so, (c) known to the receiving party prior to disclosure hereunder (as established by written documentation thereof) or (d) independently developed by the receiving party without reference to the Confidential Information.    12\n\n                                   -11-\n\n                         4. TERM AND TERMINATION.\n\n   4.1. Term. 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.\n\n   4.2. Termination. This Agreement may be terminated as follows:\n\n         (a) In the event that either party fails in any material respect to       observe or perform any of its obligations under this Agreement (with       respect to the Agent, including but not limited to Agent performance       criteria set forth in each Business Plan), which failure is not remedied       within thirty (30) days (or, in the case of payments due, within five (5)       business days), after receipt of written notice from the other party       specifying such failure, this Agreement shall automatically terminate.\n\n         (b) 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. The Agent will promptly advise the Company in       writing of any event described in this Paragraph 4.2(b).\n\n\n\n\n\n         (c) 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.\n\n         (d) If after exercise of good faith efforts, the parties fail to       timely agree upon a Business Plan for any Contract Year before the start       of such year (with respect to the Business Plan for Contract Year ending       October 31, 1999, at least thirty (30) days or on a mutually agreed upon       date after the Agent Launch Date), this Agreement may be terminated by       either party upon giving at least thirty (30) days prior written notice of       such termination to the other party.\n\n         (e) 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.\n\n         (f) In the event the Company terminates, sells or otherwise       transfers its veterinary products business in its entirety, the Company       may    13\n\n                                   -12-\n\n   terminate this Agreement upon giving at least ninety (90) days prior       written notice of such termination to the Agent.\n\n   4.3. Effect of Termination. Upon the termination of this Agreement for any reason:\n\n         (a) the Agent will immediately discontinue making any       representations regarding its status as an agent for the Company and will       immediately cease conducting any activities with respect to the promotion,       sale or distribution of the Products;\n\n         (b) all amounts owed by either party to the other will become       immediately due and payable as indicated in section 2.3;\n\n         (c) any then unfulfilled Product orders hereunder may be completed       by the Company or transferred to another Agent in the Company's       discretion. Any termination of this Agreement will be without prejudice to       the settlement of the rights created and obligations incurred hereunder       prior to the time of such termination. In no event will either party be       liable for special or consequential damages arising out of the breach or       the termination of this Agreement. The provisions of this Paragraph 4.3       and of Paragraphs 3.5, 3.6, and 3.7 will survive the termination of this       Agreement.\n\n                             5. MISCELLANEOUS.\n\n   5.1. Notices. All notices and other communications between the parties given pursuant to this Agreement will be deemed to have been sufficiently given when delivered by personal service or sent by recognized overnight courier service, telecommunication or registered U.S. Mail to the recipient at the address indicated on the signature page hereof. All such communications will be deemed effective on the earlier of (a) actual receipt or (b) if sent by courier service, on the next business day following the date delivered to the courier service (the courier service's receipt being evidence of the date of such delivery), or (c) if sent by telecommunication on the next business date (subject to confirmation of receipt in complete readable form), or (d) if sent by registered U.S. Mail, five (5) business days after delivery to the U.S. Postal Service, postage prepaid. Either party may give to the other written notice of change of address, in which event any communication will thereafter be given to such party at such changed address.\n\n   5.2. Assignment. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.    14\n\n                                   -13-\n\nNeither 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.\n\n   5.3. Waivers. Any waiver by either party of any rights arising from a breach of any covenants or conditions of this Agreement must be in writing and will not be construed as a continuing waiver of other breaches of the same nature or other covenants or conditions of this Agreement.\n\n   5.4. Relationship of Parties This Agreement is not intended to create, nor should it be construed as creating, a joint venture, partnership or similar relationship between the parties. The Agent will act solely as an independent agent and will have no right to bind the Company in any way or to represent that the Company is in any way responsible for any acts or omissions of the Agent.\n\n   5.5. Force Majeure. Notwithstanding any other provision of this Agreement, if either the Company or the Agent is delayed in or prevented from fulfilling any of its obligations hereunder by reason of any cause beyond its reasonable control (including, but not limited to acts of God, fire, third party strike,\n\n\n\n\n\nflood, delay of transportation or inability to obtain necessary raw materials through normal commercial channels), then that party will not be liable under this Agreement for damages resulting from such delay or failure. Each party will promptly notify the other upon becoming aware of the occurrence of any such cause and will use its reasonable best efforts to minimize any resulting delay in or interference with the performance of its obligations hereunder.\n\n   5.6. Governing Law; Jurisdiction. 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). The courts of or in the Commonwealth of Massachusetts will have nonexclusive jurisdiction over any disputes hereunder. Service of any action or proceeding in any such courts by either party may be made upon the other by registered mail, return receipt requested, at its address given herein.\n\n   5.7. Amendments. Neither this Agreement nor any provision hereof may be amended except by a writing duly signed on behalf of each party.\n\n   5.8. Remedies. All remedies available to either party for breach of this Agreement are cumulative and may be exercised concurrently or separately. The exercise of one remedy will not be deemed an election of such remedy to the exclusion of other remedies.\n\n   5.9. Severability. In the event any provision of this Agreement, in whole or in part, is invalid, unenforceable or in conflict with the applicable laws or    15\n\n                                   -14-\n\nregulations of any jurisdiction, such provision will be replaced, to the extent possible, with a provision which accomplishes the original business purposes of the provision in a valid and enforceable manner, and the remainder of this Agreement will remain unaffected and in full force provided, however, that if without such invalid or unenforceable provision the fundamental mutual objectives of the parties cannot be achieved, either party may terminate this Agreement without penalty by written notice to the other.\n\n   5.10. Interest. Any overdue amounts payable hereunder will bear interest, payable on demand (whether before or after judgment), from due date to date of payment, at an annual rate of two percent (2%) above the prime rate of Citibank, N.A. in effect on the due date or, if lower, the maximum rate permitted by applicable law.\n\n   5.11. Miscellaneous. Each party will bear its own expenses in connection with the negotiation, preparation and execution of this Agreement. The headings of the paragraphs and subparagraphs of this Agreement have been added for the convenience of the parties and are not be deemed a part hereof. This Agreement may be executed in any number of counterparts, all of which together constitute a single agreement. In proving this Agreement, it will not be necessary to produce or account for more than one counterpart signed by the party with respect to which proof is sought. This Agreement is the sole understanding and agreement of the parties with respect to its subject matter and supersedes all other such prior or contemporaneous oral and written agreements and understandings.\n\n   Signed, sealed and delivered by a duly authorized representative of each party hereto as of the date first written above.\n\nTHE BUTLER COMPANY                         BIOPURE CORPORATION\n\nBy:                                        By:    --------------------------------            --------------------------------                                                Andrew W. Wright, Title:                                         Vice President, Veterinary       -----------------------------            Products\n\nAddress:                                   Address: 11 Hurley Street         ---------------------------                 Cambridge, MA 02141                                                     Telecopy No.: (617) 234-6507         ---------------------------\n\n     ---------------------------    16\n\n                                                                    EXHIBIT A\n\n                            BIOPURE CORPORATION\n\n                  Oxyglobin(R) Brand Products Price List                       (Introductory Promotional Pricing*)\n\nEach Box contains two 125 ml bags of Oxyglobin(R) Brand Veterinary Product.\n\n                            Retail Price          Retail Price Per Bag                                ------------          --------------------                                                          1 Box of 2 Bags               $279.90                   $139.95    2 Boxes of 2 Bags             $499.80                   $124.95    3 Boxes of 2 Bags             $749.70                   $124.95    4 Boxes of 2 Bags             $999.60                   $124.95    5 Boxes of 2 Bags            $1099.50                   $109.95\n\n\n\n\n\n- ----------\n\n   *May be changed with 30 days written notice.\n\n                                                Effective Date:                                                    January 5, 1999    17\n\n                                 EXHIBIT B\n\n                        OXYGLOBIN(R) BUSINESS PLAN                                 FISCAL YEAR 1999                        (Nov 1, 1998 through Oct 31, 1999)\n\nAGENT: THE BUTLER COMPANY                                   FY: 1999\n\n                              QUARTERLY GOALS\n\n                                             1st Quarter (Nov 1 - Jan 31):                       N/A    units\n\n2nd Quarter (Feb 1 - Apr 30):                      3,500   units\n\n3rd Quarter (May 1 - Jul 31):                      7,000   units\n\n4th Quarter (Aug 1 - Oct 31):                      8,400   units\n\nFiscal Year Total:                                18,900   units\n\n   Unit = 1 Bag of Oxyglobin Solution 125 ml\n\n                          PROMOTIONAL ACTIVITIES\n\nSales Meetings: Anticipated Dates ______________________________________________\n\n________________________________________________________________________________\n\n________________________________________________________________________________\n\nRide Withs (# Per Quarter)  1st Qtr ____________\n\n                         2nd Qtr ____________\n\n                         3rd Qtr ____________\n\n                         4th Qtr ____________\n\n                  Total for Year ____________    18\n\nConferences with Display of Biopure Product:____________________________________\n\n________________________________________________________________________________\n\n________________________________________________________________________________\n\n________________________________________________________________________________\n\nAgent Monthly Flyer, Catalog, Other ____________________________________________\n\n________________________________________________________________________________\n\n________________________________________________________________________________\n\n________________________________________________________________________________\n\nOther Activities (Dinner Meeting Support, Advertising, Mailings, etc)___________\n\n________________________________________________________________________________\n\n________________________________________________________________________________\n\n________________________________________________________________________________\n\nTHE BUTLER COMPANY:                             BIOPURE CORPORATION:\n\n- ----------------------------                    ---------------------------- Name                                            Name\n\n- ----------------------------                    ---------------------------- Title                                           Title\n\n- ----------------------------                    ---------------------------- Date                                            Date"}]}, {"title": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "answer_start": 148}], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Customer", "answer_start": 582}, {"text": "MMMW", "answer_start": 1111}, {"text": "MEDICAL MANAGER, MIDWEST, INC.", "answer_start": 1051}, {"text": "MTS, INC.", "answer_start": 614}], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "March 1, 1998", "answer_start": 228}], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "3-5-98", "answer_start": 17704}, {"text": "This Agreement shall be effective on the date of signed                   acceptance (\"Effective Date\") by MMMW.", "answer_start": 2147}], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "Upon expiration of that 12 months,           MMMW affords the Customer the opportunity of a continuation of support           on an annual basis as follows: The Initial Term of this Technical           Infrastructure Maintenance Agreement is twelve months, commencing on           the Effective Date.", "answer_start": 3154}], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 6506}], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": false}, {"answers": [{"text": "This Agreement shall be interpreted in accordance with the                   laws of the State of Indiana.", "answer_start": 16229}], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 15975}], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [{"text": "This Support Plan covers a 12           Month period, with a Maximum Cap of hours for that period.", "answer_start": 4067}], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": false}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "No action, regardless of form, related to, or arising out of                   this Agreement may be brought by either party more than two                   (2) years after the cause of action has arisen.", "answer_start": 16352}, {"text": "MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL                   DAMAGES, even if MMMW has been advised, knew or should have                   known of the possibility of such damages.", "answer_start": 15089}, {"text": "MMMW's sole and                   exclusive obligation under this warranty shall be at its                   option to repair or exchange any hardware not in satisfactory                   operating condition.", "answer_start": 13249}, {"text": "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.", "answer_start": 14347}], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [{"text": "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", "answer_start": 2964}], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": false}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "1                                                                 EXHIBIT 10.17\n\n                       [MEDICAL MANAGER LETTERHEAD]\n\n              TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT\n\nDate:                           March 1, 1998\n\nContract No.:                   pr-4544\n\n                                 Between\n\nClient Name:                    MEDICAL MANAGER MIDWEST, INC.                                 53702 Generations Drive                                 South Bend, IN 46635 Principle Contact:              Tom Liddell\n\n                                   And\n\nCustomer Name:                  MTS, INC.                                 9931 Corporate Service Drive                                 Louisville, KY 40223 Principle Contact:              Gail Knopf\n\nANNUAL FEE.    [ ] Technical Support     Hours Maximum: [*]; If                    Retainer $[*]         support extends beyond [*] hours,                                          Support will be charged at [*] per                                          hour.\n\n[*].\n\nMEDICAL MANAGER, MIDWEST, INC., hereinafter referred to as \"MMMW\", hereby agrees to provide service with respect to the technical infrastructure and MTS, INC., hereinafter referred to as \"Customer\", agrees to accept such service, subject to the following terms and conditions:\n\nTHE ATTACHED TERMS AND CONDITIONS ARE PART OF THIS AGREEMENT. THIS AGREEMENT IS THE SOLE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES RELATING TO SERVICES FOR THE ABOVE ITEMS. THE \"Customer\" HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY IT.\n\n                           TERMS AND CONDITIONS\n\n1. TECHNICAL INFRASTRUCTURE\n\n      (a)      Technical Infrastructure Maintenance Agreement covers                   applicable items that make up the underlying technical                   infrastructure that is required to run an application. This                   would include items such as hardware, operating system,                   network connections, etc.\n\n      (b)      Maintenance refers to the services involved in maintenance of                   equipment already purchased.\n\n      (c)      This Agreement shall be effective on the date of signed                   acceptance (\"Effective Date\") by MMMW.\n\n      (d)      Renewal agreement shall be effective on the \"Effective Date\"                   if it is signed and returned to MMMW by the \"Effective Date.\"\n\n      (e)      Renewal agreement not signed and received by MMMW by the                   \"Effective Date\" will suspend all coverage of technical                   infrastructure support between the \"Effective Date\" and the                   actual date of receival of the renewal technical                   infrastructure maintenance agreement. Services provided                   between these two dates are billable.\n\n[*] Confidential portions omitted and filed separately with the Securities and     Exchange Commission.\n\n2 2.  TERM\n\n (a)   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. Upon expiration of that 12 months,           MMMW affords the Customer the opportunity of a continuation of support           on an annual basis as follows: The Initial Term of this Technical           Infrastructure Maintenance Agreement is twelve months, commencing on           the Effective Date. The support agreement will be subject to prior           inspection and acceptance of the hardware for service and to the           Customer's payment of any charges for the inspection and/or the           pre-agreement servicing and repair of the hardware, such estimates to           be approved in advance by Customer.\n\n (b)   MMMW shall make two options of hardware support available to Customer:\n\n       TECHNICAL SUPPORT RETAINER is a Support Plan that allows the Customer\n\n\n\n\n\n       to pay a Retainer that provides technical Related Support by qualified           Support Analysts and Field Technicians. This Support Plan covers a 12           Month period, with a Maximum Cap of hours for that period. If the Cap           of Hours is met before the end of the 12 Month period, Customer may           choose to purchase an additional Retainer Support Plan at the same           rates. This Support Plan is to include all necessary labor in a repair           situation, but Customer is to incur the cost of components to replace           broken or faulty equipment. Customer is to incur reasonable cost of           travel time/expenses of MMMW personal. MMMW accepts the responsibility           for payment of shipping and handling costs of the components. Customer           is to incur the cost for any swap equipment. Fee for swap equipment is           a flat-rate, one time fee as follows (not applicable from the central           site): terminal $[*], color terminal $[*], [*] printer $[*], [*]           printer $[*], personal computer $[*]. Cluiterports $[*], muxes  $[*],           multiport boards $[*], power supplies $[*], and [*] printers $[*] are           subject to availability. All other equipment is subject to           availability. Phone calls to the MMMW Support Department or Technical           Department related to Technical Issues are also charged against your           Technical Support Retainer in 15 minute increments. Example: If your           office places a call to the MMMW Support Desk to receive help for a           non-functioning printer, our Support Analyst will track and log the           length of the call to deduct from the total of your available           Technical Support Retainer.\n\n (c)   If customer elects to not accept the Technical Support Retainer           Contract, MMMW will make available to Customer support on their           Technical Infrastructure in the following manner. MMMW will take           Customer Technical related calls and process through MMMW Support           Department. The Customers issue will then be queued and handled as           soon as possible directly behind contracted Technical Supported           clients. Customer is to be billed an Hourly rate of $[*] per hour on           all Technical Related Issues, unless notified otherwise by MMMW.           Customer is to incur the cost of swap equipment. Swap equipment is           subject to availability. Customer is to incur the cost of travel           time/expenses of MMMW Personal.\n\n (d)   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. MMMW may cancel this           Agreement if the Customer does not remit payment according to the           terms of MMMW's invoice.\n\n (e)   The term of this Agreement consists of the Initial Term and any           continuations.\n\n (f)   Equipment under Warranty: A Manufacturer's Warranty accompanies most           items, pleas refer to the Warranty for specific coverage. Copies of           Warranty will be provided to Customer. Where applicable, Customer is           to incur the cost for labor, travel time/expenses of MMMW personnel,           swap equipment rental fees, and Phone Support from the MMMW Support           Desk.\n\n3.  SERVICE\n\n (a)   MMMW will provide on-call service for the Technical Infrastructure           during the term of this Agreement from 7:00am to 5:00pm CST, with a           guaranteed response time of 3 hours with a goal of on site within 2           hours. Support to include 7X24 hour pager support for emergency           services. After the customer has 30 locations, MMMW will locate           technical personnel in the current geography. If a system is not able           to be on-line after hours, on-site help will be made available.\n\n (b)   The Customer shall provide a suitable environment for the Technical           Infrastructure in accordance with MMMW specifications of non-humid           environment, between the temperature range of 60 degrees F and 80           degrees F.\n\n (c)   MMMW may elect to: repair a failing hardware with new or serviceable           used parts; or exchange the hardware with a hardware that is new or           used but in good working order, cleaned, lubricated, adjusted and           tested.\n\n (d)   Replaced parts and hardware become MMMW's property or at clients           discretion.\n\n[*] Confidential portions omitted and filed separately with the Securities and     Exchange Commission.    3          (e)      All programs (excluding any MMMW supplied), data, storage                   media not requiring service, parts, options, attachments or                   alterations not provided by MMMW shall be removed before                   hardware is submitted to MMMW for service. The Customer agrees                   that if any such material is not removed, it will be deemed to                   have been discarded by the Customer and shall not be liability                   of MMMW.\n\n      (f)      The Customer is responsible to implement appropriate                   safeguards to protect and/or recreate the Customer's data,                   should it be destroyed through hardware malfunction or                   otherwise (see exclusions 4b).\n\n      (g)      On Call Service Selection:                   At the time this Agreement is agreed to by the Customer, the                   Customer will have notified MMMW of the location(s) of the                   hardware. MMMW shall not be required to furnish On Call\n\n\n\n\n\n               service at any other location. The Customer shall notify MMMW                   of any change in location and MMMW may elect not to provide On                   Call service at the changed location.\n\n                        i)       The Customer shall provide full, free,                                     timely and safe access to the hardware for                                     MMMW to provide the service.\n\n                        ii)      MMMW may elect to exchange or repair the                                     hardware requiring remedial service during                                     MMMW's normal service hours at the hardware                                     location. MMMW may use a MMMW selected                                     independent contractor for exchange service.                                     MMMW accepts responsibility for all work                                     performed.\n\n4. EXCLUSIONS\n\n      (a)      There could be an increase in service time caused by accident,                   misuse, disaster, abuse, alterations, attachments, parts,                   options, or repairs not provided by MMMW, failure to provide a                   suitable operating environment, relocation of the equipment by                   non-Medical Manager, Midwest, Inc. personnel, or use of the                   hardware for purposes other than intended.\n\n      (b)      Service does not include repair or replacement of normally                   dispensable items such as diskettes, tapes, printer ribbons,                   cartridges, toners, etc.\n\n5. CHARGES\n\n      (a)      Charges will be invoiced and are payable within thirty (30)                   days after the date of the invoice. All charges are subject to                   change by MMMW for the forthcoming period capped at the CPI                   annually, on thirty days written notice. MMMW reserves the                   right to apply [*] finance charges.\n\n      (b)      If MMMW notifies the Customer of any increase in charges in                   accordance with paragraph (a) above, the Customer may cancel                   the forthcoming service by advising MMMW in writing within                   thirty (30) days after notification of the change. If MMMW is                   not so advised, it is conclusively presumed that the Customer                   has accepted such change.\n\n      (c)      The charges do not include applicable taxes. Any applicable                   taxes or amounts in lieu thereof and interest thereon paid or                   payable by MMMW, shall be borne by the Customer.\n\n6. NON-DISCLOSURE\n\n      While this Agreement is in effect and thereafter, the Customer shall          keep confidential and protect from disclosure to others any materials          designated as containing information confidential or proprietary to          MMMW and/or its licensor. On the ending or cancellation of this          Agreement any proprietary information shall be destroyed or returned to          MMMW.\n\n7. SAFETY CHANGES\n\n      If MMMW determines that changes in safety are required for the          Technical Infrastructure, MMMW has the right to install them and to          select the method of installation.\n\n8. WARRANTY\n\n      (a)      MMMW warrants that the Technical Infrastructure remains in                   satisfactory operating condition provided it is:\n\n               1) continuously subject to MMMW's inspection and acceptance of                   the hardware for service; and\n\n               2) subject to normal use and conditions. MMMW's sole and                   exclusive obligation under this warranty shall be at its                   option to repair or exchange any hardware not in satisfactory                   operating condition. Said obligation shall be subject to the                   conditions and charges of Section 3, 4 and 5 and the prompt                   submission of (or notification to MMMW of the problem) the                   hardware to MMMW for service.\n\n      (b)      EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO                   WARRANTIES, EXPRESS OR\n\n[*] Confidential portions omitted and filed separately with the Securities and     Exchange Commission.\n\n4                   IMPLIED, BY OPERATI0N OF LAW OR OTHERWISE. MMMW DISCLAIMS ANY                   IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR                   PURPOSE.\n\n      (c)      MMMW's warranties extend only to the Customer and may not be                   changed except by an instrument in writing as provided in                   Section 11(g).\n\n\n\n\n\n9. LIMITATION OF LIABILITY\n\n      (a)      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.\n\n      (b)      MMMW shall NOT be liable for INCIDENTAL or CONSEQUENTIAL                   DAMAGES, even if MMMW has been advised, knew or should have                   known of the possibility of such damages.\n\n      (c)      SOME STATES HAVE LAWS REQUIRING WARRANTY AND LIABILITY RIGHTS                   DIFFERENT FROM THOSE STATED IN THIS AGREEMENT. IN SUCH STATES,                   THE MINIMUM REQUIRED WARRANTY AND LIABILITY TERMS WILL APPLY.\n\n10. GENERAL PROVISIONS\n\n      (a)      MMMW is not responsible for failure to provide services due to                   cases beyond its reasonable control.\n\n      (b)      The Customer is solely responsible for the acquisition, use                   and results of any products or services not provided by MMMW,                   not withstanding any MMMW recommendation of or referral to                   such products or services.\n\n      (c)      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.\n\n      (d)      This Agreement shall be interpreted in accordance with the                   laws of the State of Indiana.\n\n      (e)      No action, regardless of form, related to, or arising out of                   this Agreement may be brought by either party more than two                   (2) years after the cause of action has arisen.\n\n      (f)      The customer represents that the Customer is either the owner                   of the hardware, or if not, that the Customer has the                   authority from the owner to include the hardware under this                   Agreement. Also, the Customer warrants that no liens, security                   interest or encumbrances upon the hardware exist, or will                   exist when the hardware is submitted to MMMW for services, or                   if any encumbrance does exist, that the holder thereof has                   consented to this agreement and the service.\n\n      (g)      This Agreement may not be changed, released or discharged                   except by a written agreement entered into by duly authorized                   representatives of the parties.\n\nMMMW and Customer accept and agree to the terms and conditions of this Agreement.\n\nMTS, INC.                               MEDICAL MANAGER, MIDWEST, INC. By: /s/ Gail Knopf                      By: /s/ Tom Liddell    --------------------------------        --------------------------------\n\nDate: March 4, 1998                     Date: 3-5-98      ------------------------------          ------------------------------"}]}, {"title": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1", "paragraphs": [{"qas": [{"answers": [{"text": "Cooperation Agreement", "answer_start": 1312}], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Xinyu Xinwei New Energy Co., Ltd.", "answer_start": 184}, {"text": "Party A", "answer_start": 130}, {"text": "Party B", "answer_start": 175}, {"text": "People's Government of Fenyi County", "answer_start": 139}], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "June 25, 2014", "answer_start": 2709}], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "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", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "SPIENERGYCO,LTD_07_10_2014-EX-10-Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of~1__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.47   Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County   Party A: People's Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.   Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:   I. 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. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion.   II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.   III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers' income and increase villagers' employment.   IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule.   V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.   Party A: People's Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014   Party B: Xinyu Xinwei New Energy Co., Ltd. (seal) Xiahou Min (signature) June 25, 2014"}]}, {"title": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "paragraphs": [{"qas": [{"answers": [{"text": "MASTER FRANCHISE AGREEMENT", "answer_start": 6237}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Kiosk Concepts, Inc.", "answer_start": 6367}, {"text": "The Grilled Cheese Truck, Inc.", "answer_start": 6530}, {"text": "our", "answer_start": 165}, {"text": "you", "answer_start": 6679}, {"text": "we", "answer_start": 6362}, {"text": "us", "answer_start": 323}, {"text": "Master Franchisee", "answer_start": 1443}, {"text": "your", "answer_start": 6688}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "_____ day of __________________, 2015", "answer_start": 6291}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "_____ day of __________________, 2015", "answer_start": 6291}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 13875}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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:   3.2.1 You shall not be in default of any provision of this Agreement, or any other agreement between you and us or our affiliates, or any standards set forth in the Manuals, and you shall have complied with all the terms and conditions of this Agreement, the Manuals and any other agreements during the term of this Agreement.   3.2.2 You shall have satisfied all monetary obligations owed by you to us and our affiliates, and shall have timely met those obligations throughout the term of this Agreement.   3.2.3 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.   3.2.4 You shall comply with our then-current qualification and training requirements.   3.2.5 You shall pay us a renewal fee in the sum of Ten Thousand Dollars ($10,000) for the right to renew this Agreement.   3.2.6 You shall execute a general release, in a form prescribed by us, of any and all claims which you may have or believe to have against us and/or our affiliates and our respective officers, directors, agents and employees, whether the claims are known or unknown, which are based on, arise from or relate to this Agreement or the Franchised Business, as well as claims, known or unknown, which are not based on, do not arise from or do not relate to this Agreement or the Franchised Business, but which relate to other franchise agreements, Franchised Businesses and other agreements between us or our affiliates and you which arose on or before the date of the general release, including, without limitation, all obligations, liabilities, demands, costs, expenses, damages, claims, actions and causes of action, of whatever nature, character or description, arising under federal, state and local laws, rules and ordinances (provided, however, that all rights enjoyed by you and any causes of action arising in your favor from the provisions of Article 33 of the New York General Business Law (\"GBL\") and the regulations issued thereunder shall remain in force; it being the intent of this provision that the non-waiver provisions of GBL Sections 687.4 and 687.5 be satisfied).", "answer_start": 14224}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "This Agreement shall be interpreted and construed under the laws of the State of New York.", "answer_start": 130156}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "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:", "answer_start": 74573}, {"text": "7.1.3 Own, maintain, operate, engage in, or have any interest in any business which is the same as or similar to the Franchised Business, or any other business which performs any type of child tutoring services, anywhere.", "answer_start": 75712}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [{"text": "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\").", "answer_start": 8900}, {"text": "We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota.", "answer_start": 31836}, {"text": "In order to keep your exclusivity, you agree to purchase a minimum of the following:   $170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter.", "answer_start": 30020}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 74573}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": false}, {"answers": [{"text": "We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota.", "answer_start": 31836}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": false}, {"answers": [{"text": "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:", "answer_start": 74573}, {"text": "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.", "answer_start": 75450}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 74573}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": false}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [{"text": "If, for any reason, this Agreement is not terminated pursuant to Section 10.1 and this Agreement is assumed, or assignment of the same to any person or entity who has made a bona fide offer to accept an assignment of this Agreement is contemplated pursuant to the United States Bankruptcy Code, then notice of such proposed assignment or assumption setting forth: (a) the name and address of the proposed assignee, and (b) all of the terms and conditions of the proposed assignment and assumption shall be given to us within twenty (20) days after receipt of such proposed assignee's offer to accept assignment of this Agreement, and, in any event, within ten (10) days prior to the date application is made to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and we shall thereupon have the prior right and option, to be exercised by notice given at any time prior to the effective date of such proposed assignment and assumption, to accept an assignment of this 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 which may be payable by you out of the consideration to be paid by such assignee for the assignment of this Agreement.", "answer_start": 106761}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": false}, {"answers": [{"text": "Any change in the control of you shall be deemed a transfer for purposes of this Agreement.", "answer_start": 102765}, {"text": "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.", "answer_start": 102320}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 102320}, {"text": "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.", "answer_start": 31278}, {"text": "In the case of transfer by devise or inheritance, however, if the heirs or beneficiaries of any such person are unable to meet the conditions of this Section 12, the executor, administrator, or personal representative of the decedent shall transfer the decedent's interest to another party approved by us within twelve (12) months, which disposition shall be subject to all the terms and conditions for transfers contained in this Agreement.", "answer_start": 105558}, {"text": "If any purported assignment or transfer of any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business is made to any third party without our prior written consent, contrary to the terms of Section 12 of this Agreement.", "answer_start": 86353}, {"text": "You acknowledge and agree that the franchise granted to you hereunder is non-exclusive and is only for one (1) Master Territory; that you are not granted any area, market, or protected territorial rights other than as expressly provided in Section 1.1 of this Agreement; and that you shall not have the right to sublicense, sublease, subcontract or enter into any management agreement providing for the right to operate the Franchised Business or to use the System granted pursuant to this Agreement, except in the manner expressly provided for in Section 5.1 of this Agreement.", "answer_start": 10114}, {"text": "The rights granted to you hereunder do not include the right to sub-franchise others to sell franchises.", "answer_start": 31173}, {"text": "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.", "answer_start": 102857}, {"text": "Upon the death or permanent disability (mental or physical) of any person with an interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business, the executor, administrator, or personal representative of such person shall transfer such interest to a third party approved by us within twelve (12) months after such death or disability.", "answer_start": 104979}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "You shall pay to us a franchise sales royalty fee (the \"Franchise Sales Royalty Fee\") for each Unit Franchise you sell in the Master Territory as follows: twenty-five percent (25%) of the initial franchise fee collected from each Unit Franchisee upon execution of the Unit Franchisee's Franchise Agreement (a \"Unit Franchise Agreement\"); provided, however, that if you elect to discount or reduce an initial franchise fee for any reason, the Franchise Sales Royalty Fee shall be payable to us as if the full initial franchise fee had been paid.", "answer_start": 18982}, {"text": "You shall pay to us a royalty fee based on revenue generated by Unit Franchisees (the \"Unit Franchise Performance Royalty Fee\") equal to twenty-five percent (25%) of aggregate royalty fees paid to you by Unit Franchisees in the Master Territory pursuant to their Unit Franchise Agreements.", "answer_start": 18425}, {"text": "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.", "answer_start": 30595}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "You shall be in default under this Agreement, and we may, at our option, terminate this Agreement and all rights granted under this Agreement, without affording you any opportunity to cure the default, effective immediately upon receipt of notice by you upon the occurrence of any of the following events:", "answer_start": 85350}, {"text": "If you fail to comply with the Minimum Development Quota.", "answer_start": 90239}, {"text": "In addition to The Original Soupman business you must own and continuously operate, you must sell and have open the minimum number of The Original Soupman businesses as set forth on Attachment E hereto (the \"Minimum Development Quota\") by the dates set forth on such Attachment.", "answer_start": 31557}, {"text": "You shall expend not less than $5,000 each month on such Solicitation Advertising.", "answer_start": 53849}, {"text": "In order to keep your exclusivity, you agree to purchase a minimum of the following:   $170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter.", "answer_start": 30020}, {"text": "If you do not meet the Minimum Development Quota, we may cancel your exclusive right to market and sell Unit Franchises in your Master Territory and may sell additional Master Franchises within your Master Territory, or we may begin operations of our own in your Master Territory, or we may terminate this Agreement.", "answer_start": 32025}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 82138}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": false}, {"answers": [{"text": "You acknowledge and agree that any such concept, process or improvement shall become our property and we may utilize or disclose such information to other master franchisees and unit franchisees as we determine to be appropriate.", "answer_start": 57299}, {"text": "You further acknowledge that the Intranet facility and all communications that are posted to it will become our property, free of any claims of privacy or privilege that you or any other person may assert.", "answer_start": 64704}, {"text": "You acknowledge and agree that, in consideration for the right to use the System and our expertise in the field, if you, any of your employees or any Unit Franchisees in the Master Territory develop any new concept, process or improvement in the operation or promotion of the Franchised Business, you will promptly notify us and provide us with all necessary information concerning same, without any compensation to you, your employee or Unit Franchisee.", "answer_start": 56844}, {"text": "You shall, at our option and request, and without any additional consideration, assign to us all rights to all e-mail addresses, URLs, domain names, Internet listings, and Internet accounts related to the Franchised Business following demand by us upon your misuse of the same and/or the termination or expiration of this Agreement.", "answer_start": 65919}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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\").", "answer_start": 8900}, {"text": "If we establish an Intranet, you shall have the privilege to use the Intranet, subject to your strict compliance with the standards and specifications, protocols and restrictions that we may establish from time to time.", "answer_start": 63544}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "You shall take such action as may be necessary to cancel any assumed name registration or equivalent registration obtained by you which contains the Proprietary Marks; and you shall furnish us with evidence satisfactory to us of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement.", "answer_start": 95438}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "Notwithstanding the foregoing, we reserve the right to inspect or examine your accounts, books, records and tax returns, at any reasonable time, with or without prior notice to you.", "answer_start": 58766}, {"text": "You further acknowledge and agree that we may inspect your Franchised Business and any Unit Franchise in the Master Territory to verify that your Franchised Business and/or such Unit Franchise is operating in compliance with our System, as it may be modified from time to time.", "answer_start": 56477}, {"text": "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.", "answer_start": 73142}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "Any and all claims and actions arising out of or relating to this Agreement, the relationship of you and us, or your operation of the Franchised Business, brought by any party hereto against the other, shall be commenced within two (2) years from the occurrence of the facts giving rise to such claim or action, or such claim or action shall be barred.", "answer_start": 140763}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [{"text": "You and each of your principals agree that the liquidated damages provision does not give us an adequate remedy at law for any default under, or for the enforcement of, any provision of this Agreement other than the Royalty Fee sections.", "answer_start": 98657}, {"text": "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.", "answer_start": 97126}, {"text": "The parties hereto consider this liquidated damages provision to be a reasonable, good faith pre-estimate of those damages.", "answer_start": 98205}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": false}, {"answers": [], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "As it relates to the operation of your Franchised Business: automobile liability insurance coverage, including owned and non-owned vehicles, with limits of not less than One Million Dollars ($1,000,000) per occurrence;", "answer_start": 40649}, {"text": "You must maintain insurance related to your operation of the Franchised Business.", "answer_start": 39797}, {"text": "You shall also maintain such additional insurance as is necessary to comply with all legal requirements concerning insurance.", "answer_start": 41474}, {"text": "As it relates to the Unit Franchisees' operation in the Master Territory, and if you elect to obtain such coverage: general liability insurance, which insurance is in addition to any general liability insurance the Unit Franchisees are required to maintain under their Unit Franchise Agreements.", "answer_start": 41176}, {"text": "As it relates to the operation of your Franchised Business: broad form comprehensive general liability coverage against claims for employment practices coverage, bodily and personal injury, death and property damage caused by or occurring in conjunction with the conduct of business by you pursuant to this Agreement and broad form contractual liability coverage, including errors and omissions coverage, under one or more policies of insurance containing minimum liability coverage prescribed by us from time to time, but in no event in an amount less than Two Million Dollars ($2,000,000) aggregate.", "answer_start": 39925}, {"text": "If you fail to obtain or maintain required insurance coverage and do not obtain such coverage within ten (10) days after written notice from us.", "answer_start": 88226}, {"text": "The maintenance of sufficient insurance coverage shall be your responsibility.", "answer_start": 44016}, {"text": "Such insurance coverage will include:", "answer_start": 39879}, {"text": "We may periodically increase the amounts of coverage required under such insurance policies and require different or additional kinds of insurance at any time including excess liability insurance to reflect inflation, identification of new risks, changes in law or standards of liability, higher damage awards, or other relevant changes in circumstances.", "answer_start": 41600}, {"text": "The insurance policies required herein shall: (a) name us as an additional named insured and contain a waiver of all subrogation rights against us, our affiliates, and our and their successors and assigns; (b) provide for thirty (30) days' prior written notice to us of any material modification, cancellation, or expiration of such policy; (c) provide that the coverage applies separately to each insured against whom a claim is brought as though a separate policy had been issued to each insured; (d) contain no provision which in any way limits or reduces coverage for you in the event of a claim by any one or more of the parties indemnified under this Agreement; (e) be primary to and without right of contribution from any other insurance purchased by the parties indemnified under this Agreement; and (f) extend to and provide indemnity for all obligations assumed by you hereunder and all other items for which you are required to indemnify us under this Agreement.", "answer_start": 41957}, {"text": "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.", "answer_start": 39611}, {"text": "Such insurance shall not have a deductible or self-insured retention in excess of Five Thousand Dollars ($5,000);", "answer_start": 40527}, {"text": "As it relates to the operation of your Franchised Business: worker's compensation and employer's liability insurance in statutory amounts, unemployment insurance and state disability insurance as required by governing law for your employees;", "answer_start": 40926}, {"text": "Should you, for any reason, fail to procure or maintain the insurance required by this Agreement, as such requirements may be revised from time to time by us in writing, we shall have the right and authority (without, however, any obligation to do so) immediately to procure such insurance and to charge same to you, which charges shall be payable by you immediately upon notice together with a ten percent (10%) administrative fee.", "answer_start": 43482}, {"text": "Thereafter, prior to the expiration of the term of each insurance policy, you shall furnish us with a copy of each renewal or replacement insurance policy to be maintained by you for the immediately following term and evidence of the payment of the premium therefor.", "answer_start": 43215}, {"text": "You shall provide us with evidence of the insurance required hereunder not later than ten (10) days before you begin operating as a Master Franchisee, and with a complete copy of each insurance policy no more than thirty (30) days after delivery of the original proof of insurance.", "answer_start": 42933}, {"text": "Your obligations to maintain insurance coverage as herein described shall not be affected in any manner by reason of any separate insurance maintained by us nor shall the maintenance of such insurance relieve you of any indemnification obligations under this Agreement.", "answer_start": 44095}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 71349}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 109243}, {"text": "Such covenants shall be in a form satisfactory to us, including, without limitation, specific identification of us as a third party beneficiary of such covenants with the independent right to enforce them.", "answer_start": 81461}, {"text": "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.", "answer_start": 108877}, {"text": "Every covenant required by this Section 7.6 shall be in a form satisfactory to us, including, without limitation, specific identification of us as a third party beneficiary of such covenants with an independent right to enforce them.", "answer_start": 78098}], "id": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": false}], "context": "Exhibit 10.1\n\n  KIOSK CONCEPTS, INC.   MASTER FRANCHISE AGREEMENT           THE GRILLED CHEESE TRUCK, INC.           MASTER FRANCHISEE           DATE OF AGREEMENT\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n            TABLE OF CONTENTS           1. GRANT OF FRANCHISE 1         1.1 Rights Granted to You 1   1.2 Non-Exclusive Grant 2   1.3 Our Reserved Rights 2         2. OPERATION OF THE FRANCHISED BUSINESS 2         2.1 Name of Franchised Business 2   2.2 Full Time, Attention and Best Efforts 2   2.3 Modifications to System and Manuals 3         3. INITIAL AND EXTENDED TERMS 3         3.1 Initial Term 3   3.2 Options to Renew 3   3.3 Renewal of Existing Agreement 4   3.4 Continued Compliance 4   3.5 Termination at End of Term 4         4. PAYMENT OF FEES 4         4.1 Initial Franchise Fee 4   4.2 Continuing Fees Payable to Us 4   4.3 Manner of Payment 5   4.4 Interest on Overdue Amounts 5   4.5 Late Fee; Insufficient Funds Fee 6   4.6 Unit Franchise Agreements and Revenue Reports 6   4.7 Security Interest 6   4.8 Reimbursement of Monies 7   4.9 Application of Fees 7         5. YOUR OBLIGATIONS 7         5.1 Sale of Unit Franchises; Minimum Development Quota 8   5.2 Initial Training and Services for Unit Franchisees 9   5.3 Use of Proprietary Marks 10   5.4 Place of Business 10   5.5 Insurance 10   5.6 Computer Hardware and Software 11   5.7 Payment of Taxes 12   5.8 Enforcement of Unit Franchise Agreements 12   5.9 Master Franchisee Training Program 12   5.10 Additional Training; Master Franchisee Meetings 13   5.11 Supplies and Equipment 13   5.12 Compliance with Governmental Regulations and Applicable Law 13   5.13 Office Location 13   5.14 Solicitation Advertising 14   5.15 Policies and Procedures 14   5.16 Changes to the System 14   5.17 Developments are Our Property 15   5.18 Financial Statements and Updated Unit Franchise Disclosure Document 15   5.19 Our Website 15\n\ni\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n          6. PROPRIETARY MARKS 17         6.1 Our Representations 17   6.2 Your Representations 17   6.3 Your Acknowledgments 18   6.4 Changes in Law Affecting Proprietary Marks 19         7. NON-COMPETITION 20         7.1 Restrictions 20   7.2 Independent Covenants 20   7.3 Reduction of Scope 20   7.4 No Defense 20   7.5 Irreparable Injury 20   7.6 Additional Parties 20         8. MANUALS AND CONFIDENTIAL INFORMATION 21         8.1 Use of Manuals 21   8.2 Confidentiality of Information 21   8.3 Irreparable Injury from Disclosure of Confidential Information 21   8.4 Confidentiality Covenants from Individuals Associated with You 21         9. OUR OBLIGATIONS 22         9.1 Manuals and Assistance 22   9.2 Training Program 22   9.3 Advice and Assistance 22   9.4 Proprietary Marks 22   9.5 Advice 22         10. DEFAULT AND TERMINATION 22         10.1 Termination in the Event of Bankruptcy or Insolvency 22   10.2 Termination with Notice and Without Opportunity to Cure 23   10.3 Termination with Notice and Opportunity to Cure 24   10.4 Cross-Default 24   10.5 Our Right to Discontinue Services to You 25   10.6 Termination of This Agreement by You 25   10.7 Without Prejudice 25   10.8 Amendment Pursuant to Applicable Law 25         11. OBLIGATIONS UPON TERMINATION OR EXPIRATION 26         11.1 Cessation of Business 26   11.2 Cessation of Use of Confidential Information and Proprietary Marks 26   11.3 Cancellation of Assumed Name Registration 26   11.4 Payment of Monies Due; Liquidated Damages 26   11.5 Costs to Secure Compliance 27   11.6 Return of Manuals and Other Confidential Information 27   11.7 Irreparable Injury to Us 27   11.8 Compliance with Post-Term Covenants 27         12. TRANSFER OF INTEREST 27         12.1 Transfer by Us 27   12.2 Transfer by You 28   12.3 Granting of a Security Interest by You 28\n\nii\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n              12.4 Transfer Upon Death or Disability 28   12.5 Non-waiver of Claims 29   12.6 Transfer by You in Bankruptcy - Right of First Refusal 29         13.   UNIT FRANCHISEES 29           13.1 Form of Unit Franchise Disclosure Document and Unit Franchise Agreement 29   13.2 Unit Franchise Disclosure Document and Unit Franchise Agreement Amendments 30   13.3 Use of Proprietary Marks 30   13.4 Effect of Termination of This Agreement 30   13.5 Unit Franchise Refund Policy 30         14.   INDEPENDENT CONTRACTOR AND INDEMNIFICATION 30           14.1 No Fiduciary Relationship 30   14.2 Public Notice of Independent Status 31   14.3 Independent Contractor 31   14.4 Indemnification 31         15.   APPROVALS, WAIVERS AND NOTICES 32           15.1 Obtaining Approvals 32   15.2 No Waiver 32   15.3 Notices 32         16.   ENTIRE AGREEMENT; SEVERABILITY AND CONSTRUCTION 33           16.1 Entire Agreement 33   16.2 Severability and Construction 33   16.3 Survival of Obligations After Expiration or Termination of Agreement 34   16.4 Survival of Modified Provisions 34   16.5 Captions 34   16.6 Responsibility 34   16.7 Corporation, Partnership or Limited Liability Company 35         17.   APPLICABLE LAW 35           17.1 Choice of Law 35   17.2 Non-Binding Mediation 36   17.3 Venue 36   17.4 Non-exclusivity of Remedy 36   17.5 Right to Injunctive Relief 36   17.6 Incorporation of Recitals 36         18.   SECURITY INTEREST 37           18.1 Collateral 37   18.2 Indebtedness Secured 37   18.3 Additional Documents 37   18.4 Possession of Collateral 37   18.5 Our Remedies in Event of Default 37   18.6 Special Filing as Financing Statement 38         19.   ACKNOWLEDGMENTS 38           19.1 Recognition of Business Risks 38   19.2 Receipt of Franchise Disclosure Document 38\n\niii\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n            19.3 Review of Agreement 38   19.4 Attorneys' Fees 38   19.5 Atypical Arrangements 38   19.6 Limitation of Adjudicative Proceedings 39   19.7 Trial by Jury 39   19.8 Punitive or Exemplary Damages 39   19.9 Additional Documents 39   19.10 Counterparts 39   ATTACHMENTS : A - Master Territory and Commencement Date B - Guarantees of Master Franchise Agreement C - Multi-State Addendum D - Confidentiality and Non-Competition Agreement E - Minimum Development Quota\n\niv\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  KIOSK CONCEPTS, INC.   MASTER FRANCHISE AGREEMENT   AGREEMENT made as of the _____ day of __________________, 2015 (the \"Effective Date\") by and between Kiosk Concepts, Inc., a New York corporation having its principal place of business at 1110 South Avenue, Staten Island, New York 10314 (\"we\", \"us\" or \"our\"), and The Grilled Cheese Truck, Inc., a Nevada corporation having its principal address at 151 North Nob Hill Road, Suite 321, Fort Lauderdale, FL 33324 (\"you\" or \"your\"), with reference to the following facts:   A. We are in the business of franchising outlets that sell proprietary gourmet soups, chilis, stews, desserts, wraps and non-proprietary products like salads, sandwiches, specialty coffees, soft drinks and other beverages under the name and trademark \"The Original Soupman\", together with any trademarks, trade names, service marks, slogans and logos which may be authorized in writing by us from time to time (collectively the \"Proprietary Marks\"). We have developed and used, and continue to use and control, the Proprietary Marks so as to impart to the public superior standards of quality and service.   B. You desire us to grant you a license to use the methods, procedures and products developed by us and our parent (the \"System\") to operate an independent business (the \"Franchised Business\") that sells and services The Original Soupman franchises (\"Unit Franchises\") to qualified individuals and business entities (\"Unit Franchisees\") who will sell proprietary gourmet soups, chilis, stews, desserts, wraps and non- proprietary products like salads, sandwiches, specialty coffees, soft drinks and other beverages in the territory described in Section 1 of this Agreement, and you agree that your operation of the Franchised Business shall be governed by the terms, covenants and conditions contained in this Agreement. Our System includes a method of offering and selling Unit Franchises, management methods, marketing programs, financial reporting, Unit Franchisee performance reporting, and providing services to Unit Franchisees, all of which we may modify and/or update from time to time during the term of this Agreement.   C. You represent and warrant to us, as an inducement to our execution of this Agreement, that all statements made by you and all materials provided to us by you in connection with the grant of this franchise to you are true, accurate and complete and that you have made no misrepresentations or material omissions in connection with obtaining this franchise. We grant this franchise in reliance upon each and all of your representations.   NOW, THEREFORE, IT IS AGREED:   1. GRANT OF FRANCHISE   1.1 Rights Granted to You   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\"). You shall operate the Franchised Business at or from a location of your choice within the Master Territory upon the terms and conditions set forth in this Agreement. The Proprietary Marks, any Internet domain names, URLs, copyrights, toll-free \"1-800\", \"1-888\" and \"1- 877\" telephone numbers or other like toll-free telephone numbers which may be utilized by us or our affiliates, and their mnemonics, and other identifying marks constituting a part of the System, now or in the future, shall be used by you only in connection with the operation of the Franchised Business. The rights granted herein include the limited right to sublicense the use of the Proprietary Marks to Unit Franchisees in the Master Territory.\n\n\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  1.2 Non-Exclusive Grant   You acknowledge and agree that the franchise granted to you hereunder is non-exclusive and is only for one (1) Master Territory; that you are not granted any area, market, or protected territorial rights other than as expressly provided in Section 1.1 of this Agreement; and that you shall not have the right to sublicense, sublease, subcontract or enter into any management agreement providing for the right to operate the Franchised Business or to use the System granted pursuant to this Agreement, except in the manner expressly provided for in Section 5.1 of this Agreement.   1.3 Our Reserved Rights   We and our affiliates retain the right, among others, in any manner and on any terms and conditions that we deem advisable, and without granting you any rights therein:   1.3.1 To own, acquire, establish, and/or operate, and license others to establish and operate, other Franchised Businesses at any location outside of the Master Territory.   1.3.2 To own, acquire, establish and/or operate, and license others to establish and operate, businesses under other proprietary marks or other systems, whether such businesses are the same, similar, or different from the Franchised Business, at any location within or outside of the Master Territory.   1.3.3 To license others to sell or distribute any products or services which bear any proprietary marks, including the Proprietary Marks, at any location outside of the Master Territory.   2. OPERATION OF THE FRANCHISED BUSINESS   You acknowledge and agree that:   2.1 Name of Franchised Business   You shall operate the Franchised Business in the United States of America Territory using the assumed trade name \"The Original Soupman\", \"The Original Soupman of [City]\" and/or any other trade name we designate in conjunction with your formal business name. You shall not use the Proprietary Marks, or any part thereof, as part of your corporate name or other legal name, nor shall your corporate or other legal name include any other service name. The name of your corporate entity and any trade or assumed names or other legal names used by you in the operation of the Franchised Business shall be approved by us prior to any use by you.   2.2 Full Time, Attention and Best Efforts   You shall devote all of your time, attention and best efforts to the Franchised Business pursuant to this Agreement and all work and services performed and/or supervised by you under this Agreement shall be performed and/or supervised by you or by your authorized employees. You shall adhere to all current established policies, practices and procedures of the System, and as the same may be amended from time to time, and shall not deviate therefrom without our prior written consent.\n\n2\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  2.3 Modifications to System and Manuals   The System, our Operations Manual, and any other manuals loaned to you by us pursuant to this Agreement (collectively the \"Manuals\"), and the products and services offered by the Franchised Business may be modified by us at any time and from time to time, including, without limitation, by the addition, deletion and/or modification of operating procedures, products and services. You shall comply, at your expense, with all such additions, deletions and/or modifications, including, without limitation, all requirements to implement the addition, deletion and/or modification. You shall implement any System changes upon receipt of notice thereof from us and shall complete their implementation within such time as we may specify. You shall ensure that each Unit Franchisee in your Master Territory also complies with any System changes, as such changes may affect the Unit Franchisees.   3. INITIAL AND EXTENDED TERMS   3.1 Initial Term   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. You shall have no right or option to extend or renew the term of this Agreement except as provided in Section 3.2 of this Agreement.   3.2 Options to Renew   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:   3.2.1 You shall not be in default of any provision of this Agreement, or any other agreement between you and us or our affiliates, or any standards set forth in the Manuals, and you shall have complied with all the terms and conditions of this Agreement, the Manuals and any other agreements during the term of this Agreement.   3.2.2 You shall have satisfied all monetary obligations owed by you to us and our affiliates, and shall have timely met those obligations throughout the term of this Agreement.   3.2.3 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.   3.2.4 You shall comply with our then-current qualification and training requirements.   3.2.5 You shall pay us a renewal fee in the sum of Ten Thousand Dollars ($10,000) for the right to renew this Agreement.   3.2.6 You shall execute a general release, in a form prescribed by us, of any and all claims which you may have or believe to have against us and/or our affiliates and our respective officers, directors, agents and employees, whether the claims are known or unknown, which are based on, arise from or relate to this Agreement or the Franchised Business, as well as claims, known or unknown, which are not based on, do not arise from or do not relate to this Agreement or the Franchised Business, but which relate to other franchise agreements, Franchised Businesses and other agreements between us or our affiliates and you which arose on or before the date of the general release, including, without limitation, all obligations, liabilities, demands, costs, expenses, damages, claims, actions and causes of action, of whatever nature, character or description, arising under federal, state and local laws, rules and ordinances (provided, however, that all rights enjoyed by you and any causes of action arising in your favor from the provisions of Article 33 of the New York General Business Law (\"GBL\") and the regulations issued thereunder shall remain in force; it being the intent of this provision that the non-waiver provisions of GBL Sections 687.4 and 687.5 be satisfied).\n\n3\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  3.3 Renewal of Existing Agreement   If we are not offering new master franchises, are in the process of revising, amending or renewing our form of Master Franchise Agreement or Master Franchise Disclosure Document or are not lawfully able to offer our then-current form of Master Franchise Agreement at the time you exercise an option to extend the term of this Agreement, we may offer to renew this Agreement upon the terms and conditions set forth in this Agreement for the extended term, or may offer to extend the term of this Agreement on a month-to-month basis following the expiration of the term of this Agreement for as long as we deem necessary or appropriate so that we may subsequently lawfully offer and utilize our then-current form of Master Franchise Agreement.   3.4 Continued Compliance   Your right to extend the term of this Agreement shall be subject to your continued compliance with the terms and conditions in this Agreement as well as your compliance with the conditions set forth in Section 3.2 of this Agreement.   3.5 Termination at End of Term   If you do not elect to extend the term of this Agreement, this Agreement shall terminate at the end of the term then in effect.   4. PAYMENT OF FEES   4.1 Continuing Fees Payable to Us   You shall pay the following continuing fees to us each month during the term of this Agreement:   4.2.1 You shall pay to us a royalty fee based on revenue generated by Unit Franchisees (the \"Unit Franchise Performance Royalty Fee\") equal to twenty-five percent (25%) of aggregate royalty fees paid to you by Unit Franchisees in the Master Territory pursuant to their Unit Franchise Agreements. The Unit Franchise Performance Royalty Fee shall be paid by you to us in the manner provided in Section 4.3 of this Agreement by the fifteenth(15 th ) day of each calendar month based on royalty fees generated and received during the previous calendar month.   4.2.2 You shall pay to us a franchise sales royalty fee (the \"Franchise Sales Royalty Fee\") for each Unit Franchise you sell in the Master Territory as follows: twenty-five percent (25%) of the initial franchise fee collected from each Unit Franchisee upon execution of the Unit Franchisee's Franchise Agreement (a \"Unit Franchise Agreement\"); provided, however, that if you elect to discount or reduce an initial franchise fee for any reason, the Franchise Sales Royalty Fee shall be payable to us as if the full initial franchise fee had been paid. The Franchise Sales Royalty Fee shall be paid by you to us at the same time and in the same manner as the Unit Franchise Performance Royalty Fee provided in Section 4.2.1 above. Any Royalty Fee you collect from the Franchisee shall be immediately paid to Us, but no later than the fifteen (15  th ) day of each calendar month. A Unit Franchise shall be deemed to be sold to a Unit Franchisee on the date that you and the Unit Franchisee execute the Unit Franchise Agreement, irrespective of when the Unit Franchise begins operation. Fees and Royalties cannot be increased or decreased without our prior written consent.\n\n4\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  4.2.3 In addition to the Unit Franchise Performance Royalty Fee and Franchise Sales Royalty Fee described above, you shall collect from each Unit Franchisee in your Master Territory a \"National Advertising Fund Contribution\" to be contributed to our \"National Advertising Fund\" pursuant to the terms of the individual Unit Franchise Agreements. For each Unit Franchise you own and operate, you shall pay the National Advertising Fund Contribution on the same basis as Unit Franchisees. The National Advertising Fund Contribution shall be collected by you from each Unit Franchisee and spent by you in accordance with the agreement on behalf of the franchisor and Franchisees.   4.3 Manner of Payment   You shall pay us all Unit Franchise Performance Royalty Fees and Franchise Sales Royalty Fees, due under this Section 4 by electronic funds transfer by us against a bank account maintained by you. You agree to execute the documents required by us, our bank and/or your bank in order to permit us to conduct electronic funds transfers to and from your account, and you shall not close your account without our prior consent. Your failure to comply with the terms of this Section 4.3 shall be deemed to be a breach of this Agreement. You hereby authorize us to initiate debit entries and/or credit collection entries to your bank account for the payment of Unit Franchise Performance Royalty Fees, Franchise Sales Royalty Fees, National Advertising Fund Contributions, and all other sums that may become due to us or our affiliates from you. You shall make funds available for withdrawal by us by electronic transfer on such dates of each month as we shall designate throughout the term of this Agreement.   If you fail to provide the revenue reports described in Section 4.6 below, then in addition to the late fee described in such Section, we may debit your account for one hundred forty percent (140%) of the last Unit Franchise Performance Royalty Fee, Franchise Sales Royalty Fee and/or National Advertising Fund Contribution (as applicable) that we debited. If the Unit Franchise Performance Royalty Fee, Franchise Sales Royalty Fee and/or National Advertising Fund Contribution we debit are less than the fees you actually owe us, once we have been able to determine the true and correct revenue amounts, we will debit your account for the balance on a day we specify. If the Unit Franchise Performance Royalty Fee, Franchise Sales Royalty Fee and/or National Advertising Fund Contribution we debit are greater than the fees you actually owe us, we will credit the excess against the amount we otherwise would debit from your account for the next payment due.   4.4 Interest on Overdue Amounts   Any payment not actually received by us on or before the Fifteen (15 th ) day of each month (or the next business day if the Fifteen(15 th ) of any month is not a business day) shall be deemed overdue and you shall pay to us, in addition to the overdue payment, interest on such overdue amount at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less. Interest shall accrue from the original due date until payment is received in full. Our right to such interest shall be in addition to any other remedies we may have, including, without limitation, the right of set-off to withdraw or retain, from time to time and without notice to you, any amounts due and unpaid by us to you. You shall not be entitled to set-off any payments required to be made under this Section 4 against any monetary claim you may have against us.\n\n5\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  4.5 Late Fee; Insufficient Funds Fee   In the event you fail to provide us with any report we require on or before the date we require it, you agree to pay to us a late fee in the amount of Two Hundred Fifty Dollars ($250). In addition, if, for any reason, any payment owed by you to us is denied by your bank due to insufficient funds in your account, then you shall, in addition to applicable interest as described in Section 4.4 above, pay us an insufficient funds fee in the amount of Two Hundred Fifty Dollars ($250). If you incur three (3) late fees or insufficient funds fees within any twelve (12) month period, we will have the right to terminate this Agreement without providing you an opportunity to cure the default.   4.6 Unit Franchise Agreements and Revenue Reports   You shall submit to us copies of all Unit Franchise Agreements executed with Unit Franchisees within ten (10) days of the date of their execution, together with a copy of all checks presented to you at closing. You shall prepare and submit to us a monthly report, not later than the first (1 s t ) day of each month, of Franchise Sales Revenue generated by you during the previous calendar month. Contemporaneously with the submission of the Franchise Sales Revenue report, you shall prepare and submit to us a monthly report, in such form and including such detail as we require, reflecting royalty fees paid and owed to you by your Unit Franchisees for the previous calendar month. Any report not actually received by us when due shall be deemed overdue and you shall pay us a late charge as described above.   4.7 Security Interest   In order to secure payment of all Unit Franchise Performance Royalty Fees, Franchise Sales Royalty Fees, National Advertising Fund Contributions, and all other sums that may become due to us or our affiliates from you under this Agreement, and to secure your performance of all obligations of any kind, whenever and however incurred, in favor of us or our affiliates:   4.7.1 You hereby grant us a security interest in and to all equipment, furniture, fixtures, inventory, supplies and vehicles used in connection with the Franchised Business, now or hereafter acquired by you, together with all accounts, payment intangibles, attachments, accessories, additions, substitutions and replacements, all cash and non-cash proceeds derived from insurance or the disposition of such assets, all of your rights to use the Proprietary Marks, patents, copyrights and their registrations, trade secret information and other proprietary rights, and all rights granted, owned or licensed to you under this Agreement for the use of the Proprietary Marks, trade names, trade styles, patents, copyrights, trade secret information and other proprietary rights. You hereby authorize us to prepare and file all Uniform Commercial Code (\"UCC\") financing statements and other documents necessary or desirable to evidence, perfect and continue the priority of this security interest under the UCC.   4.7.2 If you are and remain in good standing under this Agreement and all other agreements with us and our affiliates, we will consent to your grant of an additional security interest in the Franchised Business or in any of the assets of the Franchised Business if the conditions set forth in Section 12.4 of this Agreement are met.   4.7.3 If you are in default of any of the terms and conditions of this Agreement or any other agreements between us and our affiliates and you, we may, in our sole and absolute discretion, exercise our rights with respect to our security interest. In such event, you shall be and remain liable for any deficiency remaining due to us and shall be entitled to recover any surplus which results after application of the proceeds derived from the enforcement of our security interest.\n\n6\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  4.8 Reimbursement of Monies   You shall pay to us, within fifteen (15) days of any written request by us accompanied by reasonable substantiating material, any monies which we have paid, or have become obligated to pay, on your behalf by consent or otherwise under this Agreement.   4.9 Application of Fees   Notwithstanding any designation by you, we shall have the sole discretion to apply any payments made by you to any past due indebtedness of yours for Unit Franchise Performance Royalty Fees, Franchise Sales Royalty Fees, National Advertising Fund Contributions, or any other indebtedness, in such amounts and in such order as we shall determine.   5. YOUR OBLIGATIONS   You understand and acknowledge that every detail of the System is essential to you and us in order to develop and maintain quality operating standards, to increase the demand for the products and services sold by all master franchisees operating under the System and to protect the Proprietary Marks and our reputation and goodwill. You shall comply with our standards with respect to services, products and operations and shall operate the Franchised Business in strict conformity with such methods, standards, and specifications as we may from time to time prescribe in the Manuals or otherwise. You shall refrain from deviating from such standards, specifications and procedures without our prior written consent and from otherwise operating in any manner which reflects adversely on the Proprietary Marks or the System. Without limiting the generality of the foregoing, you agree that:   (a) You shall only use and serve soups that are approved by us and must be purchased from suppliers designated or approved in writing by us and you acknowledge that all soups approved shall not be those of Al Yeganeh. We will use our best efforts to have all soups produced to Al Yeganeh's standards. Any deviation from the above shall result in default of the Agreement and grounds for immediate termination without opportunity to cure.   (b) Soups shall be cost plus 25% FOB the supplier.   (c) You hereby agree that you shall serve three (3) soups daily, in any format approved in writing by us, inside the kettles located in the front line of the restaurant. We prefer you serve daily six (6) soups in any format, approved in writing by us.   (d) In order to keep your exclusivity, you agree to purchase a minimum of the following:   $170,000.00 of soup from us in 2015 $1,600,00.00 of soup from us in 2016 $3,200,000.00 of soup from us in 2017 $5,000,000.00 of soup from us in 2018 and shall increase 10% each year thereafter.   (e) We maintain the right to open and operate new company units and to sell franchises to our existing franchisees.\n\n7\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  (f) We shall be permitted to sell branded products to national accounts without any money due to you or your parent company. 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.   (g) We will continue to collect the royalties from franchisees and service existing franchisee in the Master Territory.   5.1 Sale of Unit Franchises; Minimum Development Quota   You shall have the right and obligation to market and sell independent Unit Franchises to qualified Unit Franchisees who shall operate a The Original Soupman business as granted in the Unit Franchise Agreement. 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. You shall commence operation of the Franchised Business no later than the \"Commencement Date\" set forth on Attachment A hereto.   5.1.1 In addition to The Original Soupman business you must own and continuously operate, you must sell and have open the minimum number of The Original Soupman businesses as set forth on Attachment E hereto (the \"Minimum Development Quota\") by the dates set forth on such Attachment. We will not grant other franchises nor establish our own Unit Franchises within the Master Territory during the term of this Agreement unless you do not meet the Minimum Development Quota. If you do not meet the Minimum Development Quota, we may cancel your exclusive right to market and sell Unit Franchises in your Master Territory and may sell additional Master Franchises within your Master Territory, or we may begin operations of our own in your Master Territory, or we may terminate this Agreement.   5.1.2 You shall prepare and present to each applicant for the purchase of a Unit Franchise (an \"Applicant\") a Franchise Disclosure Document and all other related documents in accordance with the requirements of all federal and state regulatory agencies which now or hereafter may have jurisdiction over the sale of franchises in the Master Territory (a \"Unit Franchise Disclosure Document\"). You may not present a Unit Franchise Disclosure Document to any Applicant until such Unit Franchise Disclosure Document has been submitted to and approved by us or our counsel in accordance with Section 13 of this Agreement and, if applicable, the Unit Franchise Disclosure Document has been registered with the appropriate state authority. You agree to make any changes to the Unit Franchise Disclosure Document (including its exhibits) as may be requested by us or our counsel. We shall have no responsibility whatsoever for the accuracy or legal compliance of your Unit Franchise Disclosure Document or your compliance with the requirements of any regulatory agencies which now or hereafter may have jurisdiction over the sale of franchises. You acknowledge and understand that you are solely and exclusively responsible for complying with all federal and state franchise registration and disclosure laws and the payment of all franchise registration and filing fees . To prepare your Unit Franchise Disclosure Document and comply with applicable franchise registration and disclosure laws as just discussed, you may require the services of a franchise attorney, who would be retained at your expense.   5.1.3 You must charge your Unit Franchisees the initial franchise fee, royalty fee, National Advertising Fund Contribution and any other continuing fees that we designate or require, within the limits established by all regulatory agencies which now or hereafter may have jurisdiction over the sale of franchises and the requirements imposed by this Agreement. Any deviations from these amounts must be pre- approved by us.\n\n8\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  5.1.4 You shall not make any misleading or untrue statements or any representations inconsistent with the Unit Franchise Disclosure Document in connection with the sale of Unit Franchises within the Master Territory. Further, you shall not provide any Applicant with any document or information in connection with the sale of Unit Franchises within the Master Territory other than documents and information included within the Unit Franchise Disclosure Document. You shall make no promises, representations or commitments to any Applicant in connection with the sale of Unit Franchises within the Master Territory, including representations concerning potential profit or income, other than promises, representations or commitments specifically included within the Unit Franchise Disclosure Document.   5.1.5 You shall defend at your expense (with legal counsel reasonably satisfactory to us) and shall indemnify and hold harmless us and our affiliates, and our respective officers, directors, shareholders, agents and employees, from and against any and all claims, losses, damages, liabilities, costs and expenses (including, without limitation, actual attorneys', accountants' and consultants' fees and other expenses, including any such expenses incurred in connection with investigating, defending against or settling any such claims sustained or incurred by us), however caused, resulting directly or indirectly from or pertaining to any acts, omissions to act and/or performance by you of your obligations and responsibilities under this Section 5.1, including, but not limited to, unauthorized disclosures to Applicants, any claims of Applicants or Unit Franchisees whose Unit Franchises were sold by you and/or any claims of any regulatory agencies which now or hereafter may have jurisdiction over the sale of franchises in connection with your sales of Unit Franchises.   5.2 Initial Training and Services for Unit Franchisees   5.2.1 In order to ensure that the integrity of the Proprietary Marks and our goodwill are preserved, you shall provide a comprehensive initial training program for each Unit Franchisee in the Master Territory according to our specifications, including classroom and on-site training and assistance. Each Unit Franchisee must complete the initial training program satisfactorily, according to the parameters we specify.   5.2.2 You shall thereafter provide sessions of on-location assistance in operations and business management.   5.2.3 You will further support and assist each Unit Franchisee by:   (a) Making available to each Unit Franchisee in the Master Territory all applicable Manuals, training aids and any pertinent information concerning the System.   (b) Providing assistance and guidance to each Unit Franchisee in the Master Territory.   (c) Having personnel available for each Unit Franchisee in the Master Territory on an ongoing basis during normal business hours to provide technical assistance, consultation, and advice on marketing and operations procedures and by providing training and support for to each Unit Franchisee in the Master Territory at reasonable rates as established by us.\n\n9\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  5.2.4 You shall be solely responsible for ensuring that all The Original Soupman businesses in the Master Territory, including such businesses owned and operated by you, shall (a) purchase all proprietary products we require and maintain an inventory of such proprietary products as we specify for The Original Soupman businesses; and (b) offer and sell the mix of products, including proprietary products, that we designate for The Original Soupman businesses.   5.2.5 If you fail to insure and/or enforce the proper performance of the obligations described in Section 5.2.4, and any other obligations contained in a Unit Franchise Agreement and/or the Manuals, we shall have the right, in our sole and absolute discretion, to enforce any provision of any Unit Franchise Agreement if you fail to do so following receipt of a written request by us to enforce the terms of such Unit Franchise Agreement.   5.2.6 You shall indemnify, defend and hold us, our parent and our affiliates, and our respective officers, directors, shareholders, employees, agents and attorneys, and their respective heirs, successors and assigns, and each of them, harmless from and against any and all claims arising from any action or omissions to act by you or Unit Franchisees in the Master Territory.   5.3 Use of Proprietary Marks   You shall supervise the use of all Proprietary Marks by Unit Franchisees in the Master Territory. If you fail to exercise the proper diligence in enforcing the terms of any Unit Franchise Agreement to insure that the Proprietary Marks are being properly used by Unit Franchisees, such failure shall constitute a default under the terms of this Agreement and may result in termination of this Agreement.   5.4 Place of Business   You shall maintain a safe and reasonably clean place of business in compliance with all governmental and industry standards and conduct the Franchised Business in a manner that generates goodwill and public approval of you and us.   5.5 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. You must maintain insurance related to your operation of the Franchised Business. Such insurance coverage will include:   5.5.1 As it relates to the operation of your Franchised Business: broad form comprehensive general liability coverage against claims for employment practices coverage, bodily and personal injury, death and property damage caused by or occurring in conjunction with the conduct of business by you pursuant to this Agreement and broad form contractual liability coverage, including errors and omissions coverage, under one or more policies of insurance containing minimum liability coverage prescribed by us from time to time, but in no event in an amount less than Two Million Dollars ($2,000,000) aggregate. Such insurance shall not have a deductible or self-insured retention in excess of Five Thousand Dollars ($5,000);   5.5.2 As it relates to the operation of your Franchised Business: automobile liability insurance coverage, including owned and non-owned vehicles, with limits of not less than One Million Dollars ($1,000,000) per occurrence;\n\n10\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  5.5.3 As it relates to the operation of your Franchised Business: worker's compensation and employer's liability insurance in statutory amounts, unemployment insurance and state disability insurance as required by governing law for your employees;   5.5.4 As it relates to the Unit Franchisees' operation in the Master Territory, and if you elect to obtain such coverage: general liability insurance, which insurance is in addition to any general liability insurance the Unit Franchisees are required to maintain under their Unit Franchise Agreements.   You shall also maintain such additional insurance as is necessary to comply with all legal requirements concerning insurance. We may periodically increase the amounts of coverage required under such insurance policies and require different or additional kinds of insurance at any time including excess liability insurance to reflect inflation, identification of new risks, changes in law or standards of liability, higher damage awards, or other relevant changes in circumstances.   The insurance policies required herein shall: (a) name us as an additional named insured and contain a waiver of all subrogation rights against us, our affiliates, and our and their successors and assigns; (b) provide for thirty (30) days' prior written notice to us of any material modification, cancellation, or expiration of such policy; (c) provide that the coverage applies separately to each insured against whom a claim is brought as though a separate policy had been issued to each insured; (d) contain no provision which in any way limits or reduces coverage for you in the event of a claim by any one or more of the parties indemnified under this Agreement; (e) be primary to and without right of contribution from any other insurance purchased by the parties indemnified under this Agreement; and (f) extend to and provide indemnity for all obligations assumed by you hereunder and all other items for which you are required to indemnify us under this Agreement.   You shall provide us with evidence of the insurance required hereunder not later than ten (10) days before you begin operating as a Master Franchisee, and with a complete copy of each insurance policy no more than thirty (30) days after delivery of the original proof of insurance. Thereafter, prior to the expiration of the term of each insurance policy, you shall furnish us with a copy of each renewal or replacement insurance policy to be maintained by you for the immediately following term and evidence of the payment of the premium therefor. Should you, for any reason, fail to procure or maintain the insurance required by this Agreement, as such requirements may be revised from time to time by us in writing, we shall have the right and authority (without, however, any obligation to do so) immediately to procure such insurance and to charge same to you, which charges shall be payable by you immediately upon notice together with a ten percent (10%) administrative fee. The foregoing remedies shall be in addition to any other remedies we may have at law or in equity.   The maintenance of sufficient insurance coverage shall be your responsibility. Your obligations to maintain insurance coverage as herein described shall not be affected in any manner by reason of any separate insurance maintained by us nor shall the maintenance of such insurance relieve you of any indemnification obligations under this Agreement.   5.6 Computer Hardware and Software   5.6.1 You shall, in accordance with any specifications that we may prescribe and from any suppliers we may designate (which may include us or an affiliate), purchase, lease or license all computer hardware and software designated by us for the Franchised Business, whether in this Agreement, the Manuals or otherwise during the term of this Agreement. You shall likewise procure and install printers and other computer-related accessories or peripheral equipment as we may require. You shall at all times have a high speed internet connection for your computer system. All computer hardware and software specified by us shall be purchased, leased or licensed by you and your sole expense. You shall utilize all software programs that we may specify in connection with the operation of the Franchised Business. We reserve the right to develop proprietary software programs and, if we elect to do so, you shall execute our standard form of software license agreement for such proprietary software programs upon demand by us, and shall input and maintain in your computer system all software programs, data and information as we prescribe. You shall purchase, lease or license all software programs and materials whenever we elect to use new or upgraded programs and materials, either from us or from an approved distributor, if any, and, if from an approved distributor, upon terms determined by such distributor. During the term of this Agreement, you shall maintain and update all computer hardware and software as required by us.\n\n11\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  5.6.2 You shall also purchase all computer-related services (including, without limitation, e-mail services) from suppliers (which may include us or our affiliate) that we may require and designate from time to time.   5.7 Payment of Taxes   You shall pay all personal property, sales, excise, use, and other taxes, regardless of type or nature, which may be imposed, levied, assessed or charged, on, against, or in connection with the Franchised Business and any products, services or equipment sold or furnished hereunder, whether those taxes are imposed by any federal, state, municipality, county or parish, or other governmental unity or agency, which may have jurisdiction over such products, services and equipment. It shall be your sole responsibility to insure that any Unit Franchisee operating in the Master Territory shall also comply with this Section 5.7 as it may apply to the operation of the Unit Franchisee's business.   5.8 Enforcement of Unit Franchise Agreements   You shall take all necessary steps to enforce the terms and condition of all Unit Franchise Agreements and shall be bound by the terms thereof in all dealings with your Unit Franchisees and shall maintain normal office hours, provide adequate communication and support and otherwise maintain and operate your Franchised Business in a manner that will promote the efficiency and success of each Unit Franchisee. You shall not terminate the Unit Franchise Agreement of any Unit Franchisee without our prior written consent.   5.9 Master Franchisee Training Program   Prior to the Commencement Date, you (or, if you are a corporation, partnership, or limited liability company, a principal of yours acceptable to us and who owns at least a twenty-five percent (25%) equity interest in you) and those of your managers who are approved by us, shall attend and complete to our satisfaction the initial training program (or segments thereof at our discretion) for master franchisees offered by us. We shall provide such training, instructors, a training manual, and other materials without charge to ,five_(5) persons, but if you request to send additional attendees to our master franchisee training program you shall pay our then-current training fee for each additional attendee sent to such training program by you. Except as stated in the preceding sentence, you shall be responsible for any and all other expenses incurred in connection with sending your managers to such training including, without limitation, the costs of transportation, lodging, meals, and any wages. We shall, in our sole discretion, select the time and location of the initial training program. We shall have the right to terminate this Agreement if, at any time during the initial training program, we conclude (in our sole judgment) that you or your principal do not appear to possess the skills necessary to properly fulfill and discharge the demands and responsibilities required by the System or this Agreement.\n\n12\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  5.10 Additional Training; Master Franchisee Meetings   5.10.1 You and your employees shall also attend such additional courses, seminars, and other training programs as we may reasonably require from time to time. We shall not charge any fees for those attending these additional courses, seminars, or other training programs, but you shall be responsible for any and all other expenses incurred in connection with attending and sending your employees to such training programs including, without limitation, the costs of transportation, lodging, meals, training materials and any wages. We shall, in our sole discretion, select the time and location of all additional training programs.   5.10.2 If you request that we provide additional training or assistance on-site at your Franchised Business, you must pay our then-current per diem fee for each representative we send to you to provide training or assistance, and you must reimburse each representative's travel, lodging and meals expenses while providing the additional on-site training or assistance.   5.10.3 When we believe it is beneficial to do so, we will hold an annual meeting of our master franchisees to conduct additional training, announce new products and/or services or discuss any other matters of interest. The annual meeting will be mandatory for all master franchisees, unless your absence is excused by us. You will bear all costs related to attending the annual meeting, including travel, lodging, meals, wages and a nominal fee for the meeting for each person attending such meeting.   5.11 Supplies and Equipment   You shall require your Unit Franchisees in the Master Territory to purchase supplies and equipment used in the operation of its Unit Franchise business from only designated and approved suppliers to insure quality and uniformity and to take advantage of quantity purchasing discounts, if any. We shall provide you with a list of approved and designated suppliers for supplies and equipment prior to the Commencement Date.   5.12 Compliance with Governmental Regulations and Applicable Law   You shall, as an independent business owner, timely obtain any and all permits, certificates, or licenses necessary for the lawful operation of the Franchised Business including, without limitation, licenses to do business, fictitious name registrations, sales tax permits, and the like.   You and your principals agree to comply, and to assist us to the fullest extent possible in our efforts to comply, with Anti-Terrorism Laws (defined below). In connection with that compliance, you and your principals certify, represent, and warrant that none of your property or interests is subject to being blocked under, and that you and your principals otherwise are not in violation of, any of the Anti-Terrorism Laws. \"Anti-Terrorism Laws\" mean Executive Order 13224 issued by the President of the United States, the USA PATRIOT Act, and all other present and future federal, state, and local laws, ordinances, regulations, policies, lists, and other requirements of any governmental authority addressing or in any way relating to terrorist acts and acts of war. Any violation of the Anti-Terrorism Laws by you or your principals, or any blocking of your or your principals' assets under the Anti-Terrorism Laws, shall constitute good cause for immediate termination of this Agreement.   5.13 Office Location   You shall be solely responsible for any leases of real or personal property in connection with the operation of your Franchised Business. We reserve the right, but are not required to, approve your office location and any leasehold improvements to such location to protect our image, reputation and goodwill. You may elect to operate the Franchised Business from The Original Soupman business you must own and operate, once such business is open and operating.\n\n13\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  You shall at all times during the term of this Agreement maintain your office and all fixtures, furnishing, signs and equipment located therein in good order and condition, and in conformity with the System image as may be prescribed by us from time to time. You shall, within a reasonable time specified by us, make all necessary reasonable additions, alterations, repairs and replacements to your office as required by us to conform to our quality standards, but no others without our prior written consent, including, without limitation, periodic repainting or replacement of signs, furnishings, or equipment. No other business venture shall operate out of the premises utilized by you for your Franchised Business without our prior written consent.   5.14 Solicitation Advertising   You shall conduct advertising to solicit Applicants for the purchase of Unit Franchisees in the Master Territory (\"Solicitation Advertising\"). You shall expend not less than $5,000 each month on such Solicitation Advertising. To protect the Proprietary Marks and our goodwill in the industry, you must submit samples of all proposed Solicitation Advertising materials to us at least fifteen (15) days before any use of the same. If we do not disapprove the proposed Solicitation Advertising materials within fifteen (15) days after receipt of the same, you may use the proposed Solicitation Advertising materials as submitted to us; provided, however, that if such Solicitation Advertising is required to be submitted to a government agency, you shall so submit such materials to the applicable government agency and shall not use such materials until the materials are approved or disapproved or if the use of the materials otherwise become permissible under law, such as if notice of disapproval is not received from a governmental agency within a stated period of time prescribed by law. We may, at any time after you begin to use the Solicitation Advertising materials, prohibit further use of the same, effective upon your receipt of written notice from us to do so.   5.15 Policies and Procedures   You shall not have the right to establish policies and/or procedures pertaining to the operation of the Franchised Business to protect the Proprietary Marks and our goodwill in the industry outside of the policies and/or procedures that we designate. You and all Unit Franchisees subject to the license granted under this Agreement shall be bound by our policies and/or procedures upon receipt of the same.   5.16 Changes to the System   You acknowledge and agree that the System must continue to evolve in order to reflect the changing market and to meet new and changing customer demands and that, accordingly, variations and additions to the System may be required from time to time in order to preserve and enhance the public image of the System and to insure the continuing operation efficiency of Unit Franchisees generally. Accordingly, you acknowledge and agree that we may from time to time change the System, including, without limitation, the adoption and use of new or modified trademarks, products, services, equipment and furnishings and new techniques and methodologies relating to the preparation, sale, promotion and marketing of services and supplies. You shall promptly accept, implement, use and display all such additions, modifications and changes at your sole cost and expense, and you shall ensure that all Unit Franchisees in your Master Territory promptly accept, implement, use and display all such additions, modifications and changes.   You further acknowledge and agree that we may inspect your Franchised Business and any Unit Franchise in the Master Territory to verify that your Franchised Business and/or such Unit Franchise is operating in compliance with our System, as it may be modified from time to time.\n\n14\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  5.17 Developments are Our Property   You acknowledge and agree that, in consideration for the right to use the System and our expertise in the field, if you, any of your employees or any Unit Franchisees in the Master Territory develop any new concept, process or improvement in the operation or promotion of the Franchised Business, you will promptly notify us and provide us with all necessary information concerning same, without any compensation to you, your employee or Unit Franchisee. You acknowledge and agree that any such concept, process or improvement shall become our property and we may utilize or disclose such information to other master franchisees and unit franchisees as we determine to be appropriate.   5.18 Financial Statements and Updated Unit Franchise Disclosure Document   You shall, at your sole cost and expense, prepare and submit to us within one hundred twenty (120) days after each fiscal year end, a complete, audited financial statement for the preceding fiscal year prepared by an independent certified public accountant in accordance with generally accepted accounting principles. Each audited financial statement shall include a balance sheet and a profit and loss statement. If you own, directly or beneficially, a controlling financial interest in any other business, the financial statements required to be submitted by you must reflect your financial condition and your other business operations on a consolidated basis. You understand and acknowledge that the Federal Trade Commission's disclosure requirements for franchising (16 CFR Part 436) require you to include audited financial statements each year after your fiscal year end. You further understand and acknowledge that, as with your initial Unit Franchise Disclosure Document, all annual updates to your Unit Franchise Disclosure Document shall be submitted to us or our counsel for review within one hundred twenty (120) days after each fiscal year end.   Notwithstanding the foregoing, we reserve the right to inspect or examine your accounts, books, records and tax returns, at any reasonable time, with or without prior notice to you.   5.19 Our Website   We or one or more of our designees may establish a website or series of websites for the System to advertise, market and promote The Original Soupman businesses and the products and services they offer, the Unit Franchise and/or master franchise opportunity, and/or for any other purposes that we determine are appropriate for The Original Soupman businesses (collectively, the \"System Website\"). If we include information about your Franchised Business on the System Website, you agree to give us the information and materials that we periodically request concerning the Franchised Business and otherwise participate in the System Website in the manner that we periodically specify. By posting or submitting to us information or materials for the System Website, you are representing to us that the information and materials are accurate and not misleading and do not infringe upon any third party's rights.   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. We may implement and periodically modify System standards relating to the System Website and, at our option, may discontinue the System Website, or any services offered through the System Website, at any time.   All advertising, marketing and promotional materials that you develop for your Franchised Business must contain notices of the URL of the System Website in the manner that we periodically designate. You may not develop, maintain or authorize any other website, other online presence or other electronic medium that mentions or describes the Franchised Business, the System or displays any of the Marks without our prior approval. We do not restrict the use of internet or web page advertising within or outside of your Master Territory, but the advertising content must be approved by us before it is used.\n\n15\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  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.   You are strictly prohibited from establishing your own website related to the Proprietary Marks or our System without our prior written consent, which we do not have to provide. You are also prohibited from promoting your Franchised Business on social and networking websites, including Facebook, LinkedIn, MySpace Twitter and/or other social media sites or platforms, without our prior written consent. We will control all social media initiatives. You must comply with our System standards regarding the use of social media in the operation of your Franchised Business, including prohibitions on your and your employees posting or blogging comments about the Franchised Business or the System, other than on a website established or authorized by us (\"social media\" includes personal blogs, common social networks like Facebook and MySpace, professional networks like LinkedIn, live-blogging tools like Twitter, virtual worlds, file, audio and video-sharing sites, and other similar social networking or media sites or tools). We will provide access to branded social media pages/handles/assets, and you must update these regularly. We reserve the right to conduct collective/national campaigns via local social media on your behalf.   We alone will be, and at all times will remain, the sole owner of the copyrights to all material which appears on any System Website we establish and maintain, including any and all material you may furnish to us as provided above.   5.20 Our Intranet   5.20.1 We may, at our sole discretion and option, establish and maintain a private method of communication for use only by employees and master franchisees of ours, as well as Unit Franchisees in the System (an \"Intranet\"), through which we, master franchisees, our employees and Unit Franchisees may communicate with each other, and through which we may disseminate the Manuals, updates thereto and other confidential information. We shall have sole discretion and control over all aspects of the Intranet, including the content and functionality thereof. We will have no obligation to maintain the Intranet indefinitely, and may dismantle it at any time without liability to you.   5.20.2 If we establish an Intranet, you shall have the privilege to use the Intranet, subject to your strict compliance with the standards and specifications, protocols and restrictions that we may establish from time to time. Such standards and specifications, protocols and restrictions may relate to, among other things, (a) the use of abusive, slanderous or otherwise offensive language in electronic communications; (b) communications between or among master franchisees that endorse or encourage breach of any master franchisee's agreement with us; (c) confidential treatment of materials that we transmit via the Intranet; (e) password protocols and other security precautions; (f) grounds and procedures for our suspending or revoking a master franchisee's access to the Intranet; and (g) a privacy policy governing our access to and use of electronic communications that master franchisees post to the Intranet. We may establish similar standards and protocols related to Unit Franchises. You acknowledge that, as administrator of the Intranet, we can technically access and shall be entitled to view any communication that any person posts on the Intranet. You further acknowledge that the Intranet facility and all communications that are posted to it will become our property, free of any claims of privacy or privilege that you or any other person may assert.\n\n16\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  5.20.3 Upon receipt of notice from us that we have established the Intranet, you shall establish and continually maintain (during all times that the Intranet shall be established and until the termination of this Agreement) an electronic connection (the specifications of which shall be specified in the Manuals) with the Intranet that allows us to send messages to and receive messages from you, subject to our standards and specifications.   5.20.4 If you fail to pay when due any fees or other amounts payable to us under this Agreement, or any other agreement with us or our affiliates, or otherwise fail to perform your obligations under this Agreement or any other agreement with us or our affiliates, we may, without prior notice and without any liability or recourse as against us or our affiliates, temporarily disable or terminate your access to the Intranet until such time as you pay and/or perform your outstanding obligation in full.   5.20.5 You shall, at our option and request, and without any additional consideration, assign to us all rights to all e-mail addresses, URLs, domain names, Internet listings, and Internet accounts related to the Franchised Business following demand by us upon your misuse of the same and/or the termination or expiration of this Agreement. Furthermore, you hereby appoint us as your attorney-in-fact with full power and authority for the sole purpose of assigning these rights to us. This appointment shall be deemed to be coupled with an interest and shall continue in full force and effect until and following the termination or expiration of this Agreement.   6. PROPRIETARY MARKS   6.1 Our Representations   We represent with respect to the Proprietary Marks that:   6.1.1 We are the owner or the licensee of the owner of the Proprietary Marks with a license to use, and to license others to use, the Proprietary Marks. All references herein to our right, title and interest in and to the Proprietary Marks shall include the owner's right, title and interest in and to the Proprietary Marks.   6.1.2 All steps reasonably necessary to preserve and protect the validity of the Proprietary Marks, and our right to use and license others to use, the Proprietary Marks will be taken.   6.1.3 We will use and permit you and other master franchisees to use the Proprietary Marks only in accordance with the System and the standards and specifications attendant thereto which underlie the goodwill associated with and symbolized by the Proprietary Marks.   6.2 Your Representations   You represent with respect to the Proprietary Marks that:   6.2.1 You shall use only the Proprietary Marks designated by us, and shall use them only in the manner authorized and permitted by us.   6.2.2 You shall use the Proprietary Marks only for the operation of the Franchised Business, in connection with approved advertising for the Franchised Business and with the authorized sub-license of the Proprietary Marks to your Unit Franchisees.   6.2.3 You shall identify yourself as an independent franchisee-owner of ours in conjunction with any use of the Proprietary Marks and the operation of the Franchised Business, including, but not limited to, such use on invoices, order forms, receipts, business stationery and contracts, as we may designate in writing. The form and content of the identification of the Franchised Business as being independently owned and operated shall comply with standards set forth in the Manuals.\n\n17\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  6.2.4 Your right to use the Proprietary Marks is limited to such uses as are authorized under this Agreement, and any unauthorized use thereof shall constitute an infringement.   6.2.5 You shall not use the Proprietary Marks to incur any obligation or indebtedness on our behalf.   6.2.6 You shall execute any documents deemed necessary by us or our affiliates to obtain protection for the Proprietary Marks or to maintain their continued validity and enforceability.   6.2.7 You shall not use the Proprietary Marks as part of your corporate or other legal name.   6.2.8 You shall promptly notify us of any suspected unauthorized use of or any challenge to the validity of the Proprietary Marks, or any challenge to our or our affiliate's ownership of, our license to use and to license others to use, or your right to use, the Proprietary Marks licensed under this Agreement. You acknowledge that we or our affiliate have the right to direct and control any administrative proceeding or litigation, or other adjudicative proceeding involving the Proprietary Marks, including any settlement thereof. We or our affiliate have the right, but not the obligation, to take action against uses by others that may constitute infringement of the Proprietary Marks. We shall defend you against any third-party claim, suit, or demand arising out of your use of the Proprietary Marks; provided, however, that your use of the Proprietary Marks is in compliance with this Agreement. If we, in our sole discretion, determine that you have used the Proprietary Marks in accordance with this Agreement, the cost of such defense, including the cost of any judgment or settlement, shall be borne by us. If we, in our sole discretion, determine that you have not used the Proprietary Marks in accordance with this Agreement, the cost of such defense, including the cost of any judgment or settlement, shall be borne by you. In the event of any litigation relating to your use of the Proprietary Marks, you shall execute any and all documents and do such acts as may, in our opinion, be necessary to carry out such defense or prosecution, including, but not limited to, becoming a nominal party to any legal action. Except to the extent that such litigation is the result of your use of the Proprietary Marks in a manner inconsistent with the terms of this Agreement, we agree to reimburse you for your out-of-pocket litigation costs in doing such acts.   6.3 Your Acknowledgments   You acknowledge and agree that:   6.3.1 As between you and us, we are the owner of all right, title, and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them and we have the right to use, and license others to use, the Proprietary Marks.   6.3.2 The Proprietary Marks are valid and serve to identify the System and those who are franchised under the System.   6.3.3 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.\n\n18\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  6.3.4 Your use of the Proprietary Marks pursuant to this Agreement does not give you any ownership interest or other interest in or to the Proprietary Marks other than the limited license granted by this Agreement.   6.3.5 Any and all goodwill arising from your use of the Proprietary Marks shall inure solely and exclusively to the benefit of us or our affiliate, and upon expiration or termination of this Agreement and the license herein granted no monetary amount shall be assigned as attributable to any goodwill associated with your use.   6.3.6 The right and license of the Proprietary Marks granted under this Agreement to you is non-exclusive, and we and our affiliates have and retain the rights described in Section 1.3 of this Agreement.   6.3.7 We reserve the right to change, revise, or substitute different proprietary marks for use in identifying the System and the Franchised Business, if the Proprietary Marks no longer can be used or if we, in our sole discretion, determine that substitution of different proprietary marks will be beneficial to the System. In such circumstances, the use of the substituted proprietary marks shall be governed by the terms of this Agreement, and we shall not compensate you for such substitution. If our currently licensed Proprietary Marks can no longer be used, you shall implement promptly any such substitution at your expense.   6.3.8 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. Upon request, you shall submit to us all packages, labels, advertising, advertising brochures and other materials bearing the Proprietary Marks and you specifically undertake to amend to our satisfaction any such packages, labels, advertising, advertising brochures and other materials which are not approved by us.   6.4 Changes in Law Affecting Proprietary Marks   If trademark law is amended so as to render inapplicable any of the provisions of this Section 6, you shall execute any documents, and do such acts and things as in our opinion may be necessary to effect the intent and purpose of the provisions of this Agreement.\n\n19\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  7. NON-COMPETITION   7.1 Restrictions   You acknowledge and agree that pursuant to this Agreement, you and your principals and employees will receive valuable specialized training, trade secrets and confidential information, including, without limitation, information regarding the operational, sales, promotional and marketing methods and techniques of us and the System, over and above the ordinary skills and experience possessed by you or your principals and employees prior to execution of this Agreement. 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.   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.   7.1.3 Own, maintain, operate, engage in, or have any interest in any business which is the same as or similar to the Franchised Business, or any other business which performs any type of child tutoring services, anywhere.   7.2 Independent Covenants   Each of the foregoing covenants shall be construed as independent of any other covenant or provision of this Agreement. If all or any portion of any covenant in this Section 7 is held unreasonable or unenforceable by a court having valid jurisdiction in any unappealed final decision to which we are a party, you and your principals shall be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant were separately stated in and made a part of this Section 7.   7.3 Reduction of Scope   You acknowledge and agree that we shall have the right, in our sole and absolute discretion, to reduce the scope of any covenant set forth in this Section 7, or any portion thereof, without your consent, effective immediately upon written notice to you, and you further acknowledge and agree that you shall comply forthwith with any covenant as so modified, which shall be fully enforceable notwithstanding the provisions of any other provision of this Agreement.   7.4 No Defense   You acknowledge and agree that the existence of any claims you may have against us, whether or not arising from this Agreement, shall not constitute a defense to our enforcement of the covenants in this Section 7. You shall pay all costs and expenses (including reasonable attorneys' fees) incurred by us in the enforcement of this Section 7.   7.5 Irreparable Injury   You acknowledge and agree that any violation of the terms of this Section 7 would result in irreparable injury to us, for which no adequate remedy at law may be available, and you consent that we may apply for the issuance of an injunction prohibiting any conduct by you in violation of this Section 7, without the posting of any bond.   7.6 Additional Parties   At our request, you shall require and obtain execution of covenants similar to those set forth in this Section 7 (including covenants applicable upon the termination of a person's relationship with you) from any or all principals of yours and other personnel employed by you who have received or will receive training from us or from you. Every covenant required by this Section 7.6 shall be in a form satisfactory to us, including, without limitation, specific identification of us as a third party beneficiary of such covenants with an independent right to enforce them. Your failure to obtain execution of any covenant required by this Section 7 shall constitute a material default under the terms of this Agreement.   20\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  8. MANUALS AND CONFIDENTIAL INFORMATION   8.1 Use of Manuals   We shall provide the Manuals to you, on loan, for the term of this Agreement and any renewals hereof. You shall operate the Franchised Business in accordance with the standards, methods, policies, and procedures specified in the Manuals to ensure compliance with quality standards to protect the Proprietary Marks and our goodwill in the industry. You shall treat the Manuals, any other manuals created for or approved for use in the operation of the Franchised Business, and the information contained therein as confidential, and shall maintain such information as secret and confidential. You shall not at any time copy, duplicate, record, or otherwise reproduce the foregoing materials, in whole or in part, or otherwise make the same available to any unauthorized person. The Manuals shall at all times remain our sole property and shall be kept in a secure place at your office. You shall ensure that your copy of the Manuals is kept current at all times, and in the event of any dispute as to the contents of the Manuals, the terms of the master copy of the Manuals maintained by us shall be controlling. If you require or request additional copies of any of the Manuals, you agree to pay our then-current fee for each replacement volume of the Manuals required or requested.   8.2 Confidentiality of Information   You shall not, during the term of this Agreement or thereafter, communicate, divulge, or use for the benefit of anyone else, any confidential information, knowledge, or know-how concerning the methods of operation of the Franchised Business which may be communicated to you, or of which you may be apprised, by virtue of your operation under the terms of this Agreement. You shall divulge such confidential information only to such of your employees as must have access to it in order to perform their employment responsibilities. Any and all matters, information, knowledge, know-how, techniques and other data which we designate as confidential shall be deemed confidential for purposes of this Agreement.   8.3 Irreparable Injury from Disclosure of Confidential Information   You acknowledge that failure to comply with the requirements of this Section 8 will result in irreparable injury to us for which no adequate remedy at law may be available, and you consent to the issuance of, and agree to pay all court costs and reasonable attorneys' fees incurred by us in obtaining, without the posting of any bond, an ex parte or other order for injunctive or other legal or equitable relief with respect to the requirements of this Section 8.   8.4 Confidentiality Covenants from Individuals Associated with You   You shall require any employee who may have access to any confidential information of ours to execute covenants that they will maintain the confidentiality of information they receive in connection with their association with you. Such covenants shall be in a form satisfactory to us, including, without limitation, specific identification of us as a third party beneficiary of such covenants with the independent right to enforce them.\n\n21\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  9. OUR OBLIGATIONS   During the term of this Agreement, we shall provide you with the following:   9.1 Manuals and Assistance   We will make the Manuals, training aids, and other pertinent information concerning our methods and practices available to you. You understand and acknowledge that such materials are provided to you on loan, and that such materials remain our property at all times.   9.2 Training Program   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. Any additional training shall be at your expense. The group of trainees must include management level employees and the principal owner of at least 25% interest in the location, if it's a franchisee or the franchisee is a corporate entity.   9.3 Advice and Assistance   We will have personnel available on an ongoing basis during normal business hours to provide technical assistance, consultation, and advice on marketing and operations procedures for the Franchised Business by telephone and e-mail. If you request additional on-site assistance and/or training at your Franchised Business location, you agree to pay our then-current per diem fee for each representative we send to your location, and you shall reimburse each representative's expenses while providing such on-site training or assistance, including, but not limited to, travel, lodging and meals.   9.4 Proprietary Marks   We will allow you to use the Proprietary Marks in the Master Territory, subject to the limitations and restrictions set forth in this Agreement, and to use the processes, methods, materials, equipment and promotional plans developed by us.   9.5 Advice   We will advise you on all appropriate facets of the System and all pertinent new developments in the operation of a The Original Soupman business and/or master franchise business.   10. DEFAULT AND TERMINATION   10.1 Termination in the Event of Bankruptcy or Insolvency   You shall be in default under this Agreement, and all rights granted to you herein shall automatically terminate without notice to you, if you, or any of your partners, if you are a partnership, or any of your officers, directors, shareholders, or members, if you are a corporation or limited liability company, shall become insolvent or make a general assignment for the benefit of creditors; if a petition in bankruptcy is filed by you or such a petition is filed against and not opposed by you; if you are adjudicated a bankrupt or insolvent; if a bill in equity or other proceeding for the appointment of a receiver or other custodian for you or your business or assets is filed and consented to by you; if a receiver or other custodian (permanent or temporary) of your assets or property, or any part thereof, is appointed by any court of competent jurisdiction; if proceedings for a composition with creditors under any state or federal law should be instituted by or against you; if a final judgment remains unsatisfied or of record for thirty (30) days or longer (unless a supersedeas bond is filed); if you are dissolved; if execution is levied against your business or property; if suit to foreclose any lien or mortgage against the premises or equipment of the Franchised Business is instituted against you and not dismissed within thirty (30) days; or if the real or personal property of the Franchised Business shall be sold after levy thereupon by any sheriff, marshal, or constable.\n\n22\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  10.2 Termination with Notice and without Opportunity to Cure   You shall be in default under this Agreement, and we may, at our option, terminate this Agreement and all rights granted under this Agreement, without affording you any opportunity to cure the default, effective immediately upon receipt of notice by you upon the occurrence of any of the following events:   10.2.1 If you at any time cease to operate or otherwise abandon the Franchised Business without our consent, or otherwise forfeit the right to do or transact business in the Master Territory.   10.2.2 If you (or an officer or director of or a shareholder in you, if you are a corporation, or a general or limited partner of you, if you are a partnership, or a member, if you are a limited liability company) are convicted of a felony, a crime involving moral turpitude, a crime against a child, or any other crime or offense that we believe is reasonably likely to have an adverse effect on the System, the Proprietary Marks, the goodwill associated therewith, or our interest therein.   10.2.3 If any purported assignment or transfer of any direct or indirect interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business is made to any third party without our prior written consent, contrary to the terms of Section 12 of this Agreement.   10.2.4 If an approved transfer, as required by Section 12.6 of this Agreement, is not effected within the time provided following a death or permanent incapacity (mental or physical).   10.2.5 If you fail to comply with the covenants in Section 7 of this Agreement or fail to deliver to us the executed covenants required under Section 7.6 or Section 8.4 of this Agreement.   10.2.6 If, contrary to the terms of Section 8 of this Agreement, you or any principal or employee of yours disclose or divulge the contents of the Manuals or other confidential information provided to you by us.   10.2.7 If you or any principal of yours has made any material misrepresentations in connection with your application to us for the franchise granted herein.   10.2.8 If you, after curing a default pursuant to Section 10.3 of this Agreement, commit the same, similar, or different default again, whether or not cured after notice, or if you incur three (3) late fees or insufficient funds fees in any twelve (12) month period.   10.2.9 If you lose, through revocation, forfeiture, failure to renew, or otherwise, any license required with respect to the operation of the Franchised Business.   10.2.10 If you fail to successfully complete our initial training program.   10.2.11 If you understate any payment to us by two percent (2%) or more, or understate any such payment in any amount twice in any two (2) year period.\n\n23\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  10.2.12 If you knowingly maintain false books or records or submit any false reports or statements to us.   10.2.13 If you fail to obtain or maintain required insurance coverage and do not obtain such coverage within ten (10) days after written notice from us.   10.2.14 If, within ten (10) days after receipt of written notice from us that any required payment is overdue, you do not make such payment to us, our affiliates, or to your suppliers or creditors unless, with respect to your suppliers or creditors, you notify us of the existence on a bona fide dispute and takes immediate action to resolve it.   10.2.15 If you fail to make timely payments of any obligation of yours upon which we have advanced any funds for you or on your behalf.   10.2.16 If you (or any guarantor, officer or director of or a shareholder in you, if you are a corporation, or a general or limited partner of you, if you are a partnership, or a member, if you are a limited liability company) or any other franchisee of ours which controls, is controlled by, or is under common control with you fail to comply with any or all of the terms of this Agreement or any other agreement between us or our affiliates and you within ten (10) days after receipt of written notice from us to do so.   10.2.17 If you default in the repayment or performance of any obligation or financing transaction with third parties under which any asset of the Franchised Business is pledged as security for your performance.   10.2.18 If you fail to comply with all applicable laws and ordinances relating to the Franchised Business, including Anti- Terrorism Laws, or if your or any of your owners' assets, property, or interests are blocked under any law, ordinance, or regulation relating to terrorist activities, or you or any of your owners otherwise violate any such law, ordinance, or regulation.   10.2.19 If you fail to register the Unit Franchise Disclosure Document with any registration state applicable to the Master Territory or if you violate any requirements of applicable federal or state law related to the disclosure and sale of franchises.   10.2.20 If you fail to comply with the Minimum Development Quota.   10.3 Termination with Notice and Opportunity to Cure   Except as otherwise provided in Sections 10.1 and 10.2 of this Agreement, you shall have thirty (30) days after your receipt from us of a written notice of default within which to remedy any default under this Agreement and to provide evidence thereof to us. If any such default is not cured within the specified time, or such longer period as applicable law may require, we shall have the right to terminate this Agreement by providing written notice of termination to you. You shall be in default pursuant to this Section 10.3 for failure to substantially comply with any of the requirements imposed by this Agreement, as it may from time to time reasonably be modified or supplemented by the Manuals, or your failure to carry out the terms of this Agreement in good faith.   10.4 Cross-Default   Any default by you (or any person/company affiliated with you) under this Agreement may be regarded as a default under any other agreement between us (or any of our affiliates) and you (or any of your affiliates). Any default by you (or any person/company affiliated with you) under any other agreement, including, but not limited to, any lease and/or sublease, between us (or any of our affiliates) and you (or any person/company affiliated with you), and any default by you (or any person/company affiliated with you) under any obligation to us (or any of our affiliates) may be regarded as a default under this Agreement. Any default by you (or any person/company affiliated with you) under any lease, sublease, loan agreement, security interest or otherwise, whether with us, any of our affiliates and/or any third party may be regarded as a default under this Agreement and/or any other agreement between us (or any of our affiliates) and you (or any of your affiliates).\n\n24\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  In each of the foregoing cases, we (and any of our affiliates) will have all remedies allowed at law, including termination of your rights (and/or those of any person/company affiliated with you) and our (and/or our affiliates') obligations. No right or remedy which we may have (including termination) is exclusive of any other right or remedy provided under law or equity and we may pursue any rights and/or remedies available.   10.5 Our Right to Discontinue Services to You   If you are in breach of any obligation under this Agreement, and we deliver to you a notice of termination as provided herein, we have the right to suspend our performance of any of our obligations under this Agreement including, without limitation, the sale or supply of any services or products for which we are an approved supplier to you and/or suspension of your webpage and/or listing on the System Website, until such time as you correct the breach.   10.6 Termination of this Agreement by You   You shall have no right to terminate this Agreement.   10.7 Without Prejudice   The termination of this Agreement shall be without prejudice to any remedy or cause of action which we may have against you for the recovery of any monies due us or any equipment or other property of ours, or any other right of ours to recover damages for any breach hereof.   10.8 Amendment Pursuant to Applicable Law   Notwithstanding anything to the contrary contained in this Article, if any valid, applicable law or regulation of a competent governmental authority having jurisdiction over this franchise and the parties hereto shall limit our rights of termination under this Agreement or shall require longer notice periods than those set forth above, this Agreement is deemed amended to satisfy the minimum notice periods or restrictions upon such termination required by such laws and regulations; provided, however, that such constructive amendment shall not be deemed a concession by us that the grounds for termination set forth in this Agreement do not constitute \"good cause\" for termination within the meaning ascribed to that term by any applicable law or regulation. We shall not be precluded from contesting the validity, enforceability or application of such laws or regulations in any action, hearing or proceeding relating to this Agreement or the termination of this Agreement.\n\n25\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  11. OBLIGATIONS UPON TERMINATION OR EXPIRATION   Upon termination or expiration of this Agreement, all rights granted under this Agreement to you shall forthwith terminate and:   11.1 Cessation of Business   You shall immediately cease to operate the Franchised Business, and shall not thereafter, directly or indirectly, represent to the public or hold yourself out as a present or former master franchisee of ours.   11.2 Cessation of Use of Confidential Information and Proprietary Marks   You shall immediately and permanently cease to use, by advertising or in any other manner whatsoever, any confidential methods, procedures, and techniques associated with the System, and all Proprietary Marks and distinctive forms, slogans, signs, symbols, and devices associated with the System.   11.3 Cancellation of Assumed Name Registration   You shall take such action as may be necessary to cancel any assumed name registration or equivalent registration obtained by you which contains the Proprietary Marks; and you shall furnish us with evidence satisfactory to us of compliance with this obligation within thirty (30) days after termination or expiration of this Agreement.   11.4 Payment of Monies Due; Liquidated Damages   11.4.1 You shall promptly pay all sums owing to us and our affiliates. In the event of termination for any default of yours, such sums shall include all damages, costs, and expenses, including reasonable attorneys' fees, incurred by us as a result of the default, which obligation shall give rise to and remain, until paid in full, a lien in our favor against any and all leasehold improvements, fixtures, furnishings and equipment, inventory, supplies and vehicles located at or used in connection with the Franchised Business, together with all accounts, payment intangibles, attachments, accessories, additions, substitutions and replacements, all cash and non-cash proceeds derived from insurance or the disposition of such assets, all your rights to use the Proprietary Marks, patents, copyrights and their registrations, trade secret information and other proprietary rights, and all rights granted, owned or licensed to you under this Agreement for the use of the Proprietary Marks, trade names, trade styles, patents, copyrights, trade secret information and other proprietary rights. We shall have full power and authority to file such documents as are necessary to obtain and perfect such lien. We shall have the right to set off any amounts which we deem are payable to us by you.   11.4.2 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.   11.4.3 The parties hereto acknowledge and agree that it would be impracticable to determine precisely the damages we would incur from this Agreement's termination and the loss of cash flow from Royalty Fees due to, among other things, the complications of determining what costs, if any, we might have saved and how much the Royalty Fees would have grown over what would have been this Agreement's remaining term. The parties hereto consider this liquidated damages provision to be a reasonable, good faith pre-estimate of those damages.   11.4.4 The liquidated damages provision only covers our damages from the loss of cash flow from the Royalty Fees. It does not cover any other damages, including damages to our reputation with the public and landlords and damages arising from a violation of any provision of this Agreement other than the Royalty Fee sections. You and each of your principals agree that the liquidated damages provision does not give us an adequate remedy at law for any default under, or for the enforcement of, any provision of this Agreement other than the Royalty Fee sections.\n\n26\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  11.5 Costs to Secure Compliance   You shall pay to us all damages, costs, and expenses, including reasonable attorneys' fees, incurred by us prior or subsequent to the termination or expiration of the franchise herein granted in obtaining injunctive or other relief for the enforcement of any provisions of this Section 11.   11.6 Return of Manuals and Other Confidential Information   You shall immediately deliver to us the Manuals and all other records, correspondence, files, and any instructions containing confidential information relating to the operation of the Franchised Business which are in your possession, and all copies thereof, all of which are acknowledged to be our property.   11.7 Irreparable Injury to Us   You agree and acknowledge that your failure to comply with the provisions of this Section 11 will result in irreparable harm to us and to the Proprietary Marks, and you agree to pay all damages, expenses, court costs and reasonable attorneys' fees incurred by us in obtaining specific performance of, or an injunction against violation of, and/or damages resulting from a violation of, the requirements of this Section 11.   11.8 Compliance with Post-Term Covenants   All of your covenants, obligations, and agreements which by their terms or by reasonable implication are to be performed, in whole or in part, after the termination or expiration of this Agreement, shall survive such termination or expiration.   12. TRANSFER OF INTEREST   12.1 Transfer by Us   We shall have the right to assign this Agreement and all of our attendant rights and privileges to any person, firm, corporation or other entity provided that, with respect to any assignment resulting in the subsequent performance by the assignee of our functions: (i) the assignee shall, at the time of such assignment, be financially responsible and economically capable of performing our obligations; and (ii) the assignee shall expressly assume and agree to perform such obligations.   You expressly affirm and agree that we may sell our assets, our rights to the Proprietary Marks or to the System outright to a third party; may go public; may engage in a private placement of some or all of our securities; may merge, acquire other corporations, or be acquired by another corporation; may undertake a refinancing, recapitalization, leveraged buyout or other economic or financial restructuring; and, with regard to any or all of the above sales, assignments and dispositions, you expressly and specifically waive any claims, demands or damages arising from or related to the loss of said Proprietary Marks (or any variation thereof) and/or the loss of association with or identification of \"Kiosk Concepts, Inc.\" as Franchisor. Nothing contained in this Agreement shall require us to remain in the same business or to offer the same products and services, whether or not bearing the Proprietary Marks, in the event that we exercise our right to assign our rights in this Agreement.\n\n27\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  12.2 Transfer by You   You understand and acknowledge that the rights and duties set forth in this Agreement are personal to you, and that we have granted this franchise in reliance on your (or, if you are a corporation, partnership, or limited liability company, your principals') business skill, financial capacity, and personal character. 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. 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.   12.3 Granting of a Security Interest by You   You shall not grant a security interest in the Franchised Business or in any of the assets of the Franchised Business without first obtaining our prior written consent. Our consent or refusal to consent may be based upon whatever factors we, in our sole discretion, deem economically and commercially reasonable in protecting our interests and security interest under this Agreement and the relationship created under this Agreement; however, if you are in good standing under this Agreement and all other agreements between us or our affiliates and you, we shall, upon your written request, execute a written subordination of our security interest to lenders and/or lessors providing financing for the Franchised Business. Under any circumstances however, we shall not consent to any such granting of a security interest unless all of the following conditions are met:   12.3.1 Such security is granted only for the purpose of securing a loan in your favor, which loan shall only be for the benefit of the Franchised Business.   12.3.2 In the event of any default by you under any documents in any way relating to the security interest or the loan to which it relates, we shall have the right at our sole option (but not the obligation) to cure any such default and/or to be substituted as obligor to the lender whose interests are secured by such security interest.   12.3.3 In the event of any such default, and if we choose to be substituted as obligor, we shall be so substituted in all respects on the same terms and conditions to which you were subject, except that any acceleration of the obligations secured, due to your default, shall be void upon cure by us.   12.3.4 Such other conditions and terms as we shall deem necessary and/or prudent to protect our interests under this Agreement.   12.4 Transfer Upon Death or Disability   Upon the death or permanent disability (mental or physical) of any person with an interest in this Agreement, in you, or in all or substantially all of the assets of the Franchised Business, the executor, administrator, or personal representative of such person shall transfer such interest to a third party approved by us within twelve (12) months after such death or disability. Such transfers, including, without limitation, transfers by devise or inheritance, shall be subject to the same conditions as any inter vivos transfer, except that the transfer fee shall be waived. In the case of transfer by devise or inheritance, however, if the heirs or beneficiaries of any such person are unable to meet the conditions of this Section 12, the executor, administrator, or personal representative of the decedent shall transfer the decedent's interest to another party approved by us within twelve (12) months, which disposition shall be subject to all the terms and conditions for transfers contained in this Agreement. We may, at our option, assume management and control of the Franchised Business during such twelve (12) month period and shall be paid a reasonable monthly management fee for our services as determined by us. If the interest is not disposed of within such period, we may, at our option, terminate this Agreement pursuant to Section 10.2.4 of this Agreement.\n\n28\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  12.5 Non-Waiver of Claims   Our consent to a transfer shall not constitute a waiver of any claims we may have against the transferring party, nor shall it be deemed a waiver of our right to demand exact compliance with any of the terms of this Agreement by the transferor or transferee.   12.6 Transfer by You in Bankruptcy - Right of First Refusal   If, for any reason, this Agreement is not terminated pursuant to Section 10.1 and this Agreement is assumed, or assignment of the same to any person or entity who has made a bona fide offer to accept an assignment of this Agreement is contemplated pursuant to the United States Bankruptcy Code, then notice of such proposed assignment or assumption setting forth: (a) the name and address of the proposed assignee, and (b) all of the terms and conditions of the proposed assignment and assumption shall be given to us within twenty (20) days after receipt of such proposed assignee's offer to accept assignment of this Agreement, and, in any event, within ten (10) days prior to the date application is made to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and we shall thereupon have the prior right and option, to be exercised by notice given at any time prior to the effective date of such proposed assignment and assumption, to accept an assignment of this 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 which may be payable by you out of the consideration to be paid by such assignee for the assignment of this Agreement.   13. UNIT FRANCHISEES   13.1 Form of Unit Franchise Disclosure Document and Unit Franchise Agreement   All Unit Franchise Disclosure Documents and Unit Franchise Agreements utilized by you with Unit Franchisees in the Master Territory shall be in substantially the form of our then-current Unit Franchise Disclosure Document and Unit Franchise Agreement, which shall be prepared by you in accordance with the provisions of this Section and those of Section 5.1, and shall be reviewed and approved by us or our counsel. You shall not use any Unit Franchise Disclosure Document or Unit Franchise Agreement that we or our counsel have disapproved. You shall not use any Unit Franchise Disclosure Document that has not been registered in any registration state applicable to the Master Territory.   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. We shall have the right, but not the obligation, to enforce any provision of any Unit Franchise Agreement if you fail to properly and promptly do so. You shall not terminate any Unit Franchisee without our prior written consent.\n\n29\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  13.2 Unit Franchise Disclosure Document and Unit Franchise Agreement Amendments   If you desire to change, modify, adjust or amend the terms of our form of the Unit Franchise Disclosure Document and/or Unit Franchise Agreement for the purpose of adapting the Unit Franchise Disclosure Document and/or Unit Franchise Agreement to reflect any terms or conditions which are peculiar to your circumstances or to reflect legal requirements which are peculiar to the Master Territory, or which are required by federal or state law and including, but not limited to, your obligation to update the Unit Franchise Disclosure Document annually as required by applicable law, you shall submit copies of the revised Unit Franchise Disclosure Document and/or Unit Franchise Agreement which include the requested changes to us and/or our counsel no less than thirty (30) days prior to the date said change, modification, adjustment or amendment is to be implemented. We reserve the right to deny the change, modification, adjustment or amendment and/or may recommend additional changes or modifications. No such change shall materially affect the terms and condition of this Agreement.   You understand and acknowledge that you are solely responsible for ensuring that any material changes you make to the Unit Franchise Disclosure Document, once approved by us or our counsel, shall be submitted as an amendment to any registration state applicable to the Master Territory at your expense. You further understand and acknowledge that you shall renew the Unit Franchise Disclosure Document with such registration state(s) according to the rules of such registration state(s), but not less frequently than annually, at your expense.   13.3 Use of Proprietary Marks   You shall have the responsibility and duty to properly supervise the use of the Proprietary Marks in the Master Territory. Your failure to exercise the proper diligence in enforcing the terms of any Unit Franchise Agreement and to insure the appropriate monitoring and use of the Proprietary Marks shall constitute a default under the terms of this Agreement which may result in termination of this Agreement.   13.4 Effect of Termination of this Agreement   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.   13.5 Unit Franchise Refund Policy   You shall comply with our requirements related to a Unit Franchisee's right to terminate its Unit Franchise Agreement according to the terms of such Unit Franchise Agreement, if any, as well as our policy regarding refunds of initial franchise fees to Unit Franchisees, if any.   14. INDEPENDENT CONTRACTOR AND INDEMNIFICATION   14.1 No Fiduciary Relationship   This Agreement does not create a fiduciary relationship between the parties hereto. You shall be an independent contractor; and nothing in this Agreement is intended to constitute or appoint either party an agent, legal representative, subsidiary, joint venturer, partner, employee, or servant of the other for any purpose whatsoever.\n\n30\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  14.2 Public Notice of Independent Status   You shall conspicuously identify yourself and the Franchised Business in all dealings with your customers, contractors, suppliers, public officials, and others, as an independent master franchisee of ours, and shall place such notice of independent ownership in your Franchised Business and on all forms. We shall have the right to specify the language of any such notice.   14.3 Independent Contractor   You acknowledge and agree that you are not authorized to make any contract, agreement, warranty, or representation on our behalf, or to incur any debt or other obligations in our name; and that we shall in no event assume liability for, or be deemed liable under this Agreement as a result of, any such action; nor shall we be liable by reason of any act or omission of yours in your conduct of the Franchised Business or for any claim or judgment arising therefrom against you or us.   14.4 Indemnification   You shall indemnify and hold harmless to the fullest extent by law us, our affiliates and our respective directors, officers, employees, shareholders, and agents, (collectively the \"Indemnitees\") from any and all losses and expenses (as hereinafter defined) incurred in connection with any litigation or other form of adjudicatory procedure, claim, demand, investigation, or formal or informal inquiry (regardless of whether same is reduced to judgment) or any settlement thereof which arises directly or indirectly from, as a result of, or in connection with your operation of the Franchised Business including, but not limited to, claims arising as a result of the maintenance and operation of vehicles (collectively an \"event\"), and regardless of whether same resulted from any strict or vicarious liability imposed by law on the Indemnitees; provided, however, that this indemnity shall not apply to any liability arising from the gross negligence of the Indemnitees (except to the extent that joint liability is involved, in which event the indemnification provided herein shall extend to any finding of comparative negligence or contributory negligence attributable to you). For the purpose of this Section 14.4, the term \"losses and expenses\" shall be deemed to include compensatory, exemplary, or punitive damages; fines and penalties; attorneys' fees; experts' fees; court costs; costs associated with investigating and defending against claims; settlement amounts; judgments; compensation for damages to our reputation and goodwill; and all other costs associated with any of the foregoing losses and expenses. You shall give us prompt notice of any event of which you are aware for which indemnification is required and, at your expense and risk, we may elect to assume (but under no circumstance are obligated to undertake) the defense and/or settlement thereof, provided that we will seek your advice and counsel. Any assumption of ours shall not modify your indemnification obligation. We may, in our sole judgment, take such actions as we deem necessary and appropriate to investigate, defend, or settle any event or take other remedial or corrective actions with respect thereto as may be, in our sole judgment, necessary for the protection of the Indemnitees or the System. You shall defend us and each of our affiliates, officers, directors, shareholders, agents, and employees named in any lawsuit based on such loss or expenses and shall pay all costs and reasonable attorneys' fees associated with such defense. If we wish to retain our own counsel to defend any such action, you shall reimburse us for all reasonable costs and legal fees incurred by us for such defense. Said reimbursement shall be made to us in a timely manner upon demand as such fees are incurred by us and billed to you.\n\n31\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  15. APPROVALS, WAIVERS AND NOTICES   15.1 Obtaining Approvals   Whenever this Agreement requires our prior approval or consent, you shall make a timely written request to us therefor, and such approval or consent must be obtained in writing. We make no warranties or guarantees upon which you may rely, and assume no liability or obligation to you by providing any waiver, approval, consent, or suggestion to you in connection with this Agreement, or by reason of any neglect, delay, or denial of any request therefor.   15.2 No Waiver   No delay, waiver, omission, or forbearance on our part to exercise any right, option, duty, or power arising out of any breach or default by you, or by any other franchisee, of any of the terms, provisions, or covenants thereof, and no custom or practice by the parties at variance with the terms of this Agreement, shall constitute our waiver to enforce any such right, option, or power as against you, or as to a subsequent breach or default by you. Subsequent acceptance by us of any payments due to us under this Agreement shall not be deemed to be our waiver of any preceding or succeeding breach by you of any terms, covenants, or conditions of this Agreement.   15.3 Notices   All notices or demands shall be in writing and shall be served in person, by Express Mail, by certified mail; by private overnight delivery; or by facsimile. Service shall be deemed conclusively made (a) at the time of service, if personally served; (b) twenty-four (24) hours (exclusive of weekends and national holidays) after deposit in the United States mail, properly addressed and postage prepaid, if served by Express Mail; (c) upon the earlier of actual receipt or three (3) calendar days after deposit in the United States mail, properly addressed and postage prepaid, return receipt requested, if served by certified mail; (d) twenty-four (24) hours after delivery by the party giving the notice, statement or demand if by private overnight delivery; and (e) at the time of transmission by facsimile, if such transmission occurs prior to 5:00 p.m. on a business day and a copy of such notice is mailed within twenty-four (24) hours after the transmission. Notices and demands shall be given to the respective parties at the following addresses, unless and until a different address has been designated by written notice to the other party:             To Franchisor: Kiosk Concepts, Inc.       1110 South Avenue       Staten Island, New York 10314     Attention: President       Fax:             With a copy to: Harold L. Kestenbaum, Esq.     90 Merrick Avenue, Suite 601     East Meadow, New York 11554     Fax: (516) 745-0293             To Master Franchisee: The Grilled Cheese Truck, Inc.     151 North Nob Hill Road, Suite 321     Fort Lauderdale, FL. 33324       Fax:       32\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n            With a copy to: Martin J. Brill, Esq.       Levene, Neale, Bender, Yoo & Brill, LLP     10250 Constellation Blvd., Suite 1700     Los Angeles, CA 90067       Fax: (310 229-1244     Either party may change its address for the purpose of receiving notices, demands and other communications as herein provided by a written notice given in the manner aforesaid to the other party.   16. ENTIRE AGREEMENT; SEVERABILITY AND CONSTRUCTION   16.1 Entire Agreement   This Agreement, any attachments hereto, and any ancillary agreements between you and us or any affiliate which are executed contemporaneously with this Agreement, constitute the entire and complete Agreement between us (and, if applicable, any affiliate) and you concerning the subject matter thereof, and supersede all prior agreements. You acknowledge that you are entering into this Agreement, and any ancillary agreements executed contemporaneously herewith, as a result of your own independent investigation of the business franchised hereby and not as a result of any representation made by us or persons associated with us, or other franchisees, which are contrary to the terms herein set forth or which are contrary to the terms of any Franchise Disclosure Document or other similar document required or permitted to be given to you pursuant to applicable law. Except for those permitted under this Agreement to be made unilaterally by us, no amendment, change, or variation from this Agreement shall be binding on either party unless mutually agreed to by the parties and executed by their authorized officers or agents in writing. Nothing in this Section 16.1 is intended to disclaim, or require you to waive reliance on, any representation made in the Franchise Disclosure Document (the \"FDD\") that we have provided to you, except with respect to specific contract terms and conditions set forth in the FDD that you have voluntarily waived during the course of franchise-sale negotiations.   16.2 Severability and Construction   Except as expressly provided to the contrary herein, each section, paragraph, part, term, and provision of this Agreement shall be considered severable; and if, for any reason, any section, paragraph, part, term, provision, and/or covenant herein is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation by a court or agency having valid jurisdiction, such shall not impair the operation of, or have any other effect upon, such other portions, sections, paragraphs, parts, terms, provisions, and/or covenants of this Agreement as may remain otherwise intelligible; and the latter shall continue to be given full force and effect and bind the parties hereto; and the invalid portions, sections, paragraphs, parts, terms, provisions, and/or covenants shall be deemed not to be a part of this Agreement. Neither this Agreement or any uncertainty or ambiguity in this Agreement shall be construed or resolved against the drafter of this Agreement, whether under any rule of construction or otherwise. On the contrary, this Agreement has been review by all parties and shall be construed and interpreted according to the ordinary meaning of the words used to fairly accomplish the purposes and intentions of all parties to this Agreement. We and you intend that if any provision of this Agreement is susceptible to two or more constructions, one of which would render the provision enforceable and the other or others of which would render the provision unenforceable, the provision shall be given the meaning that renders it enforceable.   33\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  16.3 Survival of Obligations After Expiration or Termination of Agreement   Any provision or covenant of this Agreement which expressly or by its nature imposes obligations beyond the expiration or termination of this Agreement shall survive such expiration or termination.   16.4 Survival of Modified Provisions   You expressly agree to be bound by any promise or covenant imposing the maximum duty permitted by law which is subsumed within the terms of any provision of this Agreement, as though it were separately articulated in and made a part of this Agreement, that may result from striking from any of the provisions of this Agreement any portion or portions which a court or agency having valid jurisdiction may hold to be unreasonable and unenforceable in an unappealed final decision to which we are a party, or from reducing the scope of any promise or covenant to the extent required to comply with such a court or agency order.   16.5 Captions   All captions in this Agreement are intended for the convenience of the parties, and none shall be deemed to affect the meaning or construction of any provision of this Agreement.   16.6 Responsibility   The term \"Master Franchisee\" or \"you\" as used in this Agreement shall refer to each person executing this Agreement as Master Franchisee/you, whether such person is one of the spouses, partners, shareholders, members, trustees, trustors or beneficiaries or persons named as included in Master Franchisee/you, and shall apply to each such person as if he were the only named Master Franchisee in this Agreement.   16.6.1 If Master Franchisee is a married couple, both husband and wife executing this Agreement shall be liable for all obligations and duties of Master Franchisee under this Agreement as if such spouse were the sole Master Franchisee under this Agreement.   16.6.2 If Master Franchisee is a partnership or if more than one person executes this Agreement as Master Franchisee, each partner or person executing this Agreement shall be liable for all the obligations and duties of Master Franchisee under this Agreement.   16.6.3 If Master Franchisee is a trust, each trustee, trustor and beneficiary signing this Agreement shall be liable for all of the obligations and duties of Master Franchisee under this Agreement.   16.6.4 If Master Franchisee is a corporation or limited liability company, all shareholders or members executing this Agreement shall be liable for all obligations and duties of Master Franchisee under this Agreement as if each such shareholder or member were the sole Master Franchisee under this Agreement.   16.6.5 If you are in breach or default under this Agreement, we may proceed directly against each such spouse, partner, signatory to this Agreement, shareholder, member, trustee, trustor or beneficiary without first proceeding against you and without proceeding against or naming in such suit any other Master Franchisee, partner, signatory to this Agreement, shareholder, member, trustee, trustor or beneficiary. The obligations of you and each such spouse, partner, person executing this Agreement, shareholder, member, trustee, trustor and beneficiary shall be joint and several.   34\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  16.6.6 Notice to or demand upon one spouse, partner, person signing this Agreement, shareholder, member, trustee, trustor or beneficiary shall be deemed notice to or demand upon you and all such spouses, partners, persons signing this Agreement, shareholders, members, trustees, trustors and beneficiaries, and no notice or demand need be made to or upon all such Master Franchisee's spouses, partners, persons executing this Agreement, shareholders, members, trustees, trustors or beneficiaries.   16.6.7 The cessation of or release from liability of you, or any such spouse, partner, person executing this Agreement, shareholder, member, trustee, trustor or beneficiary shall not relieve any other Master Franchisee, spouse, partner, person executing this Agreement, shareholder, member, trustee, trustor or beneficiary from liability under this Agreement, except to the extent that the breach or default has been remedied or monies owed have been paid.   16.7 Corporation, Partnership or Limited Liability Company   16.7.1 Except as otherwise approved in writing by us, if you are a corporation, you shall: (a) confine your activities, and your governing documents shall at all times provide that your activities are confined, exclusively to operating the Franchised Business; (b) maintain stop transfer instructions on your records against the transfer of any equity securities and shall only issue securities upon the face of which a legend, in a form satisfactory to us, appears which references the transfer restrictions imposed by this Agreement; (c) not issue any non-voting securities convertible into voting securities; (d) maintain a Schedule of Principals with a current list of all owners of record and all beneficial owners of any class of voting stock of you and furnish the list to us upon request. In addition, each present and future shareholder 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.   16.7.2 If you are a partnership you shall: (a) furnish us with your partnership agreement as well as such other documents as we may reasonably request, and any amendments thereto; and (b) prepare and furnish to us a Schedule of Principals with a current list of all general and limited partners in you. 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.   16.7.3 If you are a limited liability company, you shall: (a) furnish us with a copy of your articles of organization and operating agreement, as well as such other documents as we may reasonably request, and any amendments thereto; (b) prepare and furnish to us a Schedule of Principals with a current list of all members and managers in you; and (c) maintain stop transfer instructions on your records against the transfer of equity securities and shall only issue securities upon the face of which bear a legend, in a form satisfactory to us. In addition, each present and future member 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.   17. APPLICABLE LAW   17.1 Choice of Law   This Agreement shall be interpreted and construed under the laws of the State of New York. In the event of any conflict of law, the laws of New York shall prevail, without regard to the application of such state's conflict of law rules. If, however, any provision of this Agreement would not be enforceable under the laws of New York, and if the Franchised Business is located outside of New York and such provision would be enforceable under the laws of the state in which the Franchised Business is located, then such provision shall be interpreted and construed under the laws of that other state. Nothing in this Section 17.1 is intended by the parties to subject this Agreement to laws, rules, or regulation of any state to which it would not otherwise be subject.   35\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  17.2 Non-Binding Mediation   17.2.1 Franchisor and Franchisee acknowledge that during the term of this Agreement disputes may arise between the parties that may be resolvable through mediation. To facilitate such resolution, Franchisor and Franchisee agree that each party shall submit the dispute between them for non-binding mediation at a mutually agreeable location before commencing litigation proceedings If Franchisor and Franchisee cannot agree on a location, the mediation will be conducted in Staten Island, New York. The mediation will be conducted by one (1) mediator who is appointed under the American Arbitration Association's Commercial Mediation Rules and who shall conduct the mediation in accordance with such rules. Franchisor and Franchisee agree that statements made by Franchisor, Franchisee or any other party in any such mediation proceeding will not be admissible in any other legal proceeding. Each party shall bear its own costs and expenses of conducting the mediation and share equally the costs of any third parties who are required to participate in the mediation .   17.2.2 If any dispute between the parties cannot be resolved through mediation within forty-five (45) days following the appointment of the mediator, the parties agree to resolve such dispute pursuant to litigation in the County of New York, State of New York   17.3 Venue   The parties agree that any action brought by either party against the other in any court, whether federal or state, shall be brought within the County of New York, State of New York at the time the action is initiated, and the parties hereby waive all questions of personal jurisdiction or venue for the purpose of carrying out this provision.   17.4 Non-exclusivity of Remedy   No right or remedy conferred upon or reserved to us or you by this Agreement is intended to be, nor shall be deemed, exclusive of any other right or remedy herein or by law or equity provided or permitted, but each shall be cumulative of every other right or remedy.   17.5 Right to Injunctive Relief   Nothing herein contained shall bar the right of either party to seek and obtain temporary and permanent injunctive relief from a court of competent jurisdiction consistent with this Section 17 in accordance with applicable law against threatened conduct that will in all probability cause loss or damage to you or us.   17.6 Incorporation of Recitals   The recitals set forth in Paragraphs A through C of this Agreement are true and correct and are hereby incorporated by reference into the body of this Agreement.   36\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  18. SECURITY INTEREST   18.1 Collateral   You grant to us a security interest (\"Security Interest\") in all of the furniture, fixtures, equipment, signage, and realty (including your interests under all real property and personal property leases) of the Franchised Business, together with all similar property now owned or hereafter acquired, additions, substitutions, replacements, proceeds, and products thereof, wherever located, used in connection with the Franchised Business. All items in which a security interest is granted are referred to as the \"Collateral\".   18.2 Indebtedness Secured   The Security Interest is to secure payment of the following (the \"Indebtedness\"):   18.2.1 All amounts due under this Agreement or otherwise by you;   18.2.2 All sums which we may, at our option, expend or advance for the maintenance, preservation, and protection of the Collateral, including, without limitation, payment of rent, taxes, levies, assessments, insurance premiums, and discharge of liens, together with interest, or any other property given as security for payment of the Indebtedness;   18.2.3 All expenses, including reasonable attorneys' fees, which we incur in connection with collecting any or all Indebtedness secured hereby or in enforcing or protecting our rights under the Security Interest and this Agreement; and   18.2.4 All other present or future, direct or indirect, absolute or contingent, liabilities, obligations, and indebtedness of you to us or third parties under this Agreement, however created, and specifically including all or part of any renewal or extension of this Agreement, whether or not you execute any extension agreement or renewal instruments.   Our security interest, as described herein, shall be subordinated to any financing related to your operation of the Franchised Business, including, but not limited to, a real property mortgage and equipment leases.   18.3 Additional Documents   You will from time to time as required by us join with us in executing any additional documents and one or more financing statements pursuant to the Uniform Commercial Code (and any assignments, extensions, or modifications thereof) in form satisfactory to us.   18.4 Possession of Collateral   Upon default and termination of your rights under this Agreement, we shall have the immediate right to possession and use of the Collateral.   18.5 Our Remedies in Event of Default   You agree that, upon the occurrence of any default set forth above, the full amount remaining unpaid on the Indebtedness secured shall, at our option and without notice, become due and payable immediately, and we shall then have the rights, options, duties, and remedies of a secured party under, and you shall have the rights and duties of a debtor under, the Uniform Commercial Code of New York (or other applicable law), including, without limitation, our right to take possession of the Collateral and without legal process to enter any premises where the Collateral may be found. Any sale of the Collateral may be conducted by us in a commercially reasonable manner. Reasonable notification of the time and place of any sale shall be satisfied by mailing to you pursuant to the notice provisions set forth above.   37\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  18.6 Special Filing as Financing Statement   This Agreement shall be deemed a Security Agreement and a Financing Statement. This Agreement may be filed for record in the real estate records of each county in which the Collateral, or any part thereof, is situated and may also be filed as a Financing Statement in the counties or in the office of the Secretary of State, as appropriate, in respect of those items of Collateral of a kind or character defined in or subject to the applicable provisions of the Uniform Commercial Code as in effect in the appropriate jurisdiction.   19. ACKNOWLEDGMENTS   19.1 Recognition of Business Risks   You acknowledge that you have conducted an independent investigation of the proposed franchise, and recognize that the business venture contemplated by this Agreement involves business risks and that your success will be largely dependent upon your ability as an independent business person. We expressly disclaim the making of, and you acknowledge that you have not received, any warranty or guarantee, express or implied, as to the potential sales, income, profits, or success of the business venture contemplated by this Agreement, or of other Franchised Businesses.   19.2 Receipt of Franchise Disclosure Document   You acknowledge that you have received a copy of our complete FDD for Master Franchised Businesses at least (14) calendar days prior to the date on which this Agreement was executed or any payment was made to us or any of our affiliates. You acknowledge and agree that we have made no promises, representations, warranties or assurances to you which are inconsistent with the terms of this Agreement or our FDD concerning the profitability or likelihood of success of the Franchised Business, that you have been informed by us that there can be no guaranty of success in the Franchised Business, and that your business ability and aptitude is primary in determining your success.   19.3 Review of Agreement   You acknowledge that you have read and understood this Agreement, the attachments hereto, and agreements relating thereto, if any, and that we have accorded you ample time and opportunity to consult with advisors and counsel of your own choosing about the potential benefits and risks of entering into this Agreement.   19.4 Attorneys' Fees   If we become a party to any legal proceedings concerning this Agreement or the Franchised Business by reason of any act or omission of you or your authorized representatives, you shall be liable to us for the reasonable attorneys' fees and court costs incurred by us in the legal proceedings. If either party commences a legal action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to have and recover from the other party its reasonable attorneys' fees and costs of suit.   19.5 Atypical Arrangements   You acknowledge and agree that we may modify the offer of our franchises to other franchisees in any manner and at any time, which offers have or may have terms, conditions, and obligations which may differ from the terms, conditions, and obligations in this Agreement. You further acknowledge and agree that we have made no warranty or representation that all Master Franchise Agreements previously issued or issued after this Master Franchise Agreement by us do or will contain terms substantially similar to those contained in this Master Franchise Agreement. We may, in our reasonable business judgment and our sole and absolute discretion, due to local business conditions or otherwise, waive or modify comparable provisions of other Master Franchise Agreements executed before or after the date of this Master Franchise Agreement with other Master Franchisees in a non-uniform manner.   38\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  19.6 Limitation of Adjudicative Proceedings   Any and all claims and actions arising out of or relating to this Agreement, the relationship of you and us, or your operation of the Franchised Business, brought by any party hereto against the other, shall be commenced within two (2) years from the occurrence of the facts giving rise to such claim or action, or such claim or action shall be barred.   19.7 Trial by Jury   WE AND YOU EACH HEREBY WAIVE OUR RESPECTIVE RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION, PROCEEDING AND/OR HEARING BROUGHT BY EITHER US OR YOU ON ANY MATTER WHATSOEVER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS AGREEMENT,  THE RELATIONSHIP OF THE PARTIES, THE USE OF THE PROPRIETARY MARKS OR SYSTEM BY YOU, OR ANY CLAIM OF INJURY OR DAMAGE, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY LAW, STATUTE, REGULATION, EMERGENCY OR OTHERWISE, NOW OR HEREAFTER IN EFFECT, TO THE FULLEST EXTENT PERMITTED UNDER LAW.   19.8 Punitive or Exemplary Damages   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.   19.9 Additional Documents   Each of the parties agrees to execute, acknowledge and deliver to the other party and to procure the execution, acknowledgment and delivery to the other party of any additional documents or instruments which either party may reasonably require to fully effectuate and carry out the provisions of this Agreement.   19.10 Counterparts   This Agreement may be executed by the parties in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.   39\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  IN WITNESS WHEREOF, the parties have executed this Agreement on the date first shown above.                   KIOSK CONCEPTS, INC.:                     By:         Witness   Name:         Title:                         MASTER FRANCHISEE :       THE GRILLED CHEESE TRUCK, INC.                     By:         Witness   Name:         Title:         40\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\nSCHEDULE OF PRINCIPALS (Not Applicable)   ANY OTHER PERSON NOT LISTED IN THIS AGREEMENT WHO IS A SPOUSE, PARTNER, AN OFFICER, DIRECTOR, SHAREHOLDER, GENERAL PARTNER OR MEMBER OF MASTER FRANCHISEE:             Name:         Address:       Telephone:   Relationship:                 Name:         Address:       Telephone:   Relationship:                 Name:         Address:       Telephone:   Relationship:                 Name:         Address:       Telephone:   Relationship:                 Name:         Address:       Telephone:   Relationship:                 Name:         Address:       Telephone:   Relationship:\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015\n\n\n\n\n\n\n\n  Attachment A to  Master Franchise Agreement   MASTER TERRITORY AND COMMENCEMENT DATE         MASTER TERRITORY: North America                             COMMENCEMENT DATE: Upon approval of the State of New York.                   KIOSK CONCEPTS, INC.   MASTER FRANCHISEE           THE GRILLED CHEESE TRUCK, INC.                   By:         By:       Name:     Name:   Title:       Title:\n\nSource: SOUPMAN, INC., 8-K, 8/14/2015"}]}, {"title": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "PRODUCT DEVELOPMENT AND CO-BRANDING AGREEMENT", "answer_start": 991}], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "TL", "answer_start": 1443}, {"text": "INTEGRITY INCORPORATED", "answer_start": 1176}, {"text": "d/b/a Time Life Music", "answer_start": 1339}, {"text": "Integrity", "answer_start": 1283}, {"text": "TIME LIFE, INC.", "answer_start": 1299}], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "10th day of January 2000", "answer_start": 1135}], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "This agreement shall commence as of date first above written, and          shall Continue through December 31, 2004 (\"the Term\").", "answer_start": 19511}], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 26467}], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [{"text": "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).", "answer_start": 11474}], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": false}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 5158}, {"text": "Integrity will hold exclusive                   worldwide rights to promote and sell the product to/through                   the following distribution channels: Christian retail (CBA or                   Christian Booksellers Association markets), direct mail                   (including continuity sales, church sales, digital and                   e-commerce sales.)", "answer_start": 6086}], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 25098}, {"text": "In the event of such an", "answer_start": 25014}, {"text": "subsidiary or otherwise, or to any person, firm or corporation into          which or with it might merge or consolidate.", "answer_start": 24892}, {"text": "Either party may, at its election, assign this Agreement or          any of its rights or delegate any of its obligations hereunder, in          whole or in part, to any person, firm or corporation owning or          acquiring all or a substantial portion of its assets, to any person,          firm or corporation that is related to it as an affiliate,", "answer_start": 24488}], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 12272}, {"text": "On sales of products pursuant to this          Agreement (less any returns) TL will pay to Integrity royalties in the          amount of [**]/1/ ($[**]/1/) for each and every unit of the product          sold by it pursuant to this Agreement.", "answer_start": 14031}, {"text": "On sales of printed products (song books) pursuant to this                   Agreement (less any returns) Integrity will pay to TL                   royalties in the amount of [**]/1/ ($[**]/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.", "answer_start": 13043}], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 10306}, {"text": "TL's initial order for each recorded                   Product shall be a minimum of five thousand (5,000) units.", "answer_start": 10558}], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 10851}], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": false}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [{"text": "TL will trademark the series name in joint                   names of TL and Integrity.", "answer_start": 19407}, {"text": "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.", "answer_start": 19158}], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 15994}, {"text": "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.", "answer_start": 17679}, {"text": "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.", "answer_start": 5158}], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 14909}], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 18629}, {"text": "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.", "answer_start": 16951}], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "IntegrityMediaInc_20010329_10-K405_EX-10.17_2373875_EX-10.17_Co-Branding Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "1                                                                    EXHIBIT 10.17\n\n               PRODUCT DEVELOPMENT AND CO-BRANDING AGREEMENT\n\n                         \"SONGS 4 WORSHIP SERIES\"\n\n                      EXCLUDING CONFIDENTIAL PORTIONS\n\n/1/ Indicates information which has been redacted pursuant to a request for     confidential treatment.\n\n2\n\n                    INDEX TO THE CONFIDENTIAL PORTIONS\n\n      PAGE                      SECTION                     LINE(S)          ----                      -------                     -------                                                             1                          1(c)                    3, 4, and 5           3                          3(a)              4, 5, 10, 11, 12 and 13           4                          4(c)                     2, 4 and 5           4                          4(d)                   2, 3, 4 and 5           5                           5                           2\n\n3\n\n               PRODUCT DEVELOPMENT AND CO-BRANDING AGREEMENT                             \"SONGS 4 WORSHIP SERIES\"\n\n      This Agreement, entered into this the 10th day of January 2000, by and between INTEGRITY INCORPORATED, a Delaware corporation with principal offices at 1000 Cody Road, Mobile, Alabama (\"Integrity\") and TIME LIFE, INC., a Delaware corporation d/b/a Time Life Music, with principal offices located at 2000 Duke Street, Alexandria, Virginia 22314 (\"TL\"). The parties wish to produce a series of recorded compilations and companion song books featuring praise and worship repertoires, which will be co-branded and co-marketed throughout the world. Now, therefore, the parties agree as follows:\n\n1.       Product Concept and Creation.\n\n      a.       Product description. The product to be created under the                   series trade name \"Songs 4 Worship\" will be a praise and                   worship continuity series, with each volume in the series                   containing approximately 22 songs. Each volume will be                   manufactured in Double CD, Double Cassette, and song book                   formats, with standard double jewel boxes, inlays, booklets                   and j-cards (the \"Product\"). TL and Integrity will jointly                   develop the repertoire, and all repertoire selections are                   subject to master, mechanical and print rights clearance in                   accordance with the financial terms established below. The                   exact songbook format, song selection and number of songbook                   volumes has not yet been determined, and TL has no obligation                   to sell any songbooks produced pursuant to this Agreement.\n\n      b.       Branding. The Product will prominently display the \"Songs 4                   Worship\" logo and trademark (or other logo as mutually                   approved) and will also bear the labels of \"Time Life Music\"                   and \"Integrity Music\" in equal proportion on the exterior of                   Product packaging. The \"Integrity Music\" and \"Time Life Music\"                   logos will be used on advertising whenever possible, and it is                   understood that neither logo will be used without the other                   with reference to the Product.\n\n      c.       Integrity's responsibilities. Integrity will obtain master                   lease and print agreements with all third party owners of                   masters embodied in the Product at its own expense. 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.\n\n--------------- /1/ Indicates information which has been redacted pursuant to a request for     confidential treatment.\n\n4\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n      d.       TL's responsibilities. At its sole expense, TL will create all                   artwork for Product covers and packaging, and furnish                   Integrity with the same for manufacturing of the Products. All                   such artwork will be subject to Integrity's reasonable                   approval. (Integrity agrees to respond to any request for                   approval within five (5) business days after Integrity's                   receipt of request and samples.) In addition, TL will pay all                   mastering expense required in preparation for manufacturing.\n\n      e.       Shared expenses. The parties agree to share equally in costs                   of additional products created (excluding the Product, and                   song books, which such song books shall be created at                   Integrity's sole discretion and expense), by mutual agreement                   under the \"Songs 4 Worship\" branding.\n\n2.       Marketing and Distribution.\n\n      a.       Time Life Distribution. 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. TL                   will have Internet and e-commerce rights with respect to its                   own web site and other General Market e-commerce. In addition,                   TL may cross-sell the products to its internal list by inserts                   placed in mailings for other TL products and services (but                   excluding direct mail campaigns for the Product.) TL may                   obtain television and/or direct response rights in certain                   international territories upon Integrity's agreement.\n\n      b.       Integrity Distribution. Integrity will hold exclusive                   worldwide rights to promote and sell the product to/through                   the following distribution channels: Christian retail (CBA or                   Christian Booksellers Association markets), direct mail                   (including continuity sales, church sales, digital and                   e-commerce sales.) Integrity will have Internet and e-commerce                   rights with respect to its own web site and other Christian                   e-commerce. Integrity shall have the right to license                   distribution of the Product through all channels of                   distribution throughout the remainder of the world.\n\n      c.       Selling Price. The parties agree that the initial suggested                   retail selling price for the products will be $19.95 for CD's,                   $17.95 for Cassettes, and $19.95 for song books. Any change in                   the suggested retail selling price will be mutually agreed by                   the parties. The parties acknowledge that they cannot control                   the prices set by independent retailers and resellers, but                   agree that sales by the parties hereto via e-commerce will be                   the same, and such will be mutually agreed.\n\n                                    2\n\n5\n\n      d.       Mailing Lists. The parties hereby agree that they will                   mutually share mailing list data of purchasers of the products                   created hereunder in exchange for names of equal value, (i.e.,                   an expired name for an expired name, active buyer for active                   buyer.) TL specifically agrees to supply Integrity with data                   on former subscribers to its \"Songs 4 Life\" series, who have                   subsequently canceled for the express purpose of soliciting                   Product continuity subscriptions.\n\n      e.       Retail release. The, parties will mutually agree upon the date                   the products shall be released to retail (General Market and                   CBA); and it is hereby agreed that such release shall be                   simultaneous (i.e., television and direct response will have a                   period of exclusivity before the products are available at                   retail).\n\n3.       Product sales to TL.\n\n      a.       Integrity will, upon receipt of approved purchase orders from                   TL, sell to TL in non-returnable box lot quantities, TL's                   requirements products rates calculated on the following basis                   (plus freight). The copyright royalty on recorded products is                   based on [**]/1/% of the then current statutory mechanical                   rate, and on song books, [**]/1/ percent ([**]/1/%) of the                   retail selling price (prorated to each copyright holder).                   Integrity may adjust the prices charged to TL on each volume                   to accurately reflect the then-current royalty obligation to                   all parties, including Integrity.\n\n                                                                            CD           Cassette        Song book\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n                                                                         ---------       --------        ---------                                                                                                                      Manufacturing                                              $ [**]/1/       $ [**]/1/       $ [**]/1/                  (May be adjusted if actual costs exceed above amounts)\n\n              Master Lease royalty                                         [**]/1/         [**]/1/         -None-\n\n              Copyright royalty                                            [**]/1/         [**]/1/         [**]/1/                  (Based on 75% of $.075 statutory rate X 22)                -----           -----           -----\n\n                                   Approximate Total                     $ [**]/1/       $ [**]/1/       $ [**]/1/\n\n      b.       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. TL's initial order for each recorded                   Product shall be a minimum of five thousand (5,000) units.\n\n--------------- /1/ Indicates information which has been redacted pursuant to a request for     confidential treatment.\n\n                                    3\n\n6\n\n      c.       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).\n\n4.       Royalties payable by Integrity.\n\n      a.       Integrity will pay and be responsible for all royalties due to                   owners of the recorded masters, which such royalties will be                   inclusive of all performer, artist, producer and other fees.\n\n      b.       Integrity will pay and be responsible for all royalties to the                   copyright owners of the compositions embodied in the recorded                   masters (or song books), such royalties commonly known as                   mechanical royalties or print royalties.\n\n      c.       On sales of recorded products pursuant to this Agreement (less                   any returns) Integrity will pay to TL royalties in the amount                   of [**]/1/ ($[**]/1/) for each and every unit of the product                   sold by Integrity in the United States pursuant to this                   Agreement, and [**]/1/ the foregoing rate or [**]/1/ percent                   ([**]/1/%) of Integrity's net receipts, whichever is less, on                   subject products outside the United States. For purposes of                   this Agreement, \"net receipts\" shall be the amount received by                   a party in the United States, after deduction of any exchange                   fees, commissions, or expenses to collect.\n\n      d.       On sales of printed products (song books) pursuant to this                   Agreement (less any returns) Integrity will pay to TL                   royalties in the amount of [**]/1/ ($[**]/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. No royalties will be paid to TL on printed                   products, until Integrity shall have recouped its                   out-of-pocket production costs from such royalties payable to                   TL pursuant to this subparagraph.\n\n--------------- /1/ Indicates information which has been redacted pursuant to a request for     confidential treatment.\n\n                                    4\n\n7\n\n5.       Royalties payable by TL. On sales of products pursuant to this          Agreement (less any returns) TL will pay to Integrity royalties in the          amount of [**]/1/ ($[**]/1/) for each and every unit of the product          sold by it pursuant to this Agreement.\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n6.       Accountings. Accounting statements and, if applicable, royalty payments          for products sold will be rendered by each party quarterly within sixty          (60) days after the expiration of each calendar quarter. Only products          which have been paid or credited to the account of the seller shall be          deemed sold. No royalties will be payable on the sales of any products          by any third-party distributors or licensees until such time as          accountings and payment or final credit therefor has been received by          the paying party. 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. Such auditing party          must make specific written objection within such two (2) year period.          Thereafter, it will be deemed to have consented to any such statements          or accountings which will then be considered an account stated as          between the parties, not subject to any objection for any reason          whatsoever. Provided the objecting party has made timely written          objection, as aforesaid, such party may file an action regarding same          within two (2) years and six (6) months after the applicable statement          is rendered, after which time any such action will be deemed barred.\n\n7.       Sound Recording Copyright and Trademark License.\n\n      a.       Integrity Trademarks. 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. TL 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 Integrity guidelines. Integrity                   warrants that it has all rights to grant TL the right to use                   the Integrity Trademarks and will indemnify and hold TL                   harmless with respect thereto. 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.\n\n--------------- /1/  Indicates information which has been redacted pursuant to a request for      confidential treatment.\n\n                                    5\n\n8\n\n      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. It is understood that Integrity will                   not acquire and will not claim any title to the TL Trademarks                   adverse to TL by virtue of this license, or through                   Integrity's use of the TL Trademarks.\n\n      c.       Sound Recording Copyright. 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.\n\n      d.       Series Trademark. TL will trademark the series name in joint                   names of TL and Integrity.\n\n8.       Term. This agreement shall commence as of date first above written, and          shall Continue through December 31, 2004 (\"the Term\"). Thereafter, the          parties must mutually agree in writing to extend the term for          additional periods of time.\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n9.       Warranties; Suspension, Termination\n\n      a.       Each party hereto warrants, represents, covenants and agrees                   that it has the right and power to enter into this Agreement,                   to grant the rights herein granted by it, and to perform the                   services agreed to be performed by it hereunder, and that no                   materials, ideas or other properties furnished or designated                   by it is subject to any restriction whatsoever, or is                   violative of the rights of any person, firm or corporation,                   including, without limitation, contract rights, copyrights and                   rights of privacy.\n\n      b.       If, because of an act of God, inevitable accident, fire,                   lockout, strike or other labor dispute, riot or civil                   commotion, act of public enemy, enactment, rule, order or act                   of any government or governmental instrumentality (whether                   federal, state, local or foreign), failure of technical                   facilities, failure or delay of transportation facilities,                   illness or incapacity of any performer or producer, or other                   cause of a similar or\n\n                                    6\n\n9\n\n               different nature not reasonably within either party's control,                   such party is materially hampered in the recording,                   manufacture, distribution or sale of phonograph records, or                   its normal business operations become commercially                   impractical, then without limiting its rights, it will have                   the option upon notice to suspend the Term of this Agreement                   for the duration of any such contingency. In the event of a                   suspension owing to a \"force majeure,\" which suspension                   exceeds six (6) consecutive months, the non-suspending party                   may terminate this Agreement upon ten (10) days written notice                   to other, but only if such \"force majeure\" does not affect a                   substantial portion of the United States recording industry or                   the suspension is not lifted by the suspending party within                   ten (10) days of the receipt of the written notice from the                   other party.\n\n10.      Indemnification. Each party hereto agrees to indemnify the other party          and save and hold the other harmless from any and all claims, causes of          action, damages, liabilities, costs, losses, and expenses (including          legal costs and attorneys' fees) arising out of or connected with any          claim, demand or action which is inconsistent with any of the          warranties, representations, covenants or agreements which the          indemnifying party has made in this Agreement. Pending the          determination and settlement of any such claim, demand or action, the          non-indemnifying party will have the right, at its election, to          withhold payment to you of any monies otherwise payable hereunder, in          an amount reasonably related to that claim, demand or action, and its          estimated costs and expenses (including legal costs and attorneys'          fees) in connection therewith.\n\n11.      Notices. The respective addresses for each party for all purposes          hereunder are set forth on page 1 hereof, unless and until notice of a          different address is received by the party being notified of a change          of address. All notices will be in writing and will either be served by          personal delivery (to an officer of each company), by mail or by          telegraph, in each case with all charges prepaid. Notices will be          deemed effective when personally delivered, mailed certified mail or          similar delivery requiring a signature upon delivery, all charges          prepaid, except for notice of change of address, which will be          effective only when received by the party notified. A copy of each          notice to Integrity will be simultaneously sent to Business & Legal          Affairs, Integrity Incorporated, 1000 Cody Road, Mobile, AL 36695, and          a copy of each notice to TL will be simultaneously sent to Law and          Business Affairs, Time Life Music, 2000 Duke Street, Alexandria, VA          22314. The failure to send courtesy copies of notices will not be          deemed a breach of this Agreement nor will it diminish the          effectiveness of such notice.\n\n12.      Assignment. Either party may, at its election, assign this Agreement or          any of its rights or delegate any of its obligations hereunder, in          whole or in part, to any person, firm or corporation owning or          acquiring all or a substantial portion of its assets, to any person,          firm or corporation that is related to it as an affiliate,\n\n                                    7\n\n10\n\n      subsidiary or otherwise, or to any person, firm or corporation into          which or with it might merge or consolidate. In the event of such an\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001\n\n\n\n\n\n      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.\n\n13.      Miscellaneous\n\n      a.       This Agreement contains the entire understanding of the                   parties hereto relating to the subject matter hereof and                   cannot be changed or terminated except by an instrument signed                   by the party to be bound. A waiver by either party of any term                   or condition of this Agreement in any instance will not be                   deemed or construed as a waiver of such term or condition for                   the future, or of any subsequent breach thereof. All remedies,                   rights, undertakings, obligations, and agreements contained in                   this Agreement will be cumulative and none of them will be in                   limitation of any other remedy, right, undertaking, obligation                   or agreement of either party. The headings of the paragraphs                   hereof are for convenience only and will not be deemed to                   limit or in any way affect the scope, meaning or intent of                   this Agreement or any portion thereof.\n\n      b.       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. The venue for any                   controversy or claim arising out of or relating to this                   Agreement or breach thereof, shall be the appropriate state                   and federal courts located in Nashville, Tennessee.                   Accordingly, each party hereto consents and submits to the                   jurisdiction of such courts. The prevailing party in any such                   dispute arising hereunder will be entitled to recover from the                   other party its reasonable attorneys' fees in connection                   therewith in addition to the costs thereof.\n\n      c.       If any part of this Agreement will be determined to be invalid                   or unenforceable by a court of competent jurisdiction or by                   any other legally constituted body having jurisdiction to make                   such determination, the remainder of this Agreement will                   remain in full force and effect.\n\n      d.       EACH PARTY HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL                   OR HAS HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY                   INDEPENDENT LEGAL COUNSEL OF ITS CHOICE FOR PURPOSES OF                   ADVISING IT IN CONNECTION WITH THE NEGOTIATION AND EXECUTION                   OF THIS AGREEMENT. IF EITHER PARTY HAS NOT BEEN\n\n                                    8\n\n11\n\n               REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE IN                   CONNECTION WITH THIS AGREEMENT, SUCH PARTY ACKNOWLEDGES AND                   AGREES THAT ITS FAILURE TO BE REPRESENTED BY INDEPENDENT LEGAL                   COUNSEL IN CONNECTION WITH THIS AGREEMENT WAS DETERMINED                   SOLELY BY IT.\n\n      IN WITNESS WHEREOF, the parties have signed below.\n\nINTEGRITY INCORPORATED                      TIME LIFE, INC. Tax ID#63-0952549                           Tax ID#                                                    -----------------------------\n\nBy: /s/ Jerry W. Weimer                     By: /s/ Mark Stevens     -----------------------------------         --------------------------------     Jerry W. Weimer, Ex. Vice President         Mark Stevens, President     Chief Operating Officer\n\nBy: /s/ Don Mayes     -----------------------------------     Don Mayes, Director     Business and Legal Affairs\n\n                                   9\n\nSource: INTEGRITY MEDIA INC, 10-K405, 3/29/2001"}]}, {"title": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "Media Content and License Agreement", "answer_start": 54}], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Oceanic Time Warner Cable", "answer_start": 16}, {"text": "Watchit Media", "answer_start": 46}], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": true}, {"answers": [{"text": "Effective Dates: September 1, 2006, August 31, 2007", "answer_start": 91}], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "This agreement will be in effect until the end of 2006 and will be evaluated at that time.", "answer_start": 1750}], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 903}, {"text": "Oceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.", "answer_start": 514}], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 608}], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": false}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "WatchitMediaInc_20061201_8-K_EX-10.1_4148672_EX-10.1_Content License Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.1\n\n\n\nOceanic Time Warner Cable and Watchit Media Content and License Agreement\n\nEffective Dates: September 1, 2006, August 31, 2007\n\nWatchit agrees to provide Oceanic Time Warner Cable the following content:\n\n- Watchit Gaming Guides - Lunchtime with Ira segments every week\n\nWatchit will provide the content on BetaSp format and reserves the right to modify the content to reflect sponsorship by an advertiser and advertisers.\n\nOceanic Time Warner Cable agrees to not edit or modify the above content.\n\nOceanic Time Warner Cable will use the content solely on channel 777, the Las Vegas channel.\n\nIn 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.\n\nWatchit 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.\n\nOceanic Time Warner Cable will include the following disclaimer on the Watchit Content: \"The materials shown are for entertainment purposes only and does not provide any guarantees of winning or improving your odds of winning on this program. The rules of the games as shown may not apply to all properties and may change from time to time.\"\n\nOcean Time Warner Cable will provide Watchit with data on viewership to both Channel 777 and specifically to the content provided by Watchit.\n\nOcean Time Warner Cable will be able to not include any content that it deems inappropriate or distasteful.\n\nThis agreement will be in effect until the end of 2006 and will be evaluated at that time.\n\nBoth parties agree to discuss use of information gathered form this arrangement before using it in any kind of promotional or public message.\n\nAccepted by:\n\n            Oceanic Time Warner Cable/Date\n\nWatchit Media/Date\n\nSource: WATCHIT MEDIA, INC., 8-K, 12/1/2006"}]}, {"title": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "RESELLER AGREEMENT", "answer_start": 45}], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "MEDIANET GROUP TECHNOLOGIES", "answer_start": 343}, {"text": "MediaNet Group Technologies, Inc.", "answer_start": 212}, {"text": "RESELLER", "answer_start": 45}, {"text": "International Direct Response, Inc.", "answer_start": 385}], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "19 day of March, 2004", "answer_start": 121}], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "19 day of March, 2004", "answer_start": 121}], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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\").", "answer_start": 9803}], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 9999}], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "The laws of the State of Florida shall govern this      Agreement, without reference to conflicts of law provisions.", "answer_start": 14953}], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 18251}], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": false}, {"answers": [{"text": "Either party may terminate the Agreement on 60-days written notice during a      renewed term.", "answer_start": 10178}, {"text": "The Reseller Agreement can be terminated at any time at the discretion of either party.", "answer_start": 22129}], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "Reseller may nat assign or otherwise transfer this Agreement without      MediaNet Group Technologies's prior written consent except to a successor.", "answer_start": 14425}], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.", "answer_start": 23078}, {"text": "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.", "answer_start": 21103}, {"text": "MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.", "answer_start": 22958}, {"text": "MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.", "answer_start": 22594}], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "Reseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\"", "answer_start": 1022}], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 24204}], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 8198}], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 3772}], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "EXHIBIT 10.25                                RESELLER AGREEMENT\n\nTHIS AGREEMENT (the \"AGREEMENT\") entered into as of the 19 day of March, 2004 (the \"EFFECTIVE DATE\") provides the terms and conditions under which MediaNet Group Technologies, Inc., a Nevada corporation having an address at 5100 W. Copans Road Suite 710 Margate, FL 33063 USA (\"MEDIANET GROUP TECHNOLOGIES\"), authorizes International Direct Response, Inc., a Pennsylvania Corporation, having an address at 1125 Lancaster Avenue, Berwyn, PA 19312(\"RESELLER\") to be its true and lawful representative and agent for the purpose of reselling licenses of the MediaNet Group Technologies Portals (\"PORTALS\") and other MediaNet Group Technologies products and services in accordance with the terms and conditions contained in this Agreement. This Agreement, together with the other agreements and schedules referenced in it, contains the complete terms and conditions between the parties.\n\nMEDIANET GROUP TECHNOLOGIES AND RESELLER AGREE AS FOLLOWS:\n\n1.   LICENSE\n\nReseller is hereunder licensed to market MediaNet Group Technologies' Brand-A-Port portals (\"PORTALS\") and to resell MediaNet Group Technologies products and services for compensation in accordance with the annexed \"RESELLING SCHEDULE.\" Under the terms and conditions as outlined in this Agreement.\n\n2.   RESELLING\n\nThe Reseller intends to market the Portals to companies and various businesses and individuals (\"BUYERS\") who may include corporations, small businesses, religious organizations, network marketing, franchise, business opportunities, chains, charities, organizations and other companies that would have a use for individual and multiple portals. The purpose of this Agreement is to define the scope of compensation for the marketing of Portals to these potential customers. During the Term of this Agreement, Reseller shall have the right to market Brand-A-Port Portals, both through the existing Brand-A-Port Portal under the License and independently to Buyers for resale, subject to approval by MediaNet Group Technologies.\n\n3.   COMPENSATION\n\nMediaNet Group Technologies shall pay Reseller a fee in accordance with the annexed Fee Schedule. MediaNet Group Technologies will remit payment as directed by Reseller in the time frames noted on the Compensation Schedule attached hereto.\n\n4.   PUBLICITY AND ADVERTISING\n\nSubject to Section 7, Reseller and MediaNet Group Technologies agree that broad publicity with respect to the relationship developed by this Agreement, and the advantages of such relationship, will be permitted and actively encouraged and supported by both parties. This publicity initiative will include, but is not limited to, a press releases issued by Reseller and MediaNet Group Technologies, publicizing the strategic alliance between the parties, on site promotion and email campaigns. In this regard, Reseller and MediaNet Group Technologies shall agree on the form, content of the press release prior to its release. MediaNet Group Technologies must approve any advertising prior to issuance and placement.\n\n5.   PROPRIETARY RIGHTS\n\n5.1 OWNERSHIP. 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).\n\nReseller Agreement                                     Initials ______   _______                                        1\n\n5.2 INTELLECTUAL PROPERTY. Nothing herein shall grant a party any right,      title or interest in the other party's Intellectual Property, except as      explicitly set forth herein. 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.\n\n5.3 INTELLECTUAL PROPERTY WARRANTY. The MediaNet Group Technologies      BrandAPort Service and the operation of the site(s) and co-branded site(s)      as currently operated by MediaNet Group Technologies, Inc. is designed to      provide a link taking the end-user to it's originating website. Other than      claims arising out of the use of the BrandAPort services, MediaNet Group      Technologies shall not be responsible for unauthorized use of the      Co-branded sites by Reseller, users of Reseller's or Buyers' Sites.\n\n6.   CONFIDENTIALITY\n\n6.1 CONFIDENTIALITY INFORMATION. Each party (the \"RECEIVING PARTY\")      acknowledges that by reason of its relationship to the other party (the      \"DISCLOSING PARTY\") hereunder, the Receiving Party will have access to      certain information and materials, including the terms of this Agreement,      concerning the Disclosing Party's business, plans, technology, products and      services that are confidential and of substantial value to the Disclosing      Party, which value would be impaired if such information were disclosed to      third parties (\"CONFIDENTIAL INFORMATION\"). The Receiving Party agrees that\n\n\n\n\n\nit shall not use in any way for its own account or the account of any third      party, nor disclose to any third party, any such Confidential Information      revealed to it by the Disclosing Party. The Receiving Party shall take      every reasonable precaution to protect the confidentiality of Confidential      Information. Upon request by the Receiving Party, the Disclosing Party      shall advise whether or not it considers any particular information to be      Confidential Information. The Receiving Party shall not publish any      technical description of the Disclosing Party's Confidential Information      beyond any descriptions published by the Disclosing party. In the event of      expiration or termination of this Agreement, there shall be no use or      disclosure by the Receiving Party of any Confidential Information of the      Disclosing Party, and the Receiving Party shall not develop any software,      devices, components or assemblies utilizing the Disclosing Party's      Intellectual Property. Both parties agree that the terms and conditions of      this Agreement are confidential and shall not be disclosed to any third      party, unless disclosure is compelled by final, non-appealable order of a      court of competent jurisdiction.\n\n6.2 EXCLUSIONS. Confidential Information does not include information      permitted to be disclosed under section 5 and any information that the      Receiving Party can demonstrate by written records: (a) was known to the      Receiving Party prior to its disclosure hereunder by the disclosing party;      (b) is independently developed by the Receiving Party; (c) is or becomes      publicly known through no wrongful act of the Receiving Party; (d) has been      rightfully received from a third party whom the Receiving party has      reasonable grounds to believe is authorized to make such disclosure without      restriction; (e) has been approved for public release by the Disclosing      Party's prior written authorization, or (f) must be produced or disclosed      pursuant to applicable law, regulation or court order, provided that the      receiving party provides prompt advance notice thereof to enable the      disclosing party to seek a protective order or otherwise prevent such      disclosure. In addition, Reseller and MediaNet Group Technologies may      disclose the existence and terms of this Agreement in connection with a      potential acquisition of substantially the entire business of the other      party, or a private or public offering of securities of either party.\n\nReseller Agreement                                     Initials ______   _______                  &sbsp;                     2\n\n7.   LIMITATION OF LIABILITY\n\nNEITHER RESELLER NOR MEDIANET GROUP TECHNOLOGIES MAKES ANY WARRANTY WHATSOEVER WITH REGARD TO THE FEATURES, FUNCTIONS, PERFORMANCE, QUALITY OR OTHER CHARACTERISTICS OF THE SERVICE EACH COMPANY PROVIDES. 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. RESELLER SHALL NOT BE LIABLE TO MEDIANET GROUP TECHNOLOGIES OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICE. MEDIANET GROUP TECHNOLOGIES SHALL NOT BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE MEDIANET GROUP TECHNOLOGIES SERVICE OR ANY IMAGES OBTAINED BY USING THE MEDIANET GROUP TECHNOLOGIES SERVICES.\n\n8.   DISCLAIMERS\n\nMEDIANET GROUP TECHNOLOGIES DISCLAIMERS. MEDIANET GROUP TECHNOLOGIES MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE MEDIANET GROUP TECHNOLOGIES, PICTUREJUDGE OR BRANDAPORT SERVICE, AND MEDIANET GROUP TECHNOLOGIES SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. MEDIANET GROUP TECHNOLOGIES DOES NOT WARRANT THAT THE OPERATION OF THE MEDIANET GROUP TECHNOLOGIES SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHERMORE, MEDIANET GROUP TECHNOLOGIES DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE RESULTS OF THE USE OF THE MEDIANET GROUP TECHNOLOGIES SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.\n\n9.   TERMS AND TERMINATION\n\n9.1 TERM. 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\"). 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.      Either party may terminate the Agreement on 60-days written notice during a      renewed term. However, in no event shall termination of this Agreement by      MediaNet Group Technologies relieve it of the obligation to remit payment      to Reseller for sales or Portals, Hosting Services or other products and      services to or through Buyers contracted by Reseller prior to such      termination. The obligation to remit payment cease 30 days after      termination of this Agreement.\n\n9.2 TERMINATION FOR BREACH OR INSOLVENCY. A party shall have the right to      terminate this Agreement on written notice if (a) the other party ceases to      do business in the ordinary course or is insolvent (i.e., unable to pay its      debts in the ordinary course as they come due), or is declared bankrupt, or      is the subject of any liquidation or insolvency proceeding which is not      dismissed within 90 days, or makes any assignment for the benefit of      creditors, or (b) the other party breaches any material term of this      Agreement, including timely payments, and fails to cure such breach within      30 days after written notice thereof (collectively referred to here in as      \"TERMINATING EVENTS\"). 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\n\n\n\n\n\ndue 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.\n\nReseller Agreement                                     Initials ______   _______                           &sbsp;            3\n\n10.  EFFECT OF TERMINATION\n\nUpon the expiration or termination of this Agreement:\n\n10.1 Each party shall, within 30 days of such expiration or termination      return to other party or destroy all Confidential Information and all other      material received from such other party.\n\n10.2 All rights granted by Reseller hereunder to MediaNet Group      Technologies shall terminate. All rights granted by MediaNet Group      Technologies hereunder to Reseller shall terminate, subject to the      continuing obligation of MediaNet Group Technologies to remit payment      pursuant to the provisions of Section 8.\n\n10.3 Sections 5, 6, 7, 9.2 10, 11, 12 and 13 shall survive the expiration      or termination of this Agreement for any reason.\n\n11.  REMEDIES\n\n11.1 INDEMNIFICATION. Reseller and MediaNet Group Technologies shall      indemnify and hold harmless each other, and their respective directors,      officers, employees, and agents, from and against all claims, losses,      damages and expenses (including reasonable attorney's fees) resulting from      the breach of any agreement, representation or warranty set forth herein;      provided the indemnified party provides the indemnifying party with (i)      prompt written notice of such claim or action, (ii) sole control and      authority over the defense or settlement of such claim or action and (iii)      proper and full information and reasonable assistance to defend and/or      settle any such claim or action.\n\n11.2 INJUNCTIVE RELIEF. The parties acknowledge that the breach or      threatened breach of this Agreement by Reseller would cause irreparable      harm to MediaNet Group Technologies, the extent of which would be difficult      to ascertain. Accordingly, each party agrees that, in addition to any other      remedies to which MediaNet Group Technologies may be legally entitled,      MediaNet Group Technologies may seek immediate injunctive relief in the      event of a breach or threatened breach of such sections by the Reseller or      any of Resellers employees or subcontractors.\n\n12.  RESELLER PORTAL\n\nIf applicable, MediaNet Group Technologies shall produce a Branded Portal for Licensee under terms as outlined in a Portal Agreement attached hereto.\n\n13.  MISCELLANEOUS\n\n13.1 ASSIGNMENT. This Agreement will be binding upon and inure to the      benefits of the parties hereto and their permitted successors and assigns.      Reseller may nat assign or otherwise transfer this Agreement without      MediaNet Group Technologies's prior written consent except to a successor.\n\n13.2 WAIVER AND AMENDMENT. No modifications, amendment or waiver of any      provision of this Agreement shall be effective unless in writing and signed      by the party to be charged. No failure or delay by either party in      exercising any right, power, or remedy under this Agreement shall operate      as a waiver of any such right, power or remedy.\n\n13.3 GOVERNING LAW. The laws of the State of Florida shall govern this      Agreement, without reference to conflicts of law provisions.\n\n13.4 NOTICES, ETC. Any notice required or permitted by this Agreement shall      be deemed given if delivered by registered mail, postage prepaid, addressed      to the other party at the address shown at the beginning of this Agreement      or at such other address for which such party gives notice hereunder.      Delivery shall be deemed effective 3 days after deposit with postal\n\nReseller Agreement                                     Initials ______   _______                                        4\n\nauthorities. Email, facsimile or other form of transmission pursuant to      which MediaNet Group Technologies receives actual notice of the accounts      into which the funds are to be wired may give notices of the accounts into      which payment is to be wired shall be effective and MediaNet Group      Technologies shall be entitled to rely upon them as if they were sent in      accordance with the notice provisions of this paragraph.\n\n13.5 INDEPENDENT CONTRACTORS. The parties are independent contractors with      respect to each other. Each party is not and shall not be deemed to be an      employees, agent, joint venture Reseller or legal representative of the      other for any purpose and shall not have any right, power, or authority to      create any obligation or responsibility on behalf of the other.\n\n13.6 SEVERABILITY. If any provision of this Agreement shall be held by a      court of competent jurisdiction to be contrary to law, such provision shall      be changed and interpreted so as to best accomplish the objectives of the      original provision to the fullest extent allowed by law and the remaining\n\n\n\n\n\nprovisions of this Agreement shall remain in full force and effect.\n\n13.7 COMPLETE UNDERSTANDING. This Agreement constitutes the final, complete      and exclusive agreement between the parties with respect to the subject      matter hereof, and supersedes any prior or contemporaneous agreement,      either written or oral.\n\n13.8 FORCE MAJEUR. Except with respect to obligations to make payments      hereunder, neither party shall be deemed in default hereunder, nor shall it      hold the other party responsible for, any cessation, interruption or delay      in the performance of its obligations hereunder due to causes beyond its      reasonable control including, but not limited to: earthquake, flood, fire,      storm or other natural disaster, act of God, labor controversy or threat      thereof, civil disturbance or commotion, disruption of the public markets,      war or armed conflict or the inability to obtain sufficient material,      supplies, labor, transportation, power or other essential commodity or      service required in the conduct of its business, including internet access,      or any change in or the adoption of any law, ordinance, rule, regulation,      order, judgment or decree.\n\n13.9 CONTENT. It is agreed that MediaNet Group Technologies shall have      complete control of content on the Portals with the exception of the      customized pages and links on contracted portals, and these pages and links      are subject to MediaNet Group Technologies's approval.\n\n13.10 NO 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.\n\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the day and year last set forth below.\n\nMEDIANET GROUP TECHNOLOGIES, INC.          LEGAL NAME:                                             Michael Guyer\n\n/s/ Martin A.Berns                         /s/ Michael Guyer  ---------------------------------          ------------------------------------  Signature                                  Signature\n\nBy: Martin A. Berns                        By: Michael Guyer\n\nTitle: Chief Executive Officer             Title: VP & Director of Marketing\n\nName of Master Reseller (if applicable):____________ Approved by:_______________\n\nReseller Agreement                                     Initials ______   _______                                        5\n\nLICENSE RESELLING SCHEDULE\n\nResellers 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.\n\nTHE PLAN\n\nThe MediaNet Group Technologies Reseller Plan is free to join. Under the plan, resellers market and promote MediaNet Group Technologies's software product range to their existing customer base and the general Internet community. By referring a customer to the MediaNet Group Technologies web site, the reseller receives a commission for customer's purchase of the MediaNet Group Technologies Brand-A-Port software.\n\nMARKETING AND PROMOTION\n\nResellers are expected to actively market and promote MediaNet Group Technologies Software to their existing customer base and visitors to their web site. Promotion by newsletters and e-mail to customers is encouraged, but we do not encourage spam e-mail and hence specifically ask resellers not to promote MediaNet Group Technologies Software or Applications via unsolicited e-mail.\n\nRESELLER LINK\n\nCustomers are identified as coming from a particular reseller by placing a link(s) on their web site, which contains a cookie (i.e.. small packet of code) which identifies the reseller. On acceptance into the program, MediaNet Group Technologies issues the reseller with the cookie and instructions on how to insert the cookie into their web site.\n\nWHAT PRODUCTS ARE AVAILABLE FOR RESALE?\n\nProducts which can be resold, include: Brand-A-Port Gold (Generic Portal), Brand-A-Port Platinum Portal and Branded PictureJudge applications. MediaNet Group Technologies may offer additional products from time to time.\n\nCOMMISSION\n\nMediaNet 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. Commissions are only paid each month if the amount owing exceeds $100 US. MediaNet Group Technologies reserves the right to change the level of commission\n\n\n\n\n\nwith out notice. Commission is not paid on MediaNet Group Technologies's free-ware programs. (pricing and products subject to change without notice).\n\nCUSTOMER CONTACT\n\nOnce a customer has come from the reseller to the MediaNet Group Technologies web site, MediaNet Group Technologies deals with the customer directly, issuing the software from the MediaNet Group Technologies server and billing the customer. MediaNet Group Technologies handles all technical support and refund issues.\n\nREFUNDS\n\nIf a refund is issued to a customer who came from a reseller, the reseller's account is adjusted accordingly.\n\nTERMINATION\n\nThe Reseller Agreement can be terminated at any time at the discretion of either party.\n\nReseller Agreement                                     Initials ______   _______                                        6\n\nCOMPENSATION SCHEDULE\n\nThis Compensation Schedule is attached hereto and made a part thereof that certain Reseller Agreement of even date:\n\nReseller shall be entitled to receive compensation in the following manner:\n\nCOMPENSATION:\n\nBSP REWARDS PROGRAM: MediaNet shall, upon collection, remit to Member Provider _1_% of the net Rewards earned by Members through and provided directly by it, and _1_% of the net Member Rewards received and collected that is earned through Merchants, Companies, Organizations, Groups and individuals that have been contracted through Member Provider.\n\nBRAND-A-PORT OR BSP PORTAL SALES: MediaNet shall remit to Member Provider 20% of the price of each Portal sold directly by it.\n\nBSP MONTHLY HOSTING FEES: In addition, MediaNet shall remit to Member Provider an amount equal to 10% of the hosting fees paid by Buyers who purchase portals or host websites with MediaNet as a direct result of the activities of Member Provider, whether those activities are sold through the portal or independent of it.\n\nPAYMENT OF COMPENSATION (SUBJECT TO RECEIPT OF GOOD, VALID FUNDS)\n\nPORTAL SALES: MediaNet shall remit all sums due to Member Provider within 30 days of receipt of cleared funds.\n\nMONTHLY HOSTING FEES: In addition, MediaNet shall remit hosting fees to Member Provider in monthly installments on or before the 15th business day of each month. All sums received by MediaNet through the last business day of the preceding month shall be included in the calculation of the amount to be remitted.\n\nBSP REWARDS MEMBER PURCHASES VOLUME: Amounts due for purchases of products or services shall be calculated as of funds received by the last day of each month and remitted on or before the 15th day of the following month.\n\nRECORDS\n\nMediaNet shall maintain books and records and shall provide for online confirmation of sales and payments. 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.\n\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the day and year last set forth below.\n\nReseller Agreement                                     Initials ______   _______                                        7\n\nRESELLER DISTRIBUTOR PRICING STRUCTURE & DETAILS\n\nGOLD PORTAL\n\nIncludes the following available options:\n\no    Complete Basic Portal\n\no    Web-based Admin Panel to turn on and turn off individual applications and      features\n\no    Branded Header\n\no    Branded Frames\n\no    Reseller Program\n\no    Email\n\no    MediaNet Group Technologies Photo Sharing\n\n\n\n\n\no    MediaNet Group Technologies Travel Agency\n\nRetail $495 License Wholesale $395                        Monthly Hosting/Maintenance/Updates                             Retail $39 Wholesale $35                    (quarterly maintenance fee due in advance)\n\nPLATINUM PORTAL\n\nIncludes at your option:\n\no    Full Featured Customizable Portal with web based administration panel\n\no    Branded Header\n\no    Branded Photo Sharing\n\no    Branded Travel Agency\n\no    Branded Frames\n\no    Email\n\no    Branded Picture Judge\n\no    Reseller program\n\nRetail $1295 License Wholesale $1035                        Monthly Hosting/Maintenance/Updates                             Retail $99 Wholesale $89                    (quarterly maintenance fee due in advance)\n\nBRANDED PICTUREJUDGE(SM) INTERACTIVE PHOTO RATING GAME\n\nIncludes at your option: o Branded PictureJudge photo rating game o Customized phot catagories o Reseller Program\n\nRetail $795 License Wholesale $635                        Monthly Hosting/Maintenance/Updates                             Retail $69 Wholesale $63                    (quarterly maintenance fee due in advance)\n\nReseller Agreement                                     Initials ______   _______                                        8\n\nPROCEDURE FOR REGISTERING PROSPECTIVE          CLIENTS, MEMBER PROVIDERS/ MERCHANTS/MERCHANT MEMBER PROVIDERS\n\nThis Addendum is attached hereto and made a part hereof that certain Reseller or Master Reseller Agreement between the parties:\n\nMEDIANET GROUP (MNG) HAS DEVELOPED A SET OF CRITERIA DESIGNED TO AVOID ANY POTENTIAL PROSPECT REGISTRATION DISPUTES AND TO ASSURE OUR RESELLERS FULL COMMISSION ON SALES MADE BY THEM. TO INSURE THIS GOAL, WE HAVE CREATED CRITERIA THAT MUST BE FOLLOWED FOR REGISTRATION OF THE COMPANIES (PROSPECTS) INTRODUCED TO THE BSP REWARDS PROGRAM.\n\n1. Resellers must send us an E-mail with the company name, contact and title that you wish to register with the Company. Said contact must have the authority to make the decision relative to the Brand-A-Port and/or BSP programs.\n\n2. MNG will send an e-mail to the Reseller approving or disapproving the registration of the prospective client dependent upon whether or not there has been prior contact by the company, registration of the prospect by another Reseller or other factors as determined by the MNG.\n\n3. Upon approval by MNG, the Reseller will have 30 days to initiate and complete a proposal to said prospect. The proposal must be approved by MNG and receipt confirmed by the prospect.\n\n4. The Reseller will then have 5 months to bring the registered prospect to contract. If a contract is not consummated in the allotted time-frame, the prospect shall then revert back to MNG. Reseller may then re-register the prospect subject to the above criteria and/or other criteria in effect at the time.\n\nThe above criteria points are firm unless a special situation is approved by MNG in writing.\n\nWE BELIEVE THAT EACH REPRESENTATIVE AND RESELLER WILL SEE THE BENEFITS OF THIS PROGRAM AND THE PROTECTION IT AFFORDS THEM.\n\nAPPROVED AND ACCEPTED BY THE SIGNATORY PARTIES BELOW THIS __ OF ________, 200__.\n\nMediaNet Group Technologies, Inc.             ________________________\n\nAccepted by: __________________________    Accepted by:__________________                Chief Executive Officer               Title:\n\nReseller Agreement                                     Initials ______   _______                                        9"}]}, {"title": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.", "paragraphs": [{"qas": [{"answers": [{"text": "Intellectual Property Agreement", "answer_start": 2016}], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Sony Electronics Inc.", "answer_start": 2192}, {"text": "SONY", "answer_start": 70}, {"text": "GSI Technology, Inc.", "answer_start": 2110}, {"text": "PURCHASER  and SONY are referred to individually as a \"Party\" and collectively as the \"Parties\".", "answer_start": 2267}, {"text": "PURCHASER", "answer_start": 467}], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "August 28, 2009", "answer_start": 138}], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "The term \"Effective Date\" means the Closing Date.", "answer_start": 4068}], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 13616}], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 31321}], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [{"text": "other Party with notice of the transfer or assignment.", "answer_start": 29337}, {"text": "Notwithstanding the  foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially  all of its assets, on condition that it provides the", "answer_start": 29094}], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "Any attempted transfer in contravention of this Section 9.3 shall be null and void.", "answer_start": 29392}, {"text": "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.", "answer_start": 28845}], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 5930}, {"text": "All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any  material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who  have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire  agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any  part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their  right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work  for SONY or any Affiliate.", "answer_start": 22120}], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without  limitation, SRAM Products).", "answer_start": 7704}, {"text": "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", "answer_start": 7134}, {"text": "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.", "answer_start": 7911}], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "No license granted by either party under this IP Agreement includes the right to grant sublicenses.", "answer_start": 8887}], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [{"text": "Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without  limitation, SRAM Products).", "answer_start": 7704}, {"text": "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", "answer_start": 7134}], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": false}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [{"text": "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", "answer_start": 12914}], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [{"text": "Other than Affiliates of a Party, nothing expressed or implied in this IP Agreement is intended or will be construed to confer  upon or give any Person other than the Parties any rights or remedies under or by reason of this IP Agreement or any transaction contemplated  hereby.", "answer_start": 30642}], "id": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": false}], "context": "Exhibit 10.2    INTELLECTUAL PROPERTY AGREEMENT        between        SONY ELECTRONICS INC.        and        GSI TECHNOLOGY, INC.        August 28, 2009\n\n\n\n\n\n     TABLE OF CONTENTS\n\n   i\n\n    Page        1. Definitions 1            1.1 IP Agreement 2    1.2 Asset Purchase Agreement 2    1.3 Effective Date 2    1.4 Licensed Patent(s) 2    1.5 Transferred Patent(s) 3         2. Assignment 3         3. Licenses 3            3.1 Grant by SONY 3    3.2 Grant Back by PURCHASER 4    3.3 No Implied License or Other Assignment 4    3.4 No Sublicense Rights 4         4. Each Party's Sole Right to the Intellectual Property 4         5. Restrictions on Use of SONY Trademarks 5            5.1 No Trademark License 5    5.2 Removal of SONY Trademarks 5    5.3 Packaging 5    5.4 No Affiliation 6    5.5 JTAG / Mask Works 6         6. Payment 6         7. Term and Termination 7            7.1 Term 7    7.2 Termination 7    7.3 Insolvency 7    7.4 Continuing Obligations 8         8. Representations and Warranties 8            8.1 Power and Authority 8    8.2 Essential Patents 8    8.3 Ownership 8    8.4 Validity and Enforceability 8    8.5 Sufficiency 9    8.6 Non-infringement by the Business 9    8.7 Infringement by a Third Party 10    8.8 Intellectual Property Development 10\n\n\n\n\n\n     TABLE OF CONTENTS  (continued)\n\n   ii\n\n    Page           8.9 Material Intellectual Property Agreements 11    8.10 Royalties 11    8.11 No Loss of Rights 12    8.12 Transferability 12    8.13 No SRAM Product Warranty Issues 12    8.14 Disclaimer 12         9. Miscellaneous 13            9.1 Notices 13    9.2 Expenses 14    9.3 Successors and Assigns 14    9.4 Waiver 15    9.5 Entire Agreement 15    9.6 Amendments and Supplements 15    9.7 Rights of Third Parties 15    9.8 Further Assurances 16    9.9 Applicable Law 16    9.10 Execution in Counterparts 16    9.11 Titles and Headings 16    9.12 Invalid Provisions 16    9.13 Transfer Taxes 17    9.14 Attorneys' Fees 17\n\n\n\n\n\n     INTELLECTUAL PROPERTY AGREEMENT     This Intellectual Property Agreement is made and entered into as of August 28, 2009 by and between GSI Technology, Inc., a Delaware  corporation (\"PURCHASER\"), on the one hand, and Sony Electronics Inc. (\"SONY\"), a Delaware corporation, on the other hand. PURCHASER  and SONY are referred to individually as a \"Party\" and collectively as the \"Parties\".     RECITALS     WHEREAS, SONY presently conducts the business of manufacturing, marketing and selling SRAM products (the \"Business\");     WHEREAS, SONY has agreed to sell and PURCHASER has agreed to purchase certain assets, rights and properties of SONY used or  useful in connection with the Business, all on the terms and subject to the conditions set forth in the Asset Purchase Agreement of even date  herewith;     WHEREAS, SONY has or will transfer title to the Transferred Assets to PURCHASER under the Asset Purchase Agreement;     WHEREAS, SONY is the owner of certain intellectual property related to the Business; and     WHEREAS, SONY desires to transfer certain patents to PURCHASER and grant to PURCHASER a license under certain intellectual  property related to the SRAM Products.     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, the Parties  hereto agree as follows:     1. Definitions     As used in this IP Agreement, all capitalized terms shall have the meaning ascribed to them as set forth in the Asset Purchase  Agreement, except for terms defined herein, including the following terms, which shall have the meanings set forth below:     1\n\n\n\n\n\n     1.1 IP Agreement     The term \"IP Agreement\" means this Intellectual Property Agreement, including all attached Exhibits hereto, and any  amendments or supplements agreed to in writing and signed by SONY and PURCHASER.     1.2 Asset Purchase Agreement     The term \"Asset Purchase Agreement\" means the Asset Purchase Agreement dated August 28, 2009 between SONY and  PURCHASER to which this IP Agreement is attached as Exhibit F.     1.3 Effective Date     The term \"Effective Date\" means the Closing Date.     1.4 Licensed Patent(s)     The term \"Licensed Patent\" or \"Licensed Patents\" means any patent or patents issued at any time in any country (including  any inventor's certificates, extension, reissued, renewal and reexamined patents), which (1) is based on any invention made on or prior to the  Effective Date, including any patents for inventions disclosed in patent applications filed on or prior to the Effective Date, and issuing from any of  those patent applications or any patent applications which are continuations, continuing applications, continuations-in-part or divisions of those  patent applications, or on any foreign counterpart of any of those patent applications, (2) (a) is owned by SONY or any of its Affiliates or (b) under  which SONY or its Affiliates have the right to grant licenses without payment by SONY or any of its Affiliates of additional royalties or other  consideration to a third party (excluding payments for inventions made by that third party while employed by SONY or any of its Affiliates), and  (3) would, in the absence of a license granted herein, be infringed by making, using, selling, offering for sale, importing or supplying any  Competing Products (including, without limitation, the SRAM Products). \"Licensed Patents\" shall exclude the Transferred Patents.     2\n\n\n\n\n\n     1.5 Transferred Patent(s)     The term \"Transferred Patent\" or \"Transferred Patents\" means the patents and/or patent applications listed in Exhibit A to this  IP Agreement and all patents and applications claiming the priority of any of these patents and/or patent applications and all reissues, divisions,  renewals, extensions, provisionals, and continuations thereof, and any equivalent or similar rights anywhere in the world in inventions and  discoveries.     2. 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. SONY retains the right to sue and collect damages for any past infringement of the  Transferred Patents, provided that SONY obtains PURCHASER's written consent prior to making any infringement claim or allegation or filing any  action, suit, litigation or proceeding that could affect the Transferred Patents or PURCHASER's ability to use and exploit the Transferred Patents  or that may result in PURCHASER being joined as a party to the action, suit, litigation or proceeding. PURCHASER shall not unreasonably  withhold its consent.     3. Licenses     3.1 Grant by SONY     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\n\n\n\n\n\n     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. This Section 3.2 shall not be construed as superseding,  overriding or modifying Section 8.3 of Asset Purchase Agreement.     3.3 No Implied License or Other Assignment     Except as expressly set out in this IP Agreement and the Asset Purchase Agreement, neither party grants to the other Party, and  each Party acknowledges and agrees that the other Party has not granted to it, any other license explicitly or implicitly under any Intellectual  Property nor has either party made any transfer or assignment to the other Party of any Intellectual Property or intellectual property rights.     3.4 No Sublicense Rights     No license granted by either party under this IP Agreement includes the right to grant sublicenses.     4. Each Party's Sole Right to the Intellectual Property     Each Party shall have the sole right, but not the obligation, to apply for and register for protection for, prosecute, and maintain  any of its Intellectual Property and shall have the sole right to determine whether or not, and where, to apply for and/or register such protection, to  abandon attempts to obtain protection or abandon registered protection of any Intellectual Property, and/or to discontinue the maintenance of any  Intellectual Property without any obligation to inform the other Party of any such action or inaction. Neither Party is obligated to (a) file any patent  application or to secure any patent or patent rights, or (b) maintain any patent in force or prosecute any patent application.     4\n\n\n\n\n\n     5. Restrictions on Use of SONY Trademarks     5.1 No Trademark License     Both Parties agree and recognize that, except as specifically provided in this Section 5, SONY does not grant any trademark  license to PURCHASER under any SONY slogans, brands, trade names, monograms, logos, common law trademarks and service marks, trademark  and service mark registrations and applications or any World Wide Web addresses, sites and domain names or any variations thereof (\"SONY  Branding\"). PURCHASER agrees that, except as specifically provided in this Section 5, it shall not use any slogans, brands, trade names,  monograms, logos, common law trademarks and service marks, trademark and service mark registrations and applications or any World Wide Web  addresses, sites and domain names or any variations thereof (\"PURCHASER Branding\") that imitate or are confusingly similar to any SONY  Branding, nor shall it use PURCHASER Branding in commerce in a manner that would be confusingly similar to any SONY Branding.     5.2 Removal of SONY Trademarks     Except as expressly permitted by Section 5.5 or as otherwise agreed by SONY in writing, Purchaser shall either remove, cover  (i.e., sticker) or obliterate SONY Branding visible to the unaided human eye from all SRAM Products and product literature whether (a) transferred  in complete or incomplete form under the Asset Purchase Agreement, (b) manufactured under license under this IP Agreement, or (c) manufactured  using the Transferred Assets. Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing SONY  Branding acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof.     5.3 Packaging     Except as expressly otherwise agreed by SONY in writing, all inventory of SRAM Products shall be packaged with labels clearly  indicating that it is a PURCHASER original product. PURCHASER is expressly prohibited from using any SONY Branding alone or on any SRAM  Product and/or product packaging. Notwithstanding the foregoing, PURCHASER shall have the right to sell finished SRAM Products bearing  SONY Branding      5\n\n\n\n\n\n     acquired by PURCHASER under the Asset Purchase Agreement, subject to the provisions of Section 8.14 thereof.     5.4 No Affiliation     PURCHASER shall not represent, imply, or connote in any way that it is affiliated with SONY or, other than as authorized by this  IP Agreement, use any SONY Trademark for any goods, parts, packaging of products, or services.     5.5 JTAG / Mask Works     Notwithstanding the provisions of Section 5.1, PURCHASER shall have the right to use any and all Mask Works transferred to  PURCHASER under the Asset Purchase Agreement, even if the use of such Mask Works results in a JTAG or other marking that would otherwise  indicate a connection to SONY, provided that:     (i) the use of such Masks is only for the manufacture by or for PURCHASER of SRAM Products that are qualified with  customers as of the Effective Date and updates or revisions of such SRAM Products that would not require requalification; and     (ii) 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.     6. Payment     Consideration for the license granted by SONY under this IP Agreement is included in the Purchase Price, and PURCHASER  shall have no obligation to make any additional payments to SONY for the license granted under this Agreement.     6\n\n\n\n\n\n     7. Term and Termination     7.1 Term     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.     7.2 Termination     (a) Should either Party fail to observe faithfully and materially perform each of the material obligations assumed by it in this IP  Agreement for thirty (30) days after its attention has been directed to any such breach by notice in writing from the other Party, the non-breaching  Party shall, at its option, have the right to terminate the license granted by it under this Agreement, such termination to be effected by serving  notice in writing upon the breaching Party to that effect on or after the expiration of such period of thirty (30) days.     (b) 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.     (c) Should SONY or any SONY Affiliate assert against PURCHASER a claim based on its Patents and/or Intellectual Property,  PURCHASER shall, at its option, have the right to terminate the license granted by PURCHASER hereunder, such termination to be effected by  serving notice in writing upon SONY to that effect not less than thirty (30) days prior to the effective date of such termination.     7.3 Insolvency     The licenses granted to a Party under Section 3 hereof shall automatically terminate should such Party become adjudicated  insolvent by reason of failure to pay its debts when due, enter into bankruptcy proceeding for its liquidation, voluntarily or involuntarily, or make  any assignment for the benefit of any one or more creditors.     7\n\n\n\n\n\n     7.4 Continuing Obligations     Termination of the licenses granted hereunder shall not affect any liability of either of the Parties previously accruing under this  IP Agreement.     8. Representations and Warranties     SONY hereby makes the following representations and warranties to PURCHASER, each of which shall be true and correct as of  the date hereof and as of the Closing Date, and shall be unaffected by any investigation heretofore or hereafter made:     8.1 Power and Authority     SONY has the right and power to enter into this IP Agreement and to transfer the Transferred Patents and to grant the license  set forth in Section 3.1.     8.2 Essential Patents     The Transferred Patents listed on Exhibit A comprise the Patents, both U.S. and foreign, owned or claimed by SONY or any  SONY Affiliate, that are essential to the conduct of the Business as conducted by SONY.     8.3 Ownership     All of the Transferred Patents are owned solely by SONY. No Transferred Patent is jointly owned by SONY and any other  Person, nor is it owned or jointly owned by any SONY Affiliate.     8.4 Validity and Enforceability     Each of the Transferred Patents (excluding applications) is subsisting, and, to the Knowledge of SONY, valid and in full force  and effect (except with respect to applications), and has not expired or been cancelled or abandoned. All necessary documents and certifications in  connection with each Transferred Patent (excluding applications) have been filed with the relevant patent, copyright or other authorities in the  United States and foreign jurisdictions, as the case may be, for the purposes of avoiding abandonment, prosecuting and maintaining of      8\n\n\n\n\n\n     Transferred Patents (excluding applications). Except for actions of the relevant jurisdiction's patent and trademark office or other government  intellectual property office (\"Office Actions\"), SONY has not, to the Knowledge of SONY, received written notice of any pending or threatened  (and at no time within the two years prior to the Effective Date has there been pending any) action before any court, governmental authority or  arbitral tribunal in any jurisdiction challenging the use, ownership, validity, enforceability or registerability of any of the Transferred Patents.  Rejections of pending applications before a national patent, trademark or intellectual properly office will not constitute such written notice. Except  for Office Actions and broad Patent portfolio cross license agreements that SONY has signed with third parties (\"Portfolio Cross Licenses\"),  neither SONY nor any Affiliate of SONY is, to the Knowledge of SONY, a party to any settlements, covenants not to sue, consents, decrees,  stipulations, judgments or orders resulting from actions which permit third parties to use any Transferred Patents or any other SRAM Intellectual  Property included in the Transferred Assets. SONY has the sole right to enforce all of the Transferred Patents and the other SRAM Intellectual  Property rights of SONY included in the Transferred Assets.     8.5 Sufficiency     To the Knowledge of SONY, SONY and each of SONY's Affiliates owns, or has valid rights to use, all the SRAM Intellectual  Property material to the conduct of the Business, including, without limitation, the design, development, manufacture, marketing, use, distribution,  import, supply, provision and sale of SRAM Products.     8.6 Non-infringement by the Business     As of the Effective Date, SONY has not received written notice of any pending or threatened (and at no time within the two  years prior to the date of this Agreement has there been, to the Knowledge of SONY, pending any) action alleging that the activities or the  conduct of the Business dilutes (solely with respect to trademark rights), misappropriates, infringes, violates or constitutes the unauthorized use  of, or will dilute (solely with respect to trademark rights), misappropriate, infringe upon, violate or constitute the unauthorized use of the  Intellectual Property of any third party, nor, to the Knowledge of SONY, does there exist any basis therefor. Except for Office Actions pertaining to  the Transferred Patents and Patent licenses      9\n\n\n\n\n\n     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.     8.7 Infringement by a Third Party     To the Knowledge of SONY, no third party is misappropriating, infringing, or violating any SRAM Intellectual Property material  to the conduct of the Business that is owned by or exclusively licensed to SONY or any SONY Affiliate, and no Intellectual Property or other  proprietary right, misappropriation, infringement or violation actions have been brought against any third party by SONY or any SONY Affiliate in  connection with the Business.     8.8 Intellectual Property Development     To the knowledge of SONY:     (a) Each Person who is or has been employed by SONY or any Affiliate of SONY at any time at or prior to the date hereof in  connection with the development of any SRAM Intellectual Property or technology material to the Business, or is or has provided consulting  services to SONY or any Affiliate of SONY in connection with the development of any SRAM Intellectual Property or technology material to the  Business at any time at or prior to the Effective Date, has signed an agreement containing appropriate confidentiality terms.     (b) Except in the exercise of SONY's business judgment, other than under an appropriate confidentiality or nondisclosure  agreement or contractual provision relating to confidentiality and nondisclosure, there has been no disclosure to any third party of material  confidential or proprietary information or trade secrets of SONY or any Affiliate of SONY related to any SRAM Product. All current and former  employees of SONY and each Affiliate of SONY who have made any material contributions to the development of any SRAM Product have signed  an invention assignment agreement that assigns ownership to SONY or have performed that work in the course, and within the scope, of their  employment.     10\n\n\n\n\n\n     (c) All consultants and independent contractors currently or previously engaged by SONY or its Affiliates who have made any  material contributions to the development of any SRAM Product (including, without limitation, all consultants and independent contractors who  have designed, written, or modified any firmware or software code contained in any SRAM Product) have entered into a work-made-for-hire  agreement or have otherwise assigned to SONY or a Affiliate of SONY (or a third party that previously conducted any business that forms any  part of the Business currently conducted by SONY and that has subsequently assigned its rights in such SRAM Product to SONY) all of their  right, title and interest (other than moral rights, if any) in and to the portions of such SRAM Product developed by them in the course of their work  for SONY or any Affiliate.     (d) Other than the employees, consultants and contractors referred to in this Section 8.8, no other Person has made or currently  is making any material contributions to the development of any SRAM Product.     8.9 Material Intellectual Property Agreements     Except for the SRAM Contracts assigned to and assumed by PURCHASER under the Asset Purchase Agreement and the  Portfolio Cross Licenses, there are no contracts, licenses or agreements between SONY or any of its Affiliates, on the one hand, and any other  Person, on the other hand, with respect to any SRAM Intellectual Property material to the conduct of the Business, including any agreements with  respect to the manufacture or distribution of the SRAM Products.     8.10 Royalties     To the Knowledge of SONY, except for obligations under the SRAM Contracts assigned to and assumed by PURCHASER under  the Asset Purchase Agreement, neither SONY nor any Affiliate of SONY has any obligation to pay any third party any royalties or other fees for  the continued use of Intellectual Property which is specifically applicable to SRAM Products, and PURCHASER will not be obligated under any  contract or agreement to pay any royalties or other fees associated with SRAM Intellectual Property arising from the consummation of the  transactions contemplated by this Agreement.     11\n\n\n\n\n\n     8.11 No Loss of Rights     The consummation by SONY of the transactions contemplated hereby will not result in any violation, loss or impairment of  ownership by SONY or any SONY Affiliate of, or impair or restrict the right of PURCHASER to use, any Transferred Patents or any other SRAM  Intellectual Property included in the Transferred Assets, and will not require the consent of any governmental authority or third party with respect  to any of Transferred Patents or any other SRAM Intellectual Property included in the Transferred Assets.     8.12 Transferability     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. There are no Liens on any of the Transferred Patents. (For the avoidance of doubt, the Parties acknowledge that SONY's  licensees under Portfolio Cross Licenses already hold licenses to the Transferred Patents and do not need a license from PURCHASER to practice  the Transferred Patents.)     8.13 No SRAM Product Warranty Issues     To the Knowledge of SONY, each SRAM Product currently offered for sale by SONY (or its Affiliates, as the case may be)  conforms with all SONY datasheet specifications, except with respect to warranty claims made in the ordinary course of business. (For the  avoidance of doubt, epidemic failures or any substantial repeated failures of those products to comply with specifications that have not been  resolved are not in the ordinary course of business). SONY has not received written notice from any customer, reseller, OEM customer or  governmental authority alleging any such material non-conformance.     8.14 Disclaimer     NOTHING IN THIS IP AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY EITHER PARTY  OF THE VALIDITY OF ANY PATENT. NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER TO THE      12\n\n\n\n\n\n     OTHER PARTY OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE  SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON  THE OTHER PARTY OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (A) THE PRODUCTION,  USE, SALE, OFFER FOR SALE, OTHER DISPOSITIONS OR IMPORTATION OF ANY APPARATUS OR PRODUCT MADE BY THAT PARTY;  OR (B) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES MADE BY THAT PARTY WITH RESPECT TO ANY OF THE  FOREGOING, AND EACH PARTY SHALL HOLD THE OTHER PARTY, AND ITS AFFILIATES, OFFICERS, AGENTS, OR EMPLOYEES,  HARMLESS IN THE EVENT IT, OR ITS OFFICERS, AGENTS, OR EMPLOYEES, IS HELD LIABLE. THIS SECTION 8 IS NOT INTENDED TO  NEGATE OR SUPERSEDE ANY REPRESENTATION OR WARRANTY EXPRESSLY MADE BY SONY IN THIS IP AGREEMENT.     9. Miscellaneous     9.1 Notices     All notices and other communications required or permitted hereunder will be in writing and, unless otherwise provided in this IP  Agreement, will be deemed to have been duly given when delivered in person or when dispatched by electronic facsimile transfer (confirmed in  writing by mail simultaneously dispatched) or one business day after having been dispatched by a nationally recognized overnight courier service  to the appropriate Party at the address specified below:     (a) If to PURCHASER, to:     GSI Technology, Inc.  2360 Owen Street  Santa Clara, CA 95054  Attention: Chief Financial Officer  Facsimile No.: (408) 980-8377     13\n\n\n\n\n\n     with a copy (which shall not constitute notice) to:     DLA Piper LLP (US)  2000 University Avenue  East Palo Alto, CA 94303-2214  Attention: Dennis C. Sullivan  Facsimile No.: (650) 867-1200     (b) If to SONY, to:     Sony Electronics Inc.  1730 N. First Street  San Jose, CA 95112  Attention: Law Department  Facsimile No.: (408) 352-4169     with a copy (which will not constitute notice) to:     Sony Electronics Inc.  16530 Via Esprillo, MZ7300  San Diego, CA 92127  Attention: General Counsel  Facsimile No.: (858) 942-8170     or to such other address or addresses as any such Party may from time to time designate as to itself by like notice.     9.2 Expenses     Except as otherwise expressly provided herein, each Party shall pay any expenses incurred by it incident to this IP Agreement,  and in preparing to consummate and consummating the transactions provided for herein.     9.3 Successors and Assigns     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. Notwithstanding the  foregoing, a Party may transfer or assign its rights under this IP Agreement in connection with a merger, acquisition or sale of all or substantially  all of its assets, on condition that it provides the      14\n\n\n\n\n\n     other Party with notice of the transfer or assignment. Any attempted transfer in contravention of this Section 9.3 shall be null and void.     9.4 Waiver     No action taken pursuant to this IP Agreement will be deemed to constitute a waiver of compliance with any representations,  warranties, conditions or covenants contained in this IP Agreement unless it is in writing, and no such waiver will operate or be construed as a  waiver of any subsequent breach, whether of a similar or dissimilar nature.     9.5 Entire Agreement     This IP Agreement and the Asset Purchase Agreement (including the Schedules and Exhibits hereto and thereto and the  ancillary documents thereto) supersedes any other agreement, whether written or oral, that may have been made or entered into by any Party  relating to the matters contemplated hereby and constitutes the entire agreement by and among the Parties with respect to the subject matter  hereof and thereof.     9.6 Amendments and Supplements     This IP Agreement may be amended or supplemented at any time by additional written agreements as may mutually be  determined by PURCHASER and SONY to be necessary, desirable or expedient to further the purposes of this IP Agreement or to clarify the  intention of the Parties.     9.7 Rights of Third Parties     Other than Affiliates of a Party, nothing expressed or implied in this IP Agreement is intended or will be construed to confer  upon or give any Person other than the Parties any rights or remedies under or by reason of this IP Agreement or any transaction contemplated  hereby.     15\n\n\n\n\n\n     9.8 Further Assurances     From time to time, as and when requested by either Party, the other Party will execute and deliver, or cause to be executed and  delivered, all such documents and instruments, make such other deliveries and take such other actions as may be reasonably necessary to  consummate the transactions contemplated by this IP Agreement.     9.9 Applicable 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.     9.10 Execution in Counterparts     This IP Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which  together will constitute one and the same agreement.     9.11 Titles and Headings     Titles and headings to Sections herein are inserted for convenience of reference only, and are not intended to be a part of or to  affect the meaning or interpretation of this IP Agreement.     9.12 Invalid Provisions     If any provision of this IP Agreement is held to be illegal, invalid, or unenforceable under any present or future Law, (a) such  provision will be fully severable; (b) this IP Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had  never comprised a part hereof; (c) the remaining provisions of this IP Agreement will remain in full force and effect and will not be affected by the  illegal, invalid, or unenforceable provision or by its severance from this IP Agreement; and (d) in lieu of such illegal, invalid, or unenforceable  provision, there will be added automatically as a part of this IP Agreement a legal, valid, and enforceable provision as similar in terms to such  illegal, invalid, or unenforceable provision as may be possible.     16\n\n\n\n\n\n     9.13 Transfer Taxes     All sales, use, transfer, stamp, conveyance, value added or other similar taxes, duties, excises or governmental charges imposed  by any taxing jurisdiction, domestic or foreign, and all recording or filing fees, notary fees or other similar costs of Closing with respect to the  transfer of the Transferred Assets or otherwise on account of this IP Agreement or the transactions contemplated hereby will be borne by  PURCHASER.     9.14 Attorneys' Fees     If any action at law or in equity is necessary to enforce or interpret the terms of this IP Agreement, the Person prevailing shall be  entitled to recover in such action its reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which it may  be entitled.     IN WITNESS WHEREOF, the Parties have caused this IP Agreement to be executed in duplicate by their duly authorized officers  as of the day and year first above written.\n\n   17\n\nGSI TECHNOLOGY, INC.     SONY ELECTRONICS INC.                By: /s/ Lee-Lean Shu     By: /s/ Tomoya Hayakawa             Name: Lee-Lean Shu     Name:  Tomoya Hayakawa             Title: President & CEO     Title: President of CSBD\n\n\n\n\n\n     Exhibit F:     Exhibit A to the IP Agreement: List of Assigned Patents\n\n\n\nFiling Date    Title    Country/  Region    Serial #   Publ. #   Patent #   Inventors                             28-Apr-06     Test semiconductor device in full frequency with  half frequency tester     United States     11/414,612     2007-0266286     7516385     Chen, Suzanne; & Kim, Jae-Hyeong; &  Tseng, Chih-Chiang                             24-Apr-06     Minimized line skew generator.     United States     11/410,352     2007-0096790     Not yet  patented     Chuang, Patrick; & Kim, Jae-Hyeong;  & Lu, Chungji (Jay)                             30-Oct-06     Performing Read and Write Operations in the  Same Cycle for an SRAM Device.     Japan     2006-294640                 Chen, Suzanne; & Huang, M.H. Mu- Hsiang; & Tseng, Chih-Chiang                             14-Apr-06     Performing read and write operations in the same  cycle for an SRAM device.     United States     11/404,191     2007-0097780     7355907     Chen, Suzanne; & Huang, M.H. Mu- Hsiang; & Tseng, Chih-Chiang                             30-Oct-06     Shift Registers Free of Timing Race Boundary  Scan Registers with Two-Phase Clock Control.     Japan     2006-294617                 Chen, Suzanne; & Chuang, Patrick; &  Huang, M.H. Mu-Hsiang\n\n\n\n\n\n\n\n   2\n\n14-Apr-06     Shift registers free of timing race boundary scan  registers with two-phase clock control.     United States     11/404,353     2007-0101222     7389457     Chen, Suzanne; & Chuang, Patrick; &  Huang, M.H. Mu-Hsiang                             3-May-06     Dynamic sense amplifier for SRAM.     United States     11/417,805     2007-0097765     7313040     Chuang, Patrick; & Huang, M.H. Mu- Hsiang; & Kim, Jae-Hyeong                             30-Oct-06     Dynamic sense amplifier for SRAM.     Japan     2006-294706                 Chuang, Patrick; & Huang, M.H. Mu- Hsiang; & Kim, Jae-Hyeong                             17-May-06\n\n\n\nProgrammable impedance control circuit  calibrated at Voh Vol level\n\nUnited States\n\n\n\n11/436,260\n\n\n\n2007-0268039\n\n\n\n7312629\n\n\n\nHuang, M.H. Mu-Hsiang; & Ichihashi,  Masahiro; & Miyajima, Yoshifumi; &  Nakashima, Katsuya                             4-Apr-08     DYNAMIC DUAL CONTROL ON-DIE  TERMINATION.     United States     12/078,782     2008-0272800     Not yet  patented     Chuang, Patrick; & Haig, Robert\n\n                           24-Mar-08     An efficient method for implementing  programmable impedance output drivers and      United States     12/079,100     Not yet published     Not yet  patented     Chuang, Patrick; & Haig, Robert; &  Kwon, Kookhwan;\n\n\n\n\n\n\n\n   3\n\n      programmable input on die termination on a bi- directional data bus                             & Tseng, Chih\n\n                           9-Mar-09\n\n\n\nProgrammable input/output structures and  method for implementing a bi-directional data  busses.\n\nChina\n\n\n\n200910127224.8\n\n\n\n\n\n\n\n\n\n\n\nChuang, Patrick; & Haig, Robert; &  Kwon, Kookhwan; & Tseng, Chih\n\n                           13-Feb-09\n\n\n\nAn efficient method for implementing  programmable impedance output drivers and  programmable input on die termination on a bi- directional data bus\n\nEPO\n\n\n\n09250396.0\n\n\n\n\n\n\n\n\n\n\n\nChuang, Patrick; & Haig, Robert; &  Kwon, Kookhwan; & Tseng, Chih"}]}, {"title": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "ENDORSEMENT LICENSING AND CO-BRANDING AGREEMENT", "answer_start": 55}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Lender", "answer_start": 191}, {"text": "collectively, \"MusclePharm\" or the \"Company\"", "answer_start": 486}, {"text": "collectively, Lender, Endorser, and Fitness are referred to as the \"AS Parties\"", "answer_start": 297}, {"text": "Fitness Publications, Inc.", "answer_start": 257}, {"text": "Arnold Schwarzenegger", "answer_start": 217}, {"text": "Endorser", "answer_start": 241}, {"text": "Marine MP, LLC", "answer_start": 174}, {"text": "Fitness", "answer_start": 257}, {"text": "MusclePharm Corporation", "answer_start": 382}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "July 26, 2013", "answer_start": 122}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "July 26, 2013", "answer_start": 122}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "This Agreement shall have an Initial Term of three (3) years.", "answer_start": 2710}, {"text": "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.", "answer_start": 2772}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "In the event that MusclePharm shall achieve Net Sales of $50 million (the \"Second Renewal Threshold\") in the aggregate during the sixth Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"Second 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 renewal Term shall be as set forth in Section 7 and Exhibit \"C\" Section (3) attached hereto, (iii) Endorser shall only be obligated to make two (2) Appearances in each Contract Year during the Second Additional Term pursuant to Section 4(a)(ii) below and (iv) the marketing budget to promote the Licensed Products shall be $5.0 in each Contract Year of the Second Additional Term (subject to Section 12(b) of this Agreement).", "answer_start": 4404}, {"text": "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).", "answer_start": 3226}, {"text": "If this Agreement is renewed for the Second Additional Term, then the Second Additional Term shall commence on July 23, 2019 and the Agreement shall expire and terminate automatically without further notice on July 22, 2022.", "answer_start": 5316}, {"text": "If this Agreement is renewed for the First Additional Term, then the First Additional Term shall commence on July 23, 2016, and the Agreement shall expire and terminate automatically without further notice on July 22, 2019.", "answer_start": 4174}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 72138}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "Endorser shall not use or provide endorsements or testimonials for products that compete with MusclePharm Products or the Licensed Products.", "answer_start": 67720}, {"text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement.", "answer_start": 68008}, {"text": "Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement. Endorser's non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm.", "answer_start": 68008}, {"text": "Products. Any failure of Endorser to disclose such conflicting interests, or any breach of this Section, shall be deemed a material breach of the Agreement.", "answer_start": 67851}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [{"text": "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 Agreemen", "answer_start": 66703}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 67052}, {"text": "Notwithstanding the foregoing or anything else contained herein, this Agreement shall not prevent or shall in any manner restrict Endorser from advertising, marketing and or endorsing products (or other companies which manufacture such products) which incidentally contain dietary supplements (including without limitation protein, vitamins, minerals, amino acids, herbs, legal performance enhancing substances) provided the primary purpose of such product or company is not to sell or market a dietary supplement.", "answer_start": 68305}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": false}, {"answers": [], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 6804}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 69480}, {"text": "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.", "answer_start": 69144}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "Any attempted assignment or transfer by a party of their rights and/or obligations without such consent shall be void.", "answer_start": 69361}, {"text": "The license granted by this Agreement is personal to MusclePharm.", "answer_start": 68858}, {"text": "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.", "answer_start": 69144}, {"text": "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.", "answer_start": 68924}, {"text": "This Agreement may also be terminated by MusclePharm, upon fifteen days prior written notice, if death, or physical disability, physical injury, or other incapacity lasting more than eight (8) weeks, causes Endorser to be unable to perform a material amount of the personal or consulting services described in this Agreement.", "answer_start": 40897}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products.", "answer_start": 15128}, {"text": "In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video.", "answer_start": 10550}, {"text": "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.", "answer_start": 23047}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "Notwithstanding the foregoing, Lender shall be entitled to receive a guaranteed minimum royalty for each Contract Year including the Additional Term, if any (the \"Guaranteed Minimum Royalty\"), payable in accordance with Exhibit \"C\" attached hereto.", "answer_start": 26987}, {"text": "Guaranteed Minimum Royalty during the initial Term:   Contract Year   Minimum Royalty   Timing of Payment One   $1,500,000   $500,000 payment due on the following dates: July 23, 2013; October 1, 2013; February 1, 2014 Two   $2,000,000   $666,666.66 payment due on the following dates: July 23, 2014; October 1, 2014; February 1, 2015 Three   $2,500,000   $833,333.33 payment due on the following dates: July 23, 2015; October 1, 2015; February 1, 2016", "answer_start": 84373}, {"text": "Guaranteed Minimum Royalty during the Second Additional Term:   In the event that the Second Renewal Threshold is achieved in the Sixth Contract Year, during the Second Additional Term the Minimum Royalty and Timing of Payment shall be as follows:   Contract Year   Minimum Royalty   Timing of Payment Seven   $5,000,000   $1,666,666.66 payment due on the following dates: July 23, 2019; October 1, 2019; February 1, 2020 Eight   $5,000,000   $1,666,666.66 payment due on the following dates: July 23, 2020; October 1, 2020; February 1, 2021 Nine   $5,000,000   $1,666,666.66 payment due on the following dates: July 23, 2021; October 1, 2021; February 1, 2022", "answer_start": 85607}, {"text": "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.", "answer_start": 16019}, {"text": "Guaranteed Minimum Royalty during the First Additional Term:   In the event that the Renewal Threshold is achieved in the Third Contract Year, during the First Additional Term the Minimum Royalty and Timing of Payment shall be as follows:   Contract Year   Minimum Royalty   Timing of Payment Four   $2,500,000   $833,333.33 payment due on the following dates: July 23, 2016; October 1, 2016; February 1, 2017 Five   $2,500,000   $833,333.33 payment due on the following dates: July 23, 2017; October 1, 2017; February 1, 2018 Six   $2,500,000   $833,333.33 payment due on the following dates: July 23, 2018; October 1, 2018; February 1, 2019", "answer_start": 84895}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 6804}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": false}, {"answers": [{"text": "MusclePharm agrees that any copyrights in works created based upon the Trademarks and/or Name and Appearance Rights shall become the rights of the AS Parties (as among them to be determined among them)", "answer_start": 60425}, {"text": "All such works based upon the Trademarks and/or Name and Appearance Rights shall be prepared by an employee-for- hire of MusclePharm (under MusclePharms's sole supervision, responsibility, and monetary obligation) or as a work-for-hire by a third party who assigns to the AS Parties in writing and in perpetuity throughout the universe all right, title, and interest in the same provided however, nothing herein shall preclude MusclePharm from using any of the intellectual property to be retained by MusclePharm contemplated pursuant to Section 9(f) of this Agreement after the termination of this Agreement.", "answer_start": 61153}, {"text": "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.", "answer_start": 60628}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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). Print media will also include promotional items on which Endorser's approved picture; approved likeness, or facsimile signature may appear. Endorser will have the right to approve, in writing via his representative's office, all advertising materials which utilize Endorser's Name and Appearance Rights, but Endorser will not unreasonably withhold approval and will promptly respond to all approval requests.", "answer_start": 12869}, {"text": "MusclePharm shall have the rights to use Endorser's Name and Appearance Rights and the Right to Publicize Endorser's Name and Appearance, as provided in this Agreement, unless Endorser and MusclePharm enter into a separate written agreement in which MusclePharm waives or releases some or all of the rights Endorser has granted in this Agreement.", "answer_start": 20785}, {"text": "During the Term of this Agreement, the AS Parties grant to MusclePharm and consent to MusclePharm's commercial use of the Name and Appearance Rights to advertise, promote, endorse and publicize Products, Licensed Products, and MusclePharm's business, worldwide in any media selected by MusclePharm (excluding telephone or texting campaigns), including but not limited to print, radio, television, electronic, wireless or internet, pursuant to the terms and conditions set forth herein. MusclePharm acknowledges that any use on products requires approval and that use of the Name and Appearance Rights on products is limited to the Licensed Products.", "answer_start": 18973}, {"text": "Endorser also grants to MusclePharm and consents to MusclePharm's editorial use world-wide of Endorser's Name and Appearance in MusclePharm published materials approved by Endorser. For purposes of this Agreement, MusclePharm's editorial use of Endorser's Name and Appearance shall mean a use that does not directly promote, advertise or endorse MusclePharm's business, its Products or Licensed Products. Nothing in this Section 6(c) shall entitle MusclePharm to reduce Endorser's compensation pursuant to Section 7 and Section 8 of this Agreement (including, without limitation, with respect to any renewal Term, if any).", "answer_start": 19698}, {"text": "During the Term, MusclePharm shall have the right to create and distribute the Promotional Products world- wide.", "answer_start": 14814}, {"text": "Endorser also agrees to the use on a world-wide basis (as specified pursuant to Section 6 below and subject to the terms and conditions of this Agreement), during the Term, of his Name and Appearance Rights to advertise and promote the business of MusclePharm, its Products, and the Licensed Products.", "answer_start": 5859}, {"text": "As provided below, during the Term, the AS Parties grant to MusclePharm the right to use the Trademarks as defined in this Agreement and the Name and Appearance Rights, which shall include Endorser's name, approved photograph, approved picture (including, without limitation, any copyrighted pictures and video images of the Endorser owned by the Endorser which Endorser agrees to make available for use hereunder), approved appearance, or approved likeness, including video and other recordings of Endorser's appearance, along with the right to use Endorser's voice, including audio or other recordings of Endorser's voice, Endorser's signature, personal or professional background and experience, reputation, approved quotations and approved endorsements, or approved paraphrases of Endorser's approved quotations and endorsements, including approved touch-ups, approved simulations or approved compositions of any of the above whether generated by computer or by any other means, for the period of time and for the purposes set forth in this Agreement. MusclePharm acknowledges that the use of some works may require that MusclePharm obtain a copyright license from third parties.", "answer_start": 17765}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "During the Term, the right to use Endorser's Name and Appearance Rights granted to MusclePharm in this Section shall extend for six (6) months beyond the expiration of this Agreement (the \"Use-up Period\").", "answer_start": 14287}, {"text": "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.", "answer_start": 23047}, {"text": "Notwithstanding the foregoing, in the event the expiration of this Agreement or termination of this Agreement by Musclepharm pursuant to paragraph 9(a), MusclePharm shall be entitled to sell-off the remaining Licensed Products for six (6) months after such expiration of this Agreement pursuant to paragraph 4(d) herein and shall continue to pay Endorser the Royalty set forth in paragraph 7 herein.", "answer_start": 44982}, {"text": "MusclePharm shall create no new advertising during the Use-up Period using Endorser's Name and Appearance, but shall have the right to use during the Use-up Period Endorser's Name and Appearance in advertisements and promotional materials created before the expiration date of this Agreement.", "answer_start": 14493}, {"text": "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.", "answer_start": 48945}, {"text": "MusclePharm's obligations for the payment of a Royalty and the Guaranteed Minimum Royalty (as defined below) shall survive expiration or termination of this Agreement and will continue for so long as MusclePharm continues to manufacture, sell or otherwise market the Licensed Products.", "answer_start": 26699}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "Lender understands that all books, records, and documents of MusclePharm relating to it have been and remain available for inspection by him or his business and financial advisors upon reasonable notice.", "answer_start": 33253}, {"text": "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", "answer_start": 47865}, {"text": "MusclePharm shall at all reasonable times during the Term (but no more than once during each Contract Year of the Term), and upon reasonable notice, permit the AS Parties to send their authorized representatives to inspect the facilities of MusclePharm or its agents in order to confirm that the production of the Licensed Products hereunder is in compliance with the quality standards set out herein and, at MusclePharm's expense, randomly test the formulas of the Licensed Products for quality control purposes, although the AS Parties will have no obligation to do so.", "answer_start": 54619}, {"text": "In the event a shortfall in the amount of five percent (5%) or more is discovered, MusclePharm shall reimburse the AS Parties for the cost of the audit including any reasonable attorney's fees incurred in connection therewith.", "answer_start": 48712}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "IN NO EVENT SHALL THE AS PARTIES BE LIABLE FOR SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.", "answer_start": 75729}, {"text": "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.", "answer_start": 64976}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "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", "answer_start": 77807}, {"text": "MusclePharm agrees to furnish the AS Parties a certificate of insurance evidencing same within thirty (30) days after execution of this Agreement and, in no event, shall MusclePharm manufacture, distribute, advertise, or sell the Licensed Products prior to receipt by the AS Parties of such evidence of insurance.", "answer_start": 79074}, {"text": "The policy shall provide for ten (10) days notice to the AS Parties from the insurer by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation, or termination thereof.", "answer_start": 78858}, {"text": "MusclePharm shall be responsible to provide for any appearances pursuant to this Agreement by Endorser appropriate certificates of insurance with coverage limits of at least Five Million Dollars (US$5,000,000) per occurrence endorsed to name the AS Parties as additional named insureds with respect to claims arising out of appearances by Endorser.", "answer_start": 79388}, {"text": "MusclePharm shall be responsible to pay the deductible under any such insurance policies with respect to any claims made under such policies.", "answer_start": 79737}, {"text": "Without limiting the generality of the foregoing, such policy shall provide protection against any and all claims, demands, and causes of action arising out of any defects or failure to perform, alleged or otherwise, of the Products and Licensed Products or any material used in connection therewith or any use thereof.", "answer_start": 78538}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 58960}], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "ENDORSEMENT LICENSING AND CO-BRANDING AGREEMENT   This ENDORSEMENT LICENSING AND CO-BRANDING AGREEMENT is entered into on July 26, 2013 (the \"Effective Date\") by and between Marine MP, LLC (\"Lender\"), for services of Arnold Schwarzenegger (\"Endorser\"), and Fitness Publications, Inc. (\"Fitness\") (collectively, Lender, Endorser, and Fitness are referred to as the \"AS Parties\") and MusclePharm Corporation with its principal place of business in Denver, Colorado and its subsidiaries, (collectively, \"MusclePharm\" or the \"Company\").   RECITALS   WHEREAS, the AS Parties have the rights necessary to license the use of the rights of publicity with respect to name, voice, approved signature, approved photographs, approved images, and approved likenesses of Arnold Schwarzenegger (the \"Name and Appearance Rights\") and the use of the Name and Appearance Rights as trademarks or service marks (the \"Trademarks\"); and   WHEREAS, MusclePharm is engaged in the business of developing and marketing nutritional products for athletes and fitness enthusiasts, and   WHEREAS, MusclePharm from time to time uses consumer, celebrity, and expert endorsements or testimonials to promote MusclePharm Products (as defined in Section 2(b) of this Agreement) in marketing and advertising materials, and   WHEREAS, MusclePharm desires to develop, market, promote and sell in conjunction and in cooperation with the Endorser a unique Arnold Schwarzenegger customized product line approved by the Endorser initially comprised of between four to eight (4 to 8) products, subject to Section 2(b) below), that will be marketed and advertised under the Endorser's name and likeness, all subject to the Endorser's approval, as described in Section 12, (the \"AS Product Line\"); and   WHEREAS, MusclePharm desires to engage Endorser, and Endorser desires to accept the engagement, as more fully described in this Agreement, whereby Endorser will lend his name, reputation, and appearance to (i) endorse and promote MusclePharm and its Products and (ii) to develop the AS Product Line and several related promotional giveaway items that will depict the Endorser's name and likeness solely in conjunction with the MusclePharm logo or images of the AS Product Line on the permitted promotional products (the \"Promotional Products\") set forth on Exhibit A attached hereto, as may be amended in writing by the parties hereto from time to time (collectively, the Promotional Products and the AS Product Line are referred to as the \"Licensed Products\").   NOW, THEREFORE, in consideration of the mutual promises and agreements set forth below, the parties agree as follows:\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  1. Term:   (a) This Agreement shall have an Initial Term of three (3) years. 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. The period from July 23, 2013 to July 22, 2014 shall be referred to as the \"First Contract Year\". The period from July 23, 2014 to July 22, 2015 shall be referred to as the \"Second Contract Year\". The period from July 23, 2015 to July 22, 2016 shall be referred to as the \"Third Contract Year\".   (b) 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). If this Agreement is renewed for the First Additional Term, then the First Additional Term shall commence on July 23, 2016, and the Agreement shall expire and terminate automatically without further notice on July 22, 2019.   (c) In the event that MusclePharm shall achieve Net Sales of $50 million (the \"Second Renewal Threshold\") in the aggregate during the sixth Contract Year, then this Agreement shall automatically be renewed for an additional term of three (3) years (the \"Second 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 renewal Term shall be as set forth in Section 7 and Exhibit \"C\" Section (3) attached hereto, (iii) Endorser shall only be obligated to make two (2) Appearances in each Contract Year during the Second Additional Term pursuant to Section 4(a)(ii) below and (iv) the marketing budget to promote the Licensed Products shall be $5.0 in each Contract Year of the Second Additional Term (subject to Section 12(b) of this Agreement). If this Agreement is renewed for the Second Additional Term, then the Second Additional Term shall commence on July 23, 2019 and the Agreement shall expire and terminate automatically without further notice on July 22, 2022.   2. Engagement:   (a) MusclePharm hereby engages Endorser and Endorser promises and agrees to hold himself available to use, evaluate, advertise and promote certain MusclePharm Products, as may be reasonably requested by MusclePharm in accordance with the terms and conditions set forth herein on a world-wide basis. Endorser also agrees to the use on a world-wide basis (as specified pursuant to Section 6 below and subject to the terms and conditions of this Agreement), during the Term, of his Name and Appearance Rights to advertise and promote the business of MusclePharm, its Products, and the Licensed Products.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (b) Products. As used in this Agreement, \"Products\" shall mean dietary supplements manufactured within the fifty states of the United States of America; provided, however, MusclePharm shall not produce during the Term (and any renewal Term, if any) any diet pills and/or sexual enhancement products; provided, further, that fat burning products, Shred Matrix and Live Shredded products and products that increase testosterone levels currently produced by MusclePharm as of the date hereof shall be part of the definition of Products for the purpose of this Agreement.   (c) New Products. 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.   (d)  Distribution Channels - Licensed Products. Subject to the terms and conditions herein (including the Exhibits), the license to MusclePharm with respect to distribution and promotion of the Licensed Products is on a worldwide basis through the Distribution Channels (as defined below) subject to approval rights set forth in Section 13 herein. For the purposes of this Agreement, \"Distribution Channels\" means the distribution of the Licensed Products through GNC retail and online chains worldwide during the First Contract Year and, thereafter, through MusclePharm's other worldwide distribution channels, as mutually determined by MusclePharm and the AS Parties.   3. Endorsement of Products:   Endorser agrees that he will use and evaluate the Products and Licensed Products according to the recommended use and dose guidelines. Based on Endorser's knowledge, personal use and experience with the Products and Licensed Products that he shall from time to time during the Term of this Agreement provide his honest evaluation, opinion, and findings about the Products and Licensed Products he is endorsing and promoting. The endorsements must be based on Endorser's knowledge and/or personal use and experience with the Products and Licensed Products at or about the times the endorsements are made.  Endorser's statements and endorsements, or paraphrases thereof, may be used by MusclePharm to advertise, promote and publicize its business, Products and Licensed Products as provided herein. Endorser's endorsements of the Products and Licensed Products will be in accordance with the guidelines established by the Federal Trade Commission for endorsements in advertising. If requested by MusclePharm, Endorser shall provide a signed affidavit in form satisfactory to MusclePharm confirming Endorser's compliance with the FTC standards in connection with his endorsements and endorsement activities.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  4. Appearances, Advertising and Promotional Activities:   (a) Appearances and Video.   (i) In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make four (4) personal appearances (\"Appearances\") in the First Contract Year on dates, times and places mutually agreed upon by the parties hereto. Endorser acknowledges that such Appearances in the First Contract Year shall consist of: (i) one (1) appearance at an industry tradeshow to be mutually agreed by the parties, (ii) one (1) charity event with Arnold's All-Stars, (iii) one (1) appearance at the Arnold Classic, and (iv) one (1) corporate and public relations event(s) in 2013 to be mutually agreed by the parties.   (ii) The Endorser and MusclePharm may also agree to produce on dates, times and places mutually agreed upon by the parties hereto a GetSwole training video (the \"Training Video\") during a production session (the \"Production Day\"). In the event that Endorser shall agree to produce the Training Video (such decision shall be made by the Endorser exercisable in his sole discretion) and Products (other than the Licensed Products) are featured and sold in connection with such Training Video then Endorser shall receive ten percent (10%) of Net Sales (as defined below) from the sale of any Products other than the Licensed Products featured and sold directly in conjunction with the Training Video.   (iii) In order to ensure the success of the co-branded Licensed Products and maximize Net Sales of such Licensed Products to the mutual benefit of the parties hereto, the Endorser agrees that he shall make two (2) Appearances in each of the Second Contract Year and Third Contract Year (and any subsequent Contract Years if applicable) on dates, times and places mutually agreed upon by the parties hereto (one such appearance to include the Arnold Classic in each such Contract Year).   (iv) 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. The Production Day shall be for the purpose of MusclePharm shooting the Training Video. In the event that the Endorser agrees to participate in the Training Video, the Production Day for the Training Video may be up to two (2) hours in duration.   (v) In the event Endorser agrees to appear in the Training Video on television promoting the Licensed Products during the Term hereof, the Training Video shall be produced by a production company that is a SAG signatory and such production company shall pay on behalf of the Endorser all pension, health & welfare benefit payments. For the purpose of computing such pension, health and welfare benefit contributions and any other payments under any SAG or AFTRA contracts applicable to Endorser's appearance in such Training Video, 25% of the compensation payable to Endorser under this Agreement shall be allocated as fair and reasonable consideration for Endorser's work and appearance in the Training Video during the Term or thereafter during the Use-Up Period defined below.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (b) Advertisements, Print Media, and Promotional Items. 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). Print media will also include promotional items on which Endorser's approved picture; approved likeness, or facsimile signature may appear. Endorser will have the right to approve, in writing via his representative's office, all advertising materials which utilize Endorser's Name and Appearance Rights, but Endorser will not unreasonably withhold approval and will promptly respond to all approval requests.   (c)  Use of Endorsements. During the Term, MusclePharm also shall have the right to use, worldwide, Endorser's oral or written endorsements of Products and Licensed Products, or paraphrases thereof, to promote MusclePharm, its business, Products, and Licensed Products. Endorser shall have the right to approve such oral or written endorsements and the use thereof, such approval not to be unreasonably withheld or delayed.   (d) Use-Up Period. During the Term, the right to use Endorser's Name and Appearance Rights granted to MusclePharm in this Section shall extend for six (6) months beyond the expiration of this Agreement (the \"Use-up Period\"). MusclePharm shall create no new advertising during the Use-up Period using Endorser's Name and Appearance, but shall have the right to use during the Use-up Period Endorser's Name and Appearance in advertisements and promotional materials created before the expiration date of this Agreement.   (e) Promotional Products. During the Term, MusclePharm shall have the right to create and distribute the Promotional Products world- wide. 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. In the event that MusclePharm shall sell any Promotional Products above its cost then Endorser shall be entitled to receive 10% of Net Sales from the sale of such Promotional Products.   (f) Online content. During the Term, Endorser will use good faith efforts to provide online content for MusclePharm's websites and social media websites as reasonably requested by MusclePharm. This will be in a form agreed to by the parties (e.g. training video or video interview with a MusclePharm representative). This will be scheduled so as to not interfere with Endorser's movie and other obligations. Endorser will use good faith efforts to promote MusclePharm on his website (e.g. www.schwarzenegger.com).   (g) GetSwole. Endorser, in conjunction with MusclePharm's management and fitness experts will help in the design of the GetSwole Diet and Weight Training Program.   (h) Autographed Items. 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.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (i) Representations and Warranties. Endorser expressly represents and warrants that he is not subject to any restriction or limitation by way of employment or contractual obligation that may impair or limit his performance of the advertising and promotional activities described above, and that Endorser has the express approval of any third party to make the promises and commitments set forth herein, and will advise any future employer of his obligations hereunder.   5. Scheduling:   (a) The Appearances, the Production Day, the Licensed Product launch and related media campaign, the interview of Endorser by MusclePharm, and all advertising and promotional activities requested by MusclePharm and approved by Endorser shall be scheduled by mutual agreement and subject to Endorser's other business activities and commitments occurring during the Term of this Agreement. Endorser's commitments pursuant to this Agreement shall be scheduled so as not to conflict with Endorser's other commitments. Endorser agrees that he will in good faith make every reasonable effort, given his other commitments, to give priority to the fulfillment of his obligations pursuant to this Agreement. The parties shall confer periodically for the purpose of coordinating and scheduling Endorser's advertising and promotional activities and services.   6. Right of Publicity:   (a)  Name and Appearance Rights. As provided below, during the Term, the AS Parties grant to MusclePharm the right to use the Trademarks as defined in this Agreement and the Name and Appearance Rights, which shall include Endorser's name, approved photograph, approved picture (including, without limitation, any copyrighted pictures and video images of the Endorser owned by the Endorser which Endorser agrees to make available for use hereunder), approved appearance, or approved likeness, including video and other recordings of Endorser's appearance, along with the right to use Endorser's voice, including audio or other recordings of Endorser's voice, Endorser's signature, personal or professional background and experience, reputation, approved quotations and approved endorsements, or approved paraphrases of Endorser's approved quotations and endorsements, including approved touch-ups, approved simulations or approved compositions of any of the above whether generated by computer or by any other means, for the period of time and for the purposes set forth in this Agreement. MusclePharm acknowledges that the use of some works may require that MusclePharm obtain a copyright license from third parties.   (b) Promotional Uses. During the Term of this Agreement, the AS Parties grant to MusclePharm and consent to MusclePharm's commercial use of the Name and Appearance Rights to advertise, promote, endorse and publicize Products, Licensed Products, and MusclePharm's business, worldwide in any media selected by MusclePharm (excluding telephone or texting campaigns), including but not limited to print, radio, television, electronic, wireless or internet, pursuant to the terms and conditions set forth herein. MusclePharm acknowledges that any use on products requires approval and that use of the Name and Appearance Rights on products is limited to the Licensed Products.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (c) Editorial Uses. Endorser also grants to MusclePharm and consents to MusclePharm's editorial use world-wide of Endorser's Name and Appearance in MusclePharm published materials approved by Endorser. For purposes of this Agreement, MusclePharm's editorial use of Endorser's Name and Appearance shall mean a use that does not directly promote, advertise or endorse MusclePharm's business, its Products or Licensed Products. Nothing in this Section 6(c) shall entitle MusclePharm to reduce Endorser's compensation pursuant to Section 7 and Section 8 of this Agreement (including, without limitation, with respect to any renewal Term, if any).   (d) Discretion to Utilize. Except as otherwise provided in this Agreement, MusclePharm may in its sole discretion exercise some or all of the rights granted by Endorser in this Agreement, but MusclePharm shall have no obligation to exercise or use the rights Endorser has granted. If MusclePharm elects to not exercise or use all the rights granted by Endorser, MusclePharm's election shall not be interpreted or construed as a waiver or release of such rights. MusclePharm shall have the rights to use Endorser's Name and Appearance Rights and the Right to Publicize Endorser's Name and Appearance, as provided in this Agreement, unless Endorser and MusclePharm enter into a separate written agreement in which MusclePharm waives or releases some or all of the rights Endorser has granted in this Agreement.   (e) Representations and Warranties. Endorser expressly represents and warrants that he is not subject to any restriction or limitation by way of employment or contractual obligation that may impair or limit the right of publicity granted herein by Endorser, and that Endorser has the express approval of his employer to make the promises and commitments set forth herein.   6A. News Releases and Public Announcements:   Neither party may, without the other party's prior written consent, make any news release or public announcement of the existence or value of this Agreement or its terms and conditions, or in any other manner advertise or publish its value, or its terms and conditions and neither party shall issue any press release or other public announcement which includes the name of the other party without such party's prior written consent, such consent not to be unreasonably withheld or delayed. The parties hereby agree that within four (4) business days after the execution and delivery of this Agreement and within four (4) business days after the launch of the Licensed Products, the parties hereto shall issue a joint press release in form and substance mutually agreeable to the parties hereto. Notwithstanding the foregoing, a party may make any filing of this Agreement or description of this Agreement in a current report on Form 8-K or similar requisite filing with the Securities and Exchange Commission that it believes in good faith and upon a reasonable basis is required by applicable law or any listing or trading agreement concerning its publicly traded securities.   6B. Sample Products for Endorser's Use:   MusclePharm shall provide a reasonable supply of Products, Licensed Products, and Promotional Products for Endorser's personal use and endorsement as contemplated by this Agreement.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  7. Compensation:   (a) Cash:   (i) 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. For purposes of this Agreement, \"Net Sales\" shall mean MusclePharm's gross sales (the gross invoice amount billed customers) of the Licensed Products, less discounts and allowances actually shown on the invoice (except cash discounts, transportation costs and commissions not deductible in the calculation of Royalty) and less any bona fide returns (net of all returns actually made or allowed as supported by credit memoranda actually issued to the customers not to exceed 5% in any reporting cycle), the aggregate of which discounts and allowances shall not exceed 5% in any reporting cycle. No other costs incurred in the manufacturing, selling, advertising, and distribution of the Licensed Products shall be deducted nor shall any deduction be allowed for any uncollectible accounts, allowances or bad debt.   (ii) A Royalty obligation shall accrue upon the sale of the Licensed Products regardless of the time of collection by MusclePharm. For purposes of this Agreement, Licensed Products shall be considered \"sold\" upon the date when such Licensed Products are billed, invoiced, shipped, or paid for, whichever event occurs first.   (iii) 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.   (iv) All payments due hereunder shall be made in United States currency drawn on a United States bank, unless otherwise specified between the parties.   (v) During the Term and during the sell-off period, MusclePharm shall make royalty payments in U.S. dollars for the respective quarters ending on the last day of September, December, March and June (each, a \"Royalty Period\") within thirty (30) days from the end of each quarterly period. Each such royalty payment shall include an itemized statement showing the nature and source of such royalties, including (i) the number of units of Licensed Products sold (by country and customer); (ii) the total number of units returned for which credit was given and the total dollar amount of such credits, and (iii) the total gross sales and the total royalties due with respect to such gross sales, and each itemized statement shall be certified by a duly authorized officer of MusclePharm. Such statements shall be in the form attached hereto as Exhibit \"B\" and furnished to Lender whether or not any Licensed Products were sold during the Royalty Period.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (vi) MusclePharm will send all statements and payments, including all royalties, to the Lender to the address set forth in Section 20 below. MusclePharm will make all payments payable to the Lender.   (vii) Receipt or acceptance by Lender (or its authorized representative) of a royalty statement or receipt or acceptance of any accompanying royalty payment shall not prevent Lender from at any time within three years after the Term of this Agreement questioning the validity or accuracy of such royalty statement or payment.   (viii) MusclePharm's obligations for the payment of a Royalty and the Guaranteed Minimum Royalty (as defined below) shall survive expiration or termination of this Agreement and will continue for so long as MusclePharm continues to manufacture, sell or otherwise market the Licensed Products.   Notwithstanding the foregoing, Lender shall be entitled to receive a guaranteed minimum royalty for each Contract Year including the Additional Term, if any (the \"Guaranteed Minimum Royalty\"), payable in accordance with Exhibit \"C\" attached hereto.   8. Stock:   (a) Within three (3) days of the execution and delivery of this Agreement and prior to any news release or public disclosure of the existence of this Agreement, its terms and conditions, or the relationship of the parties hereto, whether pursuant to a press release, a current report on Form 8-K or other filing with the Securities and Exchange Commission or otherwise (the \"Issuance Date\"), MusclePharm shall issue Lender 780,000 shares of MusclePharm's restricted stock (the \"Compensation Shares\"), for services performed and to be performed pursuant to this Agreement. 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. MusclePharm agrees that (i) with respect to the Compensation Shares, Lender shall be entitled to all rights and benefits under the registration rights agreement, dated as of March 28, 2013 (the \"Registration Rights Agreement\"), by and among MusclePharm and the investors party thereto as if it were an investor party thereto, mutatis mutandis. MusclePharm shall promptly file (and in no event later than August 14, 2013) a registration statement on Form S-1 pursuant to the Securities Act (as defined below) (the \"Registration Statement\") with the SEC and will include therein the offering of all of the Compensation Shares and no other securities of the Company. MusclePharm agrees that if the SEC shall issue comments on the Registration Statement, MusclePharm shall in good faith respond to such comments as soon as practicable. MusclePharm will cause the Registration Statement to be declared effective as promptly as practicable.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (b) MusclePharm and Lender agree that, for purposes of determining the taxable income of Lender and the tax expense, deduction or other corresponding charge of MusclePharm, in each case in connection with the issuance of the Compensation Shares in accordance with this Section 8, the fair market value of the Compensation Shares shall be the amount set forth in any third-party valuation report delivered by Lender to MusclePharm within forty-five (45) days following the Issuance Date. MusclePharm will promptly provide all information reasonably requested by Lender and/or its valuation firm in connection with the preparation and delivery of such report. MusclePharm shall not take any position for tax purposes inconsistent with such fair market value as so determined without the consent of Lender; provided, however, that nothing herein shall preclude MusclePharm from utilizing a different method of calculating the fair market value of the Compensation Shares for financial accounting purposes if MusclePharm's Chief Financial Officer, audit committee and independent auditors shall determine in good faith that such alternative calculation of the fair market value of the Compensation Shares is required under generally accepted accounting principles in the United States.   (c) In connection with the issuance of the Compensation Shares, but without limitation of Section 8(a) or the other terms and conditions in this Agreement, Lender hereby makes the following representations to MusclePharm regarding the Compensation Shares:   (i) Lender understands that, as of the date hereof, none of the Compensation Shares have been registered under the Securities Act of 1933, as amended (\"Securities Act\"), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Lender's representations as expressed herein. Lender is acquiring all of the Compensation Shares for its own account, not as a nominee or agent, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act.   (ii) Lender understands that all of the Compensation Shares will constitute \"restricted securities\" under the federal securities laws, inasmuch as it is being acquired from MusclePharm or such other company in one or more transactions not involving a public offering and that under such laws the Compensation Shares may not be resold without registration under the Securities Act or an exemption therefrom. The certificates representing the Compensation Shares will be endorsed with a legend to such effect. Lender has been informed and understands that (i) there are substantial restrictions on the transferability of the Compensation Shares, and (ii) no federal or state agency has made any finding or determination as to the fairness for public investment, nor any recommendation nor endorsement, of the Compensation Shares.   (iii)  Lender, or Lender's business and financial advisors, have substantial experience in evaluating and investing in private transactions of securities in companies similar to MusclePharm and such other company and Lender acknowledges that it can protect its own interests. Lender, or such advisors, have such knowledge and experience in financial and business matters so that it is capable of evaluating the merits and risks of its acceptance of all of the Compensation Shares of MusclePharm as compensation or otherwise.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (iv) Lender is an \"accredited investor\" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.   (v) Lender understands that all books, records, and documents of MusclePharm relating to it have been and remain available for inspection by him or his business and financial advisors upon reasonable notice. Lender confirms that all documents requested have been made available, and that it or such advisors have been supplied with all of the information concerning MusclePharm that has been requested. Lender confirms that it or such advisors have obtained sufficient information, in its and their judgment to evaluate the merits and risks of receipt of the Compensation Shares as compensation or otherwise. Lender confirms that it has had the opportunity to obtain such independent legal and tax advice and financial planning services as it has deemed appropriate prior to making a decision to enter this Agreement. In making each such decision, Lender has relied exclusively upon its experience and judgment, or that of such advisors, upon such independent investigations as it, or they, deemed appropriate, and upon information provided by MusclePharm in writing or found in the books, records, or documents of MusclePharm.   (vi) Lender is aware that the economic ownership of the Compensation Shares is highly speculative and subject to substantial risks. Lender is capable of bearing the high degree of economic risk and burdens of this venture, including, but not limited to, the possibility of a complete loss, the lack of a sustained and orderly public market, and limited transferability of the Compensation Shares, which may make the liquidation thereof impossible for the indefinite future.   (vii) The offer to issue the Compensation Shares as compensation to Lender was directly communicated to Lender or its business or financial advisors by such a manner that it or such advisors were able to ask questions of and receive answers from MusclePharm or a person acting on its behalf concerning this Agreement. At no time was Lender presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising.   (viii)  None of the following information has ever been represented, guaranteed, or warranted to Lender, expressly or by implication by any broker, MusclePharm, or agent or employee of the foregoing, or by any other person:   (1) The approximate or exact length of time that Lender will be required to remain as a holder of any of the Compensation Shares;   (2) The amount of consideration, profit, or loss to be realized, if any, as a result of owning any of the Compensation Shares; or   (3)  That the past performance or experience of MusclePharm, its officers, directors, associates, agents, affiliates, or employees or any other person will in any way indicate or predict economic results in connection with the plan of operations of MusclePharm or the return on any of the Compensation Shares.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (d) MusclePharm represents, warrants and covenants to Lender that:   (i) It has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) it has acquired all rights necessary to perform this Agreement and exploit the Licensed Products as contemplated herein; (iii) the Licensed Products, any element thereof, or any advertising, promotional or publicity materials supplied by Licensee or third parties hereunder will not contain any language or material which is obscene, libelous, slanderous or defamatory; and (iv) the use of the Licensed Product and the Lender's Name and Appearance rights as contemplated herein will not violate or infringe the copyright, trademark, or other rights of any third party.   (ii) It has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery by Lender, this Agreement constitutes its legal, valid and binding agreement, enforceable against it in accordance with its terms.   (iii) It is duly organized, validly existing and in good standing under the laws of the State of Nevada. It has all requisite power to own its properties and to carry on the business as it is now being conducted and is intended to be conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such license or qualification necessary.   (iv) Neither the execution, delivery nor performance by it of this Agreement does or will (a) violate, conflict with or result in the breach of any provision of its organizational documents, (b) conflict with or violate any law or governmental authorization applicable to it or any of its assets or its business, or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment or acceleration of, or result in the creation of any encumbrance on any of its assets pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, license, permit or franchise to which it is a party or by which any of its assets is bound or affected.   (v)  It has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (all the foregoing filed prior to the date hereof and all exhibits included or incorporated by reference therein and financial statements and schedules thereto and documents included or incorporated by reference therein being sometimes hereinafter collectively referred to as the \"SEC Reports\"). As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act applicable to the SEC Reports (as amended or supplemented), and none of the SEC Reports, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (vi) Set forth on Schedule 8(c) attached hereto is a true, complete, and accurate capitalization table of MusclePharm as of the date hereof on a fully diluted basis, taking into account all equity interests of MusclePharm issued or outstanding, or issuable upon conversion or exchange of any security, and any rights, options, or warrants or other agreements to acquire any such equity interests.   9. Termination:   (a) This Agreement may be terminated by MusclePharm only:   (i) In the event Endorser is convicted of a felony.   (ii) In the event Endorser is in material breach or default of this Agreement, then MusclePharm may give written notice to Endorser of its intent to terminate this agreement and in such notice shall set forth in reasonable detail the facts, circumstances or events causing the alleged breach or default (\"Endorser Events of Default\"). The Endorser shall have thirty (30) days' notice in which to cure the Endorser Events of Default to the reasonable and objective satisfaction of Musclepharm. If the Endorser fails, refuses or is unable for any reason to cure the Endorser Events of Default to the reasonable and objective satisfaction of MusclePharm, then MusclePharm may terminate this Agreement by giving a written termination notice which shall be effective on third calendar day after the date of such termination notice.   (iii) This Agreement may also be terminated by MusclePharm, upon fifteen days prior written notice, if death, or physical disability, physical injury, or other incapacity lasting more than eight (8) weeks, causes Endorser to be unable to perform a material amount of the personal or consulting services described in this Agreement.   (b) This Agreement may be terminated by the AS Parties only:   (i) In the event MusclePharm shall default under any indebtedness or financial obligations owed by MusclePharm in an amount in excess of $1,000,000 including, without limitation, any failure to pay principal or interest thereon, and such event of default or condition shall continue after any applicable grace period specified in such agreement or instrument, and the effect of such event or condition results in an actual acceleration of the maturity of such indebtedness or obligations; and/or   (ii) If MusclePharm (A) dissolves, liquidates or otherwise terminates its business or operations; (B) shall generally not pay its debts or obligations as the same become due; (C) commences or becomes the subject of any case or proceeding under the bankruptcy, insolvency or equivalent laws of the United States or any other jurisdiction in the Territory which is not dismissed within 45 days; (D) has appointed for it or for any substantial part of its property a court-appointed receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official which is not dismissed within 45 days; (E) makes an assignment for the benefit of its creditors; or (F) takes corporate action in furtherance of any of the foregoing; and/or\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (iii) If the Company shall have (or with respect to the Company, the Chief Executive Officer or the Chief Financial Officer of the Company shall have) (A) been charged with respect to a felony; (B) been sued by a governmental agency; (C) received a subpoena from a governmental entity relating to an investigation of the Company; or (D) become the subject of an investigation by a governmental agency that, in each case, if adversely determined, could have, as determined by Endorser in good faith (or, solely with respect to clause (D), as reasonably determined by the Endorser), a material adverse effect on the Company's reputation or financial performance; and/or   (iv) If the AS Parties reasonably determine (based either on (A) internal MusclePharm information; (B) reports or other credible information produced by established medical or scientific experts; or (C) multiple adverse events reported to MusclePharm or in the media) that any of MusclePharm's products are harmful to the human body or unsafe.   (v)  In the event Musclepharm is in material breach or default of this Agreement, the AS Parties may give written notice to Musclepharm of intent to terminate, and such notice shall set forth in reasonable detail the facts, circumstances or events causing the alleged breach or default (\"MusclePharm Events of Default\"). Musclepharm shall have thirty (30) days' notice in which to cure the MusclePharm Events of Default to the reasonable and objective satisfaction of the terminating party. If Musclepharm fails, refuses or is unable for any reason to cure the MusclePharm Events of Default to the reasonable and objective satisfaction of the terminating party, then the the AS Parties may terminate this Agreement by giving a written termination notice which shall be effective on third calendar day after the date of the termination notice   (c) Effect of Expiration/Termination: Upon expiration or termination of the Agreement for pursuant to Section 9 herein, Endorser shall have no further obligation to render any services whatsoever. MusclePharm shall have no further right to use the rights granted to MusclePharm hereunder and all such rights (including without limitation the rights to use the Name and Appearance Rights and Trademarks) shall immediately and automatically be revoked and shall terminate and revert to the AS Parties immediately with no \"use-up period\". Notwithstanding the foregoing, in the event the expiration of this Agreement or termination of this Agreement by Musclepharm pursuant to paragraph 9(a), MusclePharm shall be entitled to sell-off the remaining Licensed Products for six (6) months after such expiration of this Agreement pursuant to paragraph 4(d) herein and shall continue to pay Endorser the Royalty set forth in paragraph 7 herein. MusclePharm shall not be liable to pay any compensation for services performed after the expiration or termination. In the event of a termination by MusclePharm pursuant to paragraph 9(a)(i)-(ii), Musclepharm shall not be required to pay Endorser any further compensation except for Royalties earned up until such termination date, and provided, however, that if Musclepharm terminates this Agreement because of death, disability, physical injury, or other incapacity of Endorser, if Endorser has performed all services required by this Agreement for a particular Contract Year, then MusclePharm shall continue to be obligated to compensate Lender with the full compensation amount of this Agreement for such Contract Year. Notwithstanding anything contained herein, irrespective of the expiratation or termination of this Agreement, the AS Parties shall always be entitled to retain and shall never be obligated to return any monies paid and/or stock issued to Lender and/or Endorser pursuant to this Agreement. All formulas used in the Licensed Products shall remain the property of MusclePharm, but all rights in any packaging, promotional materials, and websites of the Licensed Products (including, without limitation, pictures, the name, logos and trade dress) and all intellectual property of the AS Parties shall revert back or otherwise be vested in the AS Parties; provided, however, that the MusclePharm trade name, any MusclePharm trademarks, and MusclePharm logo used on the Licensed Products shall remain the property of MusclePharm. The AS Parties shall also have the right to purchase from MusclePharm the Arnold.com domain name for a purchase price equal to MusclePharm's actual cost in acquiring such domain name (in the amount of Twenty Seven Thousand Five Hundred ($27,500) plus interest accruing at an annual rate of five percent (5%) from April 27, 2013 the date of acquisition of such domain name through the date of the sale of such domain name.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  10. Expenses:   In connection with any Appearance or Production Day that Endorser shall be required to specifically travel solely for MusclePharm to make such Appearance or Production Day and shall not already be in such geographic location for another commitment, MusclePharm shall be required to pay the expenses associated with Endorser's travel, lodging, security and other expenses as set forth on Exhibit \"D\" attached hereto.   11. Audit Rights:   (a) 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. The AS Parties shall have reasonable access thereto for such purposes and shall be permitted to be able to make copies thereof and extracts therefrom.   (b) MusclePharm shall keep complete and accurate books of account for the preceding three years from the date of termination and expiration. In the event that any shortfalls, inconsistencies or mistakes are discovered, they shall immediately be rectified by MusclePharm at its sole cost and expense.   (c) In the event a shortfall in the amount of five percent (5%) or more is discovered, MusclePharm shall reimburse the AS Parties for the cost of the audit including any reasonable attorney's fees incurred in connection therewith.   (d) 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.   12. Sales and Marketing Plan And AS Product Line and Trademarks:    (a) 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. MusclePharm will conduct its activities relating to the marketing of the Licensed Products in a professional manner. In that connection:\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (b) Prior to the execution and delivery of this Agreement with respect to the First Contract Year and at least ninety (90) days prior to the beginning of each Contract Year of the Term, MusclePharm will provide the AS Parties with a detailed marketing plan (the \"Marketing Plan\"). The AS Parties shall be entitled to approve the Marketing Plan, such approval not to be unreasonably withheld or delayed. MusclePharm shall use its commercially reasonable efforts to market and distribute the Licensed Products, and MusclePharm shall allocate between $3,000,000 and $5,000,000 in the First Contract Year and $5,000,000 in each subsequent Contract Year (including any renewal terms if any) toward the marketing of the Licensed Products (the \"Marketing Budget\"); it being understood that the parties may mutually decide not to deploy the full Marketing Budget in any Contract Year if in the good faith determination by the parties that the deployment of the full Marketing Budget is unnecessary to achieve its projected revenue targets in connection with the sale of the Licensed Products. Notwithstanding the foregoing, MusclePharm shall be entitled to re-allocate marketing dollars in its good faith judgment exercisable in its sole discretion from the media forms set forth in the Marketing Plan to promote the Licensed Products in other media forms.   (c) AS Product Line and Trademarks. The parties hereto agree and understand that the AS Product Line will be marketed and promoted as a distinct product line from MusclePharm's overall product lines. Any trademarks and trade dress used as the brand of the AS Product Line shall be owned by the AS Parties (as among them, to be determined among them) and shall be included within the defined term Trademarks as used in this Agreement. Any trademark used as a brand for an individual product in the AS Product Line, as opposed to a brand for the line of products, whether or not is based upon or derived from the Name and Appearance Rights or is independently developed also shall be owned by the AS Parties (as among them, to be determined among them) and as shall be included within the defined term Trademarks as used in this Agreement. Notwithstanding the foregoing, the MusclePharm trade name, any MusclePharm trademarks, and MusclePharm logo used on the Licensed Products shall remain the property of MusclePharm.   13. Quality Control:   (a) MusclePharm acknowledges and agrees that, in order to maintain the goodwill and integrity of the Endorser, the Name and Appearance Rights, and the Trademarks (the \"Endorser IP\"), the Licensed Products shall be of a standard and of such style, appearance and quality as to protect and enhance the goodwill associated with the Endorser IP, which standard the AS Parties may from time to time prescribe and which, in any event, shall be of substantially the same or better quality than the samples previously provided by MusclePharm to Endorser. To this end, MusclePharm will use the approval form attached hereto as Exhibit \"E\" to obtain required approvals under this Agreement (including, ingredients contained in the Licensed Products). Prior to any use of any of the Endorser IP, MusclePharm shall submit to the AS Parties for the AS Parties' prior written approval all artwork, photos, images, writings, advertising campaigns, slogans, claims made and other Name and Appearance Rights associated with the Endorser IP, samples of materials and design of the Licensed Products on which the Endorser IP are to appear and of all advertising, press and promotional literature which MusclePharm intends to use in the marketing or merchandising of the Licensed Products using the submission form in Exhibit \"E\" attached hereto. The AS Parties shall respond to any such approval request within ten (10) business days. To the extent that the AS Parties shall fail to respond within such ten (10 day) period, the submissions shall be deemed disapproved. Should MusclePharm desire to submit the same request for approval, the AS Parties shall respond within five (5) days detailing the reason for disapproval. Should the AS Parties fail to respond in this last Five (5) business day period, submission shall be deemed approved. In addition, MusclePharm shall send, at its expense, at a minimum, two (2) representative samples of each Licensed Products, at each of the concept, pre-production and production stages, to the AS Parties at the address set forth in Section 20 below for prior approval. During the Term, MusclePharm will also send two (2) representative samples of the Licensed Products to the AS Parties at the address set forth in Section 20 below upon request so that the AS Parties can determine whether the quality of the Licensed Products bearing the Endorser IP is being maintained.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (b) MusclePharm shall at all reasonable times during the Term (but no more than once during each Contract Year of the Term), and upon reasonable notice, permit the AS Parties to send their authorized representatives to inspect the facilities of MusclePharm or its agents in order to confirm that the production of the Licensed Products hereunder is in compliance with the quality standards set out herein and, at MusclePharm's expense, randomly test the formulas of the Licensed Products for quality control purposes, although the AS Parties will have no obligation to do so.   (c) The Licensed Products shall be of the highest quality and manufactured, produced, sold, distributed and promoted in strict compliance with all applicable laws and regulations, and be of substantially the same or better quality as the samples previously submitted by MusclePharm. MusclePharm shall be responsible for ensuring that the products are properly designed and manufactured for safe use and shall promptly and fairly address and resolve all consumer complaints and warranty claims. MusclePharm hereby acknowledges that the AS Parties are not competent to determine whether the products are safe for sale and/or distribution to the public at large. Accordingly, the AS Parties' approval rights relate to aspects of quality and not to a determination of the safety of the products and any approvals given by the AS Parties of the products shall in no way detract from the MusclePharm's obligations hereunder.   (d) The License Products will be doctor-formulated and clinically tested at Stanford University or North Carolina University or another university mutually acceptable to the parties hereto to prove the effectiveness of the Licensed Products. All Licensed Products will be tested by Informed Choice or another independent testing laboratory mutually acceptable to the parties hereto to be certified \"Banned Substance Free\" for athletes.   (e) Manufacturers will comply with the requirements set forth in this Section 13(e):   (i) MusclePharm and the manufacturers will not use child labor (not including child actors or models) in the manufacturing, packaging, marketing, advertising, or distribution of the Licensed Products.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (ii)  MusclePharm and the manufacturers will only employ persons whose presence is voluntary. MusclePharm and the manufacturers will not use any forced or involuntary labor.   (iii) MusclePharm and the manufacturers will treat each employee with dignity and respect, and will not use corporal punishment, threats of violence, abuse, or other forms of physical, sexual, psychological, or verbal harassment.   (iv) MusclePharm and the manufacturers will not unlawfully discriminate in any hiring or employment practices.   (v) MusclePharm and the manufacturers will, at a minimum, materially comply with all applicable wage and hour laws, rules, regulations, and industry standards. MusclePharm and the manufacturers agree that, where local industry standards are higher than applicable legal requirements, MusclePharm and manufacturer will meet the higher local standards.   (vi) MusclePharm and the manufacturers will materially comply with all applicable workplace laws, rules, regulations, and industry standards, ensuring, at a minimum, reasonable access to potable water and sanitary facilities, fire safety, and adequate lighting and ventilation.   (vii) MusclePharm and the manufacturers will respect the rights of employees to associate, organize, and bargain collectively in a lawful and peaceful manner, without penalty or interference.   (viii) MusclePharm and the manufacturers will materially comply with all applicable environmental laws, rules, regulations, and industry standards.   (ix)  If MusclePharm becomes aware that any manufacturer has used or is using Endorser IP for any unauthorized purpose, MusclePharm, will immediately notify the AS Parties and, if so instructed by the AS Parties, will cause such manufacturer to cease such use immediately.   (f) Unless the AS Parties expressly agree in advance and in writing otherwise, all Licensed Products shall be manufactured within the fifty states of the United States of America and in no other locations.   13A. Ownership and Registration of Trademarks and Name and Appearance Rights:   (a) 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.   (b) During the Term and after expiration or termination of this Agreement, MusclePharm shall not use any trademark which so substantially resembles any of the Trademarks or Name and Appearance Rights as to be likely to deceive or cause confusion or mistake or which might amount to passing-off; provided however, nothing herein shall preclude MusclePharm from using any of the intellectual property to be retained by MusclePharm contemplated pursuant to Section 9(f) of this Agreement after the termination of this Agreement.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (c) MusclePharm recognizes the value of the good will associated with the Trademarks and Name and Appearance Rights and acknowledges that the Trademarks and Name and Appearance Rights, and all rights therein and the good will pertaining thereto, belong exclusively to the AS Parties.   (d) MusclePharm agrees that its use of the Trademarks and Name and Appearance Rights shall inure to the benefit of the AS Parties and that MusclePharm shall not, at any time, acquire any rights in the Trademarks and/or Name and Appearance Rights by virtue of any use it may make of the Trademarks and/or Name and Appearance Rights.   (e) MusclePharm agrees that any copyrights in works created based upon the Trademarks and/or Name and Appearance Rights shall become the rights of the AS Parties (as among them to be determined among them). 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. All such works based upon the Trademarks and/or Name and Appearance Rights shall be prepared by an employee-for- hire of MusclePharm (under MusclePharms's sole supervision, responsibility, and monetary obligation) or as a work-for-hire by a third party who assigns to the AS Parties in writing and in perpetuity throughout the universe all right, title, and interest in the same provided however, nothing herein shall preclude MusclePharm from using any of the intellectual property to be retained by MusclePharm contemplated pursuant to Section 9(f) of this Agreement after the termination of this Agreement.   (f) Injunctive Relief. MusclePharm acknowledges that the unauthorized use of the Name and Appearance Rights and Trademarks will result in immediate and irreparable damages to the AS Parties and that the AS Parties would have no adequate remedy at law for such authorized use. MusclePharm further agrees that in the event of any unauthorized use of the Name and Appearance Rights and/or the Trademarks, the AS Parties, in addition to all other remedies available to them hereunder, shall be entitled to injunctive relief against any such unauthorized use as well as such other relief as any court with jurisdiction may deem just and proper.   (g) Registration. If the AS Parties decide in their sole discretion after consulting with MusclePharm to register the Trademarks and/or Name And Appearance Rights as a trademark for the Licensed Products and/or any Promotional Products or to register the copyrights in any works based upon the Trademarks and/or the Name And Appearance Rights, MusclePharm will cooperate to provide information, samples, and documents as reasonably requested by the AS Parties to enable the AS Parties to comply with the application, registration, license recordal, and other requirements of any applicable jurisdictions. If the AS Parties decide to register Trademarks and/or Name And Appearance Rights as a trademark for the Licensed Products, MusclePharm will reimburse the AS Parties for any reasonable expenses incurred in registering in the United States and Canada and such other countries as the parties shall mutually agree upon.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  14. Independent Contractor:   It is expressly agreed that Endorser is acting as an independent contractor in performing his services hereunder. MusclePharm shall carry no worker's compensation insurance or any health, accident or disability insurance to cover Endorser. MusclePharm shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, nor provide any other contributions or benefits that might be expected in an employer-employee relationship. Endorser shall be solely responsible and liable for reporting and paying all federal and state income or other taxes applicable to the Endorser's compensation under this Agreement and MusclePharm will provide Lender with an IRS Form 1099 at the end of each calendar year in which compensation is paid to Lender. It is further understood and expressly agreed by Endorser that he has no right or authority to incur expenses, obligations or liabilities in the name of or binding on MusclePharm, and he shall not represent to third parties that he has any relationship (e.g., employer-employee or principal-agent) with MusclePharm other than the independent contractor arrangement set forth in this Agreement.   15. Indemnification.   (a) By the AS Parties. The AS Parties will at all times indemnify and hold MusclePharm and its agents and licensees harmless from and against any and all claims, damages, liabilities, costs and expenses (including reasonable outside attorneys' fees), arising out of any breach by the AS Parties of any warranty or agreement made by the AS Parties hereunder. 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.   (b) By MusclePharm. MusclePharm agrees to protect, indemnify, save, defend, and hold harmless the AS Parties, their related companies, affiliates, and partners, and each of their assigns, agents, representatives, officers, directors, shareholders, and employees from and against any and all expenses, damages, liabilities, claims, suits, actions, judgments, costs and expenses whatsoever (including reasonable attorney's fees; both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision), caused by, arising out of, or in any way connected with (i) any injury, death, or other harm or claim connected with, or claimed defect in, Products or Licensed Products provided, manufactured, produced, marketed, promoted, sold, and/or distributed by MusclePharm (including any party affiliated with MusclePharm); (ii) any material inaccuracy or misrepresentation by MusclePharm in this Agreement; (iii) any advertisement and/or promotion of MusclePharm, its Products, or Licensed Products, including but not limited to any use of the materials produced pursuant to this Agreement, as well as MusclePharm's advertising/promotion campaign described above in this Agreement and/or (iv) any breach of this Agreement and/or in connection with this Agreement. No settlement will be entered into by the AS Parties without MusclePharm's prior written approval.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  16. Exclusivity; Non-Competition:   (a) 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. Any failure of Endorser to disclose such conflicting interests, or any breach of this Section, shall be deemed a material breach of the Agreement. Endorser's duty not to compete with the business of MusclePharm shall continue for a period of one year following the expiration or termination of this Agreement. Endorser's non-competition obligation shall not be required in the event of a material breach of this Agreement by MusclePharm.   (c) Notwithstanding the foregoing or anything else contained herein, this Agreement shall not prevent or shall in any manner restrict Endorser from advertising, marketing and or endorsing products (or other companies which manufacture such products) which incidentally contain dietary supplements (including without limitation protein, vitamins, minerals, amino acids, herbs, legal performance enhancing substances) provided the primary purpose of such product or company is not to sell or market a dietary supplement.   17. [RESERVED.]   18. Assignment:   The license granted by this Agreement is personal to MusclePharm. 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. 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. In addition, notwithstanding the foregoing, the Endorser and the Lender shall be entitled to sell, transfer and assign the Cash Compensation and the Compensation Shares (subject to compliance with the restrictions set forth in Section 8(a) above and federal and state securities laws) to third parties; provided, however, that Endorser shall remain solely liable to fulfill all of his obligations under this Agreement.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  19. Modification of Agreement:   The parties may modify this Agreement hereto only by a written supplemental agreement executed by both parties.   20. Notice:   Any notice required or permitted to be given hereunder shall be sufficient if given in writing, and sent by registered or certified mail, postage prepaid, or by courier such as FedEx, addressed as follows:   If to MusclePharm:   MusclePharm Attn: Brad Pyatt; CEO 4721 Ironton Street Denver, CO 80237   With a copy to:   Sichenzia Ross Friedman Ference LLP 61 Broadway, 32nd Floor New York, NY 10006 Attn: Harvey J. Kesner, Esq. Edward H. Schauder, Esq   If to the AS Parties:   Arnold Schwarzenegger c/o Main Street Advisors, Inc. 3110 Main Street, Suite #310 Santa Monica, CA 90405   Marine MP, LLC 3110 Main Street, Suite #300 Santa Monica, CA 90405 ATTN: Arnold Schwarzenegger   Fitness Publications, Inc. 3110 Main Street, Suite #300 Santa Monica, CA 90405 ATTN: Arnold Schwarzenegger\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  With a copies to:   Main Street Advisors 3110 Main Street, Suite 310 Santa Monica, CA 90405 Attn: Paul Wachter & Alex Cohen   and   Bloom Hergott Diemer Rosenthal LaViolette Feldman Schenkman & Goodman, LLP 150 South Rodeo Drive, 3rd Floor Beverly Hills, CA 90212 Attn: Patrick M. Knapp, Esq.   and   Loeb & Loeb LLP 10100 Santa Monica Blvd., Suite 2200 Los Angeles, Ca 90067 Attn: David W. Grace   or to such other address as the parties hereto may specify, in writing, from time to time. Written notice given as provided in this Section shall be deemed received by the other party two business days after the date the mail is stamped registered or certified and deposited in the mail, or deposited with courier.   21. 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. The exclusive venue for any proceeding to interpret, construe or enforce this Agreement in accordance with Section 22 below shall be Los Angeles County, California.   22. Dispute Resolution and Attorneys' Fees:   (a) Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles County before an arbitrator who is a retired U.S. District Court judge. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. The parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of this Agreement) with respect to any final award in an arbitration arising out of or related to this Agreement. Nothing in this agreement clause shall preclude parties from seeking provisional or injunctive relief remedies in aid of arbitration from a court of appropriate jurisdiction.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  (b) In any arbitration arising out of or related to this Agreement, the arbitrator(s) shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator(s) determine a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator(s) may award the prevailing party an appropriate percentage of the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.   23. Binding Effect:   This Agreement when signed by the parties shall be binding upon the parties, and their respective heirs, successors or legal representatives.   24. Representations, Warranties and Covenants:   (a) The AS Parties represent and warrant that (i) they hold all such rights, title, and interest in his Name and Appearance Rights as are required to permit them to enter into this Agreement; (ii) they have the full right, power and authority to enter into this Agreement; (iii) they have not authorized any third party to create products similar to the AS Product Line, and (iv) they do not own any equity interest in any companies that produce nutrition and/or supplement products. MusclePharm expressly acknowledges that the AS Parties have not ascertained the worldwide availability of the Name and Appearance Rights and related Trademarks for use as trademarks on the Licensed Products or whether such use would infringe the rights of any other entities. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE AS PARTIES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE TRADEMARKS AND NAME AND APPEARANCE RIGHTS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. THE AS PARTIES SHALL NOT BE LIABLE TO MUSCLEPHARM OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM OR RELATING TO MUSCLEPHARM'S USE OF THE TRADEMARKS AND NAME AND APPEARANCE RIGHTS. IN NO EVENT SHALL THE AS PARTIES BE LIABLE FOR SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.   (b) MusclePharm represents, warrants and covenants that (i) it has the full right, power and authority to enter into this Agreement; (ii) it has acquired all rights necessary to perform this Agreement and exploit the Licensed Products as contemplated herein; (iii) the Licensed Products, any element thereof, or any advertising, promotional or publicity materials supplied by Licensee or third parties hereunder will not contain any language or material which is obscene, libelous, slanderous or defamatory; (iv) the use of the Licensed Product and the Name and Appearance Rights as contemplated herein will not violate or infringe the copyright, trademark, or other rights of any third party; (v) the Products and Licensed Products will comply in all material respects with all applicable laws and regulations and will be safe for human consumption.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  25. Payments:   All cash payments shall be made via wire transfer to the Lender to an account provided by Lender or his representative.   26. Confidentiality:   The parties acknowledge that during the course of this Agreement the parties will provide to each other certain proprietary and confidential information that is held and maintained confidentially by each party. Each party shall be entitled to share such confidential information received by such party only with such party's representatives, legal and accounting advisors who shall agree to be bound by the confidentiality obligations set forth in this Section 26. During the term of this Agreement and for three (3) years thereafter, each party shall hold in strict confidence all such information. This obligation shall not apply to any information which: (a) becomes known to the general public through no fault of either party; (b) is required to be disclosed in the enforcement of rights hereunder, or (c) is required to be disclosed by any state or federal statue, regulation or court order.   27. 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. Without limiting the generality of the foregoing, such policy shall provide protection against any and all claims, demands, and causes of action arising out of any defects or failure to perform, alleged or otherwise, of the Products and Licensed Products or any material used in connection therewith or any use thereof. The policy shall provide for ten (10) days notice to the AS Parties from the insurer by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation, or termination thereof. MusclePharm agrees to furnish the AS Parties a certificate of insurance evidencing same within thirty (30) days after execution of this Agreement and, in no event, shall MusclePharm manufacture, distribute, advertise, or sell the Licensed Products prior to receipt by the AS Parties of such evidence of insurance. MusclePharm shall be responsible to provide for any appearances pursuant to this Agreement by Endorser appropriate certificates of insurance with coverage limits of at least Five Million Dollars (US$5,000,000) per occurrence endorsed to name the AS Parties as additional named insureds with respect to claims arising out of appearances by Endorser. MusclePharm shall be responsible to pay the deductible under any such insurance policies with respect to any claims made under such policies.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  28. Entire Agreement:   This Agreement contains the entire contract of the parties with respect to the subject matter hereof and supersedes all agreements and understandings between the parties concerning the subject matter hereof. The language in all parts of this Agreement shall in every case be construed simply according to its fair meaning.   29. Infringement:   (a) The AS Parties shall have the exclusive right, but not the obligation, to prosecute, defend, and/or settle at their own cost and expense and in their sole discretion, all actions, proceedings and claims involving an infringement of the Name and Appearance Rights or Trademarks and to take any other action that they deem proper or necessary in their sole discretion for the protection and preservation of such rights. In their sole option, the AS Parties may take any action described above in one or more of their own names and MusclePharm will cooperate fully therewith. MusclePharm shall have the exclusive right, but not the obligation, to prosecute, defend and/or settle at its own cost and expense and in its sole discretion, all actions, proceedings and claims involving an infringement of the MusclePharm trade name, trademarks, and logo even if the matter involves the Licensed Products and to take any other action that its deem proper or necessary in its sole discretion for the protection and preservation of such rights. In its sole option, MusclePharm may take any action described above in its own name and the AS Parties will cooperate fully therewith if the matter involves the Licensed Products. All expenses of any action taken by a party hereto as contemplated above shall be borne by such party, and all relief granted in connection therewith shall be solely for the account of such party. A party hereto will not claim or reserve any rights against the other party as the result of any such action contemplated above.   (b) Each party shall notify the other party promptly of any adverse, pending or threatened action in respect of an infringement of the Name and Appearance Rights or Trademarks or any infringement of the Licensed Products, as the case may be, and of any use by third parties that would or might tend to be adverse to the rights of the parties hereto, as applicable.     * * * THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. * * *\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  This Agreement when signed and dated by all parties shall be deemed to be made, accepted and delivered in the City and County of Los Angeles, California, regardless of where the Agreement is executed by the parties.   MusclePharm Corporation   By: /s/Brad Pyatt     Name: Brad Pyatt     Title:CEO     Dated: July 26, 2013   Marine MP, LLC   By: /s/ Paul Wachter     Name: Paul Wachter     Title: Manager     Dated: July 26, 2013   By: /s/Arnold Schwarzenegger     Arnold Schwarzenegger     Dated: July 26, 2013   Fitness Publications, Inc.   By: /s/Arnold Schwarzenegger     Name:     Title:     Dated: July 26, 2013\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  EXHIBIT A   PROMOTIONAL PRODUCTS   Promotional Products shall include the following products: \u00b7 T-Shirts; \u00b7 Golf Shirts; \u00b7 Hats; \u00b7 Visors; \u00b7 Wristbands and Headbands; and \u00b7 Shakers.   Each and every of the foregoing Promotional Products must be specifically approved in advance and in writing by the AS Parties and shall always prominently include the MusclePharm logo or images of the Licensed Products.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  Exhibit \"B\" Royalty Statement   Company Name:MusclePharm Corporation   Licensee Address:4721 Ironton Street, Unit A, Denver, Colorado 80239   For Quarter Ending:____________________\n\nCustomer Name\n\n  Item/SKU Number or Description\n\n  Invoice Price\n\n  No. Units Sold\n\n  Sales Invoice\n\n  Less Returns\n\n  Net Sales\n\n  Royalty Percentage\n\n  Royalty Amount   Total Royalty Earned This Quarter:   $            Total Earned Royalty To Date (This Contract Year):   $            TOTAL   $            Less Paid and Un-Recouped Minimum Guarantee:   $ ([ ])          Balance Due From the Company and Payable This Quarter:   $     I hereby certify that the above is accurate and complete.             Signature   Date           Title               Printed Name       Submit to:           Name:     Email:     Tel:     Date Received:\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  Exhibit \"C\"   Section (1)   Guaranteed Minimum Royalty during the initial Term:   Contract Year   Minimum Royalty   Timing of Payment One   $1,500,000   $500,000 payment due on the following dates: July 23, 2013; October 1, 2013; February 1, 2014 Two   $2,000,000   $666,666.66 payment due on the following dates: July 23, 2014; October 1, 2014; February 1, 2015 Three   $2,500,000   $833,333.33 payment due on the following dates: July 23, 2015; October 1, 2015; February 1, 2016\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  Section (2)   Guaranteed Minimum Royalty during the First Additional Term:   In the event that the Renewal Threshold is achieved in the Third Contract Year, during the First Additional Term the Minimum Royalty and Timing of Payment shall be as follows:   Contract Year   Minimum Royalty   Timing of Payment Four   $2,500,000   $833,333.33 payment due on the following dates: July 23, 2016; October 1, 2016; February 1, 2017 Five   $2,500,000   $833,333.33 payment due on the following dates: July 23, 2017; October 1, 2017; February 1, 2018 Six   $2,500,000   $833,333.33 payment due on the following dates: July 23, 2018; October 1, 2018; February 1, 2019\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  Section (3)   Guaranteed Minimum Royalty during the Second Additional Term:   In the event that the Second Renewal Threshold is achieved in the Sixth Contract Year, during the Second Additional Term the Minimum Royalty and Timing of Payment shall be as follows:   Contract Year   Minimum Royalty   Timing of Payment Seven   $5,000,000   $1,666,666.66 payment due on the following dates: July 23, 2019; October 1, 2019; February 1, 2020 Eight   $5,000,000   $1,666,666.66 payment due on the following dates: July 23, 2020; October 1, 2020; February 1, 2021 Nine   $5,000,000   $1,666,666.66 payment due on the following dates: July 23, 2021; October 1, 2021; February 1, 2022\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  Exhibit \"D\"   Endorser Expenses   MusclePharm shall be responsible for the following expenses: \u00b7 Exclusive private jet transportation (Netjets, or as otherwise indicated by Endorser) to be arranged through M. Paul Wachter or Alex Cohen; \u00b7 A first class suite at a hotel of Endorser's choice; \u00b7 A security detail; and \u00b7 A reasonable per diem expense allowance while Endorser is on location.\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017\n\n\n\n\n\n\n\n  Exhibit \"E\" Approval Request Response   Tracking Number: _____________________   CONCEPT: ________________________________ Date: __________________   Approved. Supply pre-production sample as soon as available for approval.   Not approved, pending changes indicated. Re-submit concept sample for approval.   Not approved.   PRE-PRODUCTION SAMPLE: _____________________ Date: _____________   Approved. Supply production sample as soon as available for approval.   Not approved, pending changes indicated. Re-submit pre-production sample for approval.   Not approved.   PRODUCTION SAMPLE: _______________________ Date: ______________   Approved. Supply production sample for Arnold Schwarzenegger's records.   Approved with changes for next production run - please re-submit.   Not approved, pending changes indicated. Re-submit production sample for approval.   Not approved. Cease all manufacture, sale, display, marketing, and distribution.   COMMENTS:       Signature:     Title:\n\n\n\nSource: MUSCLEPHARM CORP, 10-K/A, 2/8/2017"}]}, {"title": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "Master Service Agreement", "answer_start": 189}], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "CRO", "answer_start": 275}, {"text": "Client", "answer_start": 588}, {"text": "CRO Consulting (Pty) Limited", "answer_start": 275}, {"text": "Purinix Pharmaceuticals LLC", "answer_start": 442}], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "May 25th, 2018", "answer_start": 245}], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "25/05/2008", "answer_start": 15933}, {"text": "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.", "answer_start": 3496}], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 3496}], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "This Agreement shall be governed by the laws of the State of Connecticut, U.S.A. without regard to conflict of law principles.", "answer_start": 15305}], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "Client may terminate this Agreement on thirty (30) days written notice without cause.", "answer_start": 4137}], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "Any attempted assignment or delegation without such consent will be void.", "answer_start": 14165}, {"text": "CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld.", "answer_start": 1909}, {"text": "CRO will not assign any right or delegate any obligation under this Agreement without the prior written consent of Client.", "answer_start": 14042}], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [{"text": "(b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein; (c) to execute all necessary documents and provide Client proper assistance (at its expense) sufficient to enable it to obtain patent, copyright or other legal protections for any such inventions or innovations as described in paragraph 7.1(a) and (b), and to make and maintain reasonably detailed accurate records of any such inventions or innovations;", "answer_start": 9350}, {"text": "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;", "answer_start": 8545}], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "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;", "answer_start": 10191}], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 6742}], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": false}, {"answers": [{"text": "Any action of any kind by either party arising out of this Agreement must be commenced within five (5) years from the date the right, claim, demand, or cause of action shall first arise.", "answer_start": 14680}, {"text": "Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising.", "answer_start": 7262}, {"text": "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.", "answer_start": 6742}], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "PAXMEDICA,INC_07_02_2020-EX-10.12-Master Service Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.12 Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed.\n\nMaster Service Agreement This Master Service Agreement (\"Agreement\"), entered into on May 25th, 2018 by and between CRO Consulting (Pty) Limited, whose Registered Office is at OnQ House 250 Market Street Fairland Johannesburg 2170 South Africa (hereinafter referred to as \"CRO\") and Purinix Pharmaceuticals LLC whose Registered Office is at 1266 East Main Street, Suite 700R, Stamford, CT 06902, USA (hereinafter referred to as \"Client\"). 1.0 Services 1.1. Client requires CRO to carry out Clinical Research Services in South Africa (\"Services\"). CRO will carry out the tasks agreed and summarised in the Addenda to this Master Service Agreement. 1.2. This Agreement forms the basis for a working relationship between Client and CRO. This Agreement will be supplemented, in the form of Project-specific Addenda, as the need arises. The Project-specific Addenda will contain the detailed requirements of each Project for which Services are contracted to CRO by Client and all fees to be paid by Client. 1.3. Client will provide CRO with the documents and information necessary as requested by CRO for the conduct of the Services. 1.4. CRO agrees to perform the specific tasks set forth in the Project-specific Addenda in a professional manner, in strict accordance with the terms and conditions contained herein, relevant professional standards including in accordance with the Protocol and applicable amendments and ICH GCP Guidelines (ICH Harmonised Tripartite Guideline for Good Clinical Practice, May 1996) and all other relevant laws, rules, regulations and guidelines. 1.5. CRO agrees to perform these Services according to CRO's Standard Operating Procedures (SOPs) or other guidelines as provided, which are provided to Client on request. 1.6 CRO may not subcontract any parts of the Services to a third party without the prior written approval of Client, which approval shall not unreasonably be withheld. CRO will remain fully liable for the acts and omissions of its employees and approved subcontractors as if performed by CRO. 1.7 CRO will provide Client with a weekly written report summarizing the Services including all clinical study activity and any other information reasonably requested by Client. 2.0 Payment 2.1 Client will pay CRO for satisfactory performance of Services as agreed in each Project-specific Addendum to this Agreement. Confidential Page 1 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. 2.2 Routine telephone calls, mobile calls, faxes and photocopying will be included in the rate provided by CRO. For clarity, there shall be no payment obligations other than as agreed in each Project-specific Addendum. 2.4 CRO will provide a detailed account of all time and tasks, as against project specific task and time addenda, and will be payable within 30 days of receipt of invoice by Client. 2.5. Changes in scope may be incorporated into this Agreement or the Project-specific Addenda upon the written consent of both parties. 2.6. In the event of a conflict between the terms of this Agreement and the Project-specific Addenda the terms of this Agreement shall prevail unless specifically stated in the Project-specific Addenda. 3.0 Period of the Agreement 3.1. 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. 4.0 Termination 4.1. Either party may terminate this Agreement on thirty (30) days written notice if the other materially breaches this Agreement; provided, however that the party in breach shall have the right to cure such breach within thirty (30) days after receipt of written notice of the other party's intention to terminate. 4.2. Client may terminate this Agreement on thirty (30) days written notice without cause. In the event of termination by Client for reasons other than default by CRO, Client shall pay all sums owing to CRO, but unpaid, for work performed to date of receipt of termination notice, and all reasonable and necessary costs associated with the termination itself or to which CRO is committed to pay. In the event of termination by Client, CRO shall use all efforts to minimize any such costs, including cancelling orders and services to the extent possible. 4.3. In the event of early termination under 4.1. above where CRO is in material breach, any credit held in favour of CRO shall be returned to Client within thirty (30) days following such termination, provided that the Client will then be liable for all outstanding third party costs lawfully incurred hereunder by CRO prior to the termination. 4.4. Either party shall be entitled forthwith to terminate this Agreement with immediate effect by written notice to the other if that other is adjudged insolvent or goes into liquidation (other than for bona fide reconstruction) or has a receiver appointed over any of its property or assets. 5.0 Warranties, Limitations of Liability and Indemnification 5.1. CRO warrants to Client that the Services will be performed in a professional and workmanlike manner and on a best endeavours basis in accordance with the standard of care ordinarily and reasonably expected in the performance of such Services and that the work performed for Client will be correct in all material respects to the best of the knowledge and belief of CRO. However, Client acknowledges that the provision of the Services is dependent upon the responsiveness of the South African regulatory authorities and CRO shall not be held responsible for any acts or omissions of such authorities. Confidential Page 2 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. 5.2. CRO reserves the right to place staff on the project, however not without initially providing a project management and resource outline to Client, including but not limited to, the current Curriculum Vitae of proposed staff. CRO will notify Client of any change in staff. Any new or replacement personnel shall be subject to Client's prior written approval, which approval shall not be unreasonably withheld. 5.3. CRO will utilize CRO business cards, letterheads and facsimile templates for the purpose of the conduct of this trial. 5.4. 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. 5.5. Neither Party shall be liable to the other Party in respect of any indirect loses or damaged, pure economic nature, loss of profits or income howsoever arising. 5.6. CRO will defend, indemnify and hold harmless Client and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of CRO or any of its agents or employees in the course of performing CRO's obligations hereunder. 5.7. Client will defend, indemnify and hold harmless CRO and its directors, officers, employees and agents from and against all liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising from any third party claim, action or lawsuit or other proceeding which is attributable to any negligent or willful act or omission or breach of this Agreement on the part of Client or any of its agents or employees in the course of performing Client's obligations hereunder, including but not limited to breaches of third party intellectual property rights. 6.0 Inventions and Proprietary Information 6.1 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; Confidential Page 3 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. (b) that all deliverables and work products in the form of works of authorship developed by CRO in the performance of Services under this Agreement shall be deemed works made for hire, and shall belong fully and exclusively to Client; and that if by operation of law such deliverables or work products are not works made for hire, CRO agrees to, and does hereby, assign to Client all right, title, and interest in such deliverables or work product, including all copyrights therein; (c) to execute all necessary documents and provide Client proper assistance (at its expense) sufficient to enable it to obtain patent, copyright or other legal protections for any such inventions or innovations as described in paragraph 7.1(a) and (b), and to make and maintain reasonably detailed accurate records of any such inventions or innovations; (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; (e) not to use, publish, or otherwise disclose (except if properly authorized as a part of the work for Client) any information which is provided to CRO under the terms of this Agreement including but not limited to any non-public, proprietary or confidential information; (f) not to disclose or utilize in the performance of Services for Client any proprietary or confidential information of others or any inventions of CRO which are not included within the scope of this Agreement; (g) not to divulge to any person, firm, or corporation any information received during the course of this service agreement with regard to the personal, financial, or other affairs of Client or its subsidiaries, and that all such information shall be kept confidential and shall not, in any manner, be revealed to anyone. h) not to divulge or make known to any person, firm, or corporation any of the methods, processes, formulae, discoveries, or inventions, and not, in any manner whatsoever, divulge, publish or otherwise reveal, either directly or indirectly, any knowledge of inventions or devices which CRO may come into knowledge of solely as a result of and during the terms of CRO agreement with Client and to retain whatever knowledge secured in trust as a fiduciary for the sole benefit of Client, its successors and assigns. 8.0 Medical and Regulatory 8.1. Both parties shall promptly notify the other party of any governmental regulatory inspections of which it becomes aware and which relate to any project covered in the Addenda. Client shall have the right to be present at any such inspections and shall have primary responsibility for preparing any responses, which may be required, to the extent such responses relate to the project covered by the Addenda. 8.2. Client may designate representatives who shall, upon reasonable notice to CRO, have access to and shall be permitted to review all documents, information, data and/or materials specifically related to the conduct of the projects covered by the Addenda. 8.3. CRO will inform Client in writing immediately of any suspected fraud. Confidential Page 4 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. 9.0 Independent Contractor Status 9.1 It is understood and agreed that CRO is an independent contractor and will not have any rights to any of Client benefits, nor for any purposes be deemed or intended to be an employee of Client. CRO agrees to make any payments or withholding required by the South African Revenue Service. 9.2 It is further understood that CRO is not an agent of Client and is not authorized to bind Client with respect to any third party. 10.0 Conflicts of Interest 10.1. CRO represents that there is no conflict of interest between performance of this Agreement and the performance of services by CRO for any other party. In the event that CRO believes that there is presently any such conflict, or any such conflict arises during the term of this Agreement, CRO will immediately notify Client which may, at its sole discretion, immediately terminate this Agreement without liability to CRO. 11.0 Notices 11.1. Any notice will be in writing and will be given by registered mail, return receipt requested, or hand delivered to the other party at the address given on this agreement or to such other address as may be substituted by notice. If sent by mail, notice will be effective on the date of receipt. 12.0 General Provisions 12.1 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. 12.2 The headings in this Agreement are for reference purposes only; they will not affect the meaning or construction of the terms of this Agreement. 12.3 If any parts or part of this Agreement are held to be invalid, the remaining parts of the Agreement will continue to be valid and enforceable. 12.4. The provisions of this Agreement are for the sole benefit of the parties, and not for the benefit of any other persons or entities. 12.5 Any action of any kind by either party arising out of this Agreement must be commenced within five (5) years from the date the right, claim, demand, or cause of action shall first arise. 12.6 This Agreement contains the complete and exclusive understanding of the parties with respect to the subject matter hereof. No waiver, alteration or modification of any of the provisions hereof will be binding unless in writing and signed by a duly authorized representative of the party to be bound. Neither the course of conduct between the parties nor trade usage will act to modify or alter the provisions of this Agreement. 12.7 This Agreement shall be governed by the laws of the State of Connecticut, U.S.A. without regard to conflict of law principles. Confidential Page 5 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. BANKING DETAILS [***] Fur the purposes of invoicing, invoices shall be addressed to: Purinix Pharmaceuticals LLC [***] Att: Chief Executive Officer CRO Client Signature /s/ Michael Derby Signature /s/ Catherine Lund Name Michael Derby Name Catherine Lund Title CEO Title Managing Director Date 25/05/2008 Date 25/05/2008 Confidential Page 6 of 7 Initials: CL MD Version Jan16_v1\n\n\n\n\n\nCertain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. ADDENDA 1 Clinical Protocol Synopsis of Phase 2B Study using [***]to Treat Children with Autism Spectrum Disorder PAYMENT SCHEDULE (USD) With reference to OnQ proposal v3 13/04/2018 [***] Signature of Contract: 20% of Professional Fees OnQ costs Monitoring [***] [***] Office overhead [***] [***] Data Management [***] [***] [***] [***] Milestone Percentage USD ( amount) Signature of contract SAHPRA approval 15% [***] FPI 5% [***] 50% recruitment 20% [***] 100% recruitment 20% [***] DB lock 10% [***] CSR Draft 10% [***] Acceptance of Final CSR Final Payment [***] Confidential Page 7 of 7 Initials: CL MD Version Jan16_v1"}]}, {"title": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "Consulting Agreement", "answer_start": 2323}], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Driven Deliveries, Inc.", "answer_start": 151}, {"text": "TruckThat LLC", "answer_start": 214}, {"text": "Company and Consultant shall sometimes be referred to herein singularly as a \"Party\" or collectively as the \"Parties\" to this Agreement.", "answer_start": 244}, {"text": "Company", "answer_start": 177}, {"text": "Consultant", "answer_start": 230}], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "May 1, 2019", "answer_start": 105}], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "May 1, 2019", "answer_start": 105}], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 17543}], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "This Agreement shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction.", "answer_start": 23945}], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 14454}], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [{"text": "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", "answer_start": 15445}], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": false}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 14937}], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": false}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 17741}], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement.", "answer_start": 24530}], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [{"text": "Consultant agrees to assist Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments that the Company may deem necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and in order to deliver, assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title, and interest in and to all Inventions and testifying in a suit or other proceeding relating to such Inventions.", "answer_start": 11086}, {"text": "Consultant agrees that, if the Company is unable because of Consultant's unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Consultant's signature with respect to any Inventions, including, without limitation, for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company in Section 3.1, then Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant's agent and attorney-in-fact, to act for and on Consultant's behalf to execute and file any papers and oaths and to do all other lawfully permitted acts with respect to such Inventions to further the prosecution and issuance of patents, copyright and mask work registrations with the same legal force and effect as if executed by Consultant. T", "answer_start": 11976}, {"text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Company at all times and upon Company's request, Consultant shall deliver (or cause to be delivered) the same.", "answer_start": 10461}, {"text": "Consultant agrees that all right, title, and interest in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, \"Inventions\"), are the sole property of the Company. 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. Without limiting the foregoing, all Inventions shall be deemed Confidential Information of the Company", "answer_start": 7391}], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice 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, 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.", "answer_start": 8500}], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [{"text": "Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice 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, 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.", "answer_start": 8500}], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": false}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter.", "answer_start": 10461}], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 21421}, {"text": "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.", "answer_start": 21894}], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.4 CONSULTING AGREEMENT This Consulting Agreement (\"Agreement\") is made and entered into as of May 1, 2019 (\"Effective Date\") by and between Driven Deliveries, Inc. (\"Company\"), a Nevada corporation, and TruckThat LLC (\"Consultant\"). Company and Consultant shall sometimes be referred to herein singularly as a \"Party\" or collectively as the \"Parties\" to this Agreement. WHEREAS, the Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services on the terms set forth below. In consideration of the mutual promises contained here, the Parties hereby agree as follows: 1. Services and Compensation. 1.1. Services. Consultant shall perform the following services: - The Consultant will provide the Company services as a Strategic Marketing & Fundraising Consultant. - The Consultant shall be responsible for the strategic planning of business expansion, including Fundraising and Stock Promotion, of the Company and its subsidiaries. - These Services shall include Marketing guidance and support, not limited to: \u25cb Graphics \u25cb Web \u25cb Social \u25cb Brand - These Services will include updates to investor decks, customer sales decks and other marketing material available to the public - The Company will provide the Consultant with the appropriate level of resources and information to perform such duties, and the Consultant shall be reimbursed for fees and expenses approved by the Company. - The Consultant will report directly to the CEO of the and will keep the CEO informed of all matters concerning the Services as requested by the CEO from time to time. - The Consultant acknowledges that he may be required to travel in order to provide the Services. 1.2 Compensation. The Company shall pay Consultant a flat fee consulting rate of $18,000 per month. 1.3 Expenses. The Company shall reimburse Consultant, in accordance with Company policy, for all reasonable expenses incurred by Consultant in performing the Services pursuant to this Agreement, but only if Consultant receives written consent from an authorized agent of the Company prior to incurring such expenses and submits receipts for such expenses to the Company in accordance with the Company's general expense reimbursement policies.\n\nTruckThat LLC Consulting Agreement Page 1 of 7\n\n\n\n\n\n2. Confidentiality. 2.1. Definition of Confidential Information. \"Confidential Information\" means any nonpublic information that relates to the actual or anticipated business and/or products, research or development of the Company, its affiliates or subsidiaries, or to the Company's, its affiliates' or subsidiaries' technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company's, its affiliates' or subsidiaries' products or services and markets therefore, customer lists and customers (including, but not limited to, customers of the Company on whom Consultant called or with whom Consultant became acquainted during the term of this Agreement), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company, its affiliates or subsidiaries, either directly or indirectly, in writing, orally or by drawings or inspection of premises, parts, equipment, or other property of Company, its affiliates or subsidiaries. Notwithstanding the foregoing, Confidential Information shall not include any such information which Consultant can establish (i) was publicly known or made generally available prior to the time of disclosure to Consultant; (ii) becomes publicly known or made generally available after disclosure to Consultant through no wrongful action or inaction of Consultant; or (iii) is in the rightful possession of Consultant, without confidentiality obligations, at the time of disclosure as shown by Consultant's then-contemporaneous written records. 2.2. Nonuse and Nondisclosure. During and after the term of this Agreement, Consultant will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company, or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized representative of Company. Consultant shall not copy, transfer, or otherwise transmit Confidential Information to non-company electronic devices, including but not limited to computers, data storage devices, and disks. Consultant may disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, Consultant shall provide prior written notice to Company and seek a protective order or such similar confidential protection as may be available under applicable law at Company's expense. In any event, Consultant shall only disclose that Confidential Information required to be disclosed and shall maintain its confidentiality for all other purposes. Consultant agrees that no ownership of Confidential Information is conveyed to the Consultant. Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs as those developed under this Agreement for any third party. Consultant agrees that Consultant's obligations under this Section 2.2 shall continue after the termination of this Agreement. 2.3. Other Client Confidential Information. Consultant agrees that Consultant will not improperly use, disclose, or induce the Company to use any proprietary information or trade secrets of any former or concurrent employer of Consultant or other person or entity with which Consultant has an obligation to keep in confidence. Consultant also agrees that Consultant will not bring onto the Company's premises or transfer onto the Company's technology systems any unpublished document, proprietary information, or trade secrets belonging to any third party unless disclosure to, and use by, the Company has been consented to in writing by such third party. 2.4. Third Party Confidential Information. Consultant recognizes that the Company has received, and in the future will receive, from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that at all times during the term of this Agreement and thereafter, Consultant owes the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out the Services for the Company consistent with the Company's agreement with such third party. 3. Ownership. 3.1. Assignment of Inventions. Consultant agrees that all right, title, and interest in and to any material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, whether or not patentable or copyrightable, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, \"Inventions\"), are the sole property of the Company. 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. Without limiting the foregoing, all Inventions shall be deemed Confidential Information of the Company.\n\nTruckThat LLC Consulting Agreement Page 2 of 7\n\n\n\n\n\n3.2. Pre-Existing Materials. Subject to Section 3.1, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (\"Prior Inventions\"), (i) Consultant will provide the Company with prior written notice 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, 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. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company's prior written permission, including without limitation any free software or open source software. 3.3. Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as \"moral rights,\" \"artist's rights,\" \"droit moral,\" or the like (collectively, \"Moral Rights\"). To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. 3.4. Maintenance of Records. Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Company at all times and upon Company's request, Consultant shall deliver (or cause to be delivered) the same. 3.5. Further Assurances. Consultant agrees to assist Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments that the Company may deem necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and in order to deliver, assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title, and interest in and to all Inventions and testifying in a suit or other proceeding relating to such Inventions. Consultant further agrees that Consultant's obligations under this Section 3.5 shall continue after the termination of this Agreement. 3.6. Attorney-in-Fact. Consultant agrees that, if the Company is unable because of Consultant's unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Consultant's signature with respect to any Inventions, including, without limitation, for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company in Section 3.1, then Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant's agent and attorney-in-fact, to act for and on Consultant's behalf to execute and file any papers and oaths and to do all other lawfully permitted acts with respect to such Inventions to further the prosecution and issuance of patents, copyright and mask work registrations with the same legal force and effect as if executed by Consultant. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable.\n\nTruckThat LLC Consulting Agreement Page 3 of 7\n\n\n\n\n\n4. Consultant Obligations. 4.1. Representations and Warranties. Consultant represents and warrants that: (a) Consultant has no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Agreement, Consultant's obligations to the Company under this Agreement, and/or Consultant's ability to perform the Services and Consultant will not enter into any such conflicting agreement during the term of this Agreement; (b) In the course of performing the Services and providing the deliverables hereunder, neither it nor Consultant's employees or contractors will violate or infringe any proprietary rights of any third party, including, without limitation, confidential relationships, trade secrets, patents, trademarks or copyrights; (c) The Services provided shall be performed in a timely, professional and workmanlike manner of a high grade, nature, and quality, and in accordance with any deadlines agreed between Consultant and Company; and (d) Consultant has in place and/or will obtain written agreements with its employees and contractors sufficient to protect Company's Confidential Information in accordance with the terms of this Agreement and to allow Consultant to provide the assignments and licenses to intellectual property rights developed by such parties in connection with the performance of the Services. 4.2 Covenant Not to 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. 4.3 Non-Solicitation. 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. 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 4.4 Non-Circumvention. Consultant expressly agrees that he will not pursue or engage in any transaction to which he was first introduced through his consulting and/or any other business or employment relationship with the Company, or to contact directly or indirectly any party of interest related to such transactions, without the prior written consent of the Company. 5. Return of Company Materials. Upon the termination of this Agreement, or upon Company's earlier request, Consultant will immediately deliver to the Company, and will not keep in Consultant's possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Confidential Information, tangible embodiments of the Inventions, all devices and equipment belonging to the Company, all electronically-stored information and passwords to access such property, those records maintained pursuant to Section 3.4 and any reproductions of any of the foregoing items that Consultant may have in Consultant's possession or control. 6. Reports. Consultant agrees that Consultant will periodically keep the Company advised as to Consultant's progress in performing the Services under this Agreement. Consultant further agrees that Consultant will, as requested by the Company, prepare written reports with respect to such progress. The Company and Consultant agree that the reasonable time expended in preparing such written reports will be considered time devoted to the performance of the Services.\n\nTruckThat LLC Consulting Agreement Page 4 of 7\n\n\n\n\n\n7. Term and Termination. 7.1. Term. 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. 7.2. Termination. 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. The Company may terminate this Agreement immediately and without prior notice if Consultant refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. 7.3. Survival. Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease except: (a) The Company will pay, within thirty (30) days after the effective date of termination, all amounts owing to Consultant for Services completed and accepted by the Company prior to the termination date and related reimbursable expenses, if any, submitted in accordance with the Company's policies and in accordance with the provisions of Article 1 of this Agreement; and (b) Article 2 (Confidentiality), Article 3 (Ownership), Section 4.2 (Covenant Not to Compete), Section 4.3 (Non-Solicitation), Section 4.4 (Non-Circumvention), Article 5 (Return of Company Materials), Article 7 (Term and Termination), Article 8 (Independent Contractor Relationship), Article 9 (Indemnification), Article 10 (Limitation of Liability), Article 11 (Arbitration and Equitable Relief), and Article 12 (Miscellaneous) will survive termination or expiration of this Agreement in accordance with their terms. 8. Independent Contractor Relationship. It is the express intention of the Company and Consultant that Consultant will perform the Services as an independent contractor to the Company. Nothing in this Agreement shall in any way be construed to constitute Consultant as an agent, employee or representative of the Company. Without limiting the generality of the foregoing, Consultant is not authorized to bind the Company to any liability or obligation or to represent that Consultant has any such authority. Consultant agrees to furnish all tools and materials necessary to accomplish this Agreement and shall incur all expenses associated with performance. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement. 9. Indemnification. Consultant agrees to indemnify and hold harmless the Company and its affiliates and subsidiaries and their respective directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys' fees and other legal expenses, arising directly or indirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Consultant or Consultant's assistants, employees, contractors or agents, (ii) performance of the Services or any breach by the Consultant or Consultant's assistants, employees, contractors or agents of any of the covenants contained in this Agreement, (iii) any failure of Consultant to perform the Services in accordance with all applicable laws, rules and regulations, (iv) any violation or claimed violation of a third party's rights resulting in whole or in part from the Company's use of the Inventions or other deliverables of Consultant under this Agreement, or (v) any amounts Company is required to pay by any court or governmental authority in any country based on a finding that Consultant's employees or contractors engaged in the performance of the Services are employees of Company or the failure of Consultant to file documents with respect to such employees or contractors or to pay any tax or similar fee or assessment in any country.\n\nTruckThat LLC Consulting Agreement Page 5 of 7\n\n\n\n\n\n10. Limitation of 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. 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. 11. Arbitration and Equitable Relief. 11.1. Arbitration. Except as described in Section 11.2 below, any dispute or controversy between Company and the Consultant and/or its employees or staff, including, but not limited to, those involving the construction or application of any of the terms, provisions or conditions of this Agreement or otherwise arising out of or relating to this Agreement, shall be settled by binding arbitration in accordance with the then-current commercial arbitration rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered by any court of competent jurisdiction. Company and the Consultant (or its employees as applicable) shall share the costs of the arbitrator equally but shall each bear their own costs and legal fees associated with the arbitration. The location of the arbitration shall be in the County of San Diego, California. 11.2. Availability of Injunctive Relief. Consultant acknowledges that any breach of its obligations under Articles 2 or 3 of this Agreement may result in irreparable injury for which Company shall have no adequate remedy at law. Accordingly, if Consultant breaches or threatens to breach Articles 2 or 3 of this Agreement, Company shall be entitled to seek, without proving or showing any actual damage sustained, a temporary restraining order, preliminary injunction, permanent injunction and/or order compelling specific performance to prevent or cease the breach of Articles 2 or 3 of this Agreement. Nothing in this Agreement shall be interpreted as prohibiting Company from obtaining any other remedies otherwise available to it for such breach or threatened breach, including the recovery of damages. 12. Miscellaneous. 12.1. Governing Law; Consent to Personal Jurisdiction. This Agreement shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction. To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in the County of San Diego, California. 12.2. Assignability. This Agreement will be binding upon Consultant's assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns. Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement. Notwithstanding anything to the contrary herein, Company may assign this Agreement without Consultant's consent. 12.3. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between the Parties. Consultant represents and warrants that it is not relying on any statement or representation not contained in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule. 12.4. Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement. 12.5. Severability. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.\n\nTruckThat LLC Consulting Agreement Page 6 of 7\n\n\n\n\n\n12.6. Modification, Waiver. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in a writing signed by the Parties. Waiver by the Company of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach. 12.7. Notices. Any notice or other communication required or permitted by this Agreement to be given to a Party shall be in writing and shall be deemed given (i) if delivered personally or by commercial messenger or courier service, (ii) when sent by confirmed facsimile, or (iii) if mailed by U.S. registered or certified mail (return receipt requested), to the Party at the Party's address written below or at such other address as the Party may have previously specified by like notice. If by mail, delivery shall be deemed effective three business days after mailing in accordance with this Section 12.7. If to Company: Driven Deliveries, Inc. 5710 Kearny Villa Road, Suite 205 San Diego, California 92123 If to Consultant: TruckThat LLC 1300 Oakside Circle Chanhassen, MN 55317 12.8. Attorneys' Fees. In any court action at law or equity that is brought by one of the Parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing Party will be entitled to reasonable attorneys' fees, in addition to any other relief to which that Party may be entitled. 12.9. Signatures. This Agreement may be signed in two counterparts, each of which shall be deemed an original, with the same force and effectiveness as though executed in a single document. IN WITNESS, the Parties have executed this Consulting Agreement as of the date first-written above. \"Company\" DRIVEN DELIVERIES, INC. By: /s/ Brian Hayek BRIAN HAYEK, President \"Consultant\" TruckThat LLC By: /s/ Christian L. Schenk CHRISTIAN L. SCHENK EIN: 81-4992583 TruckThat LLC Consulting Agreement Page 7 of 7"}]}, {"title": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "SPONSORSHIP AND DEVELOPMENT AGREEMENT", "answer_start": 37}], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "RICK SMITH ENTERPRISES", "answer_start": 307}, {"text": "TDA", "answer_start": 297}, {"text": "TEKNIK DIGITAL ARTS INC.", "answer_start": 164}, {"text": "Smith", "answer_start": 332}], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "August 6, 2004", "answer_start": 111}], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "August 6, 2004", "answer_start": 111}], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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).", "answer_start": 11185}], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "This Agreement shall be governed by the laws of the State of Arizona applicable to agreements fully executed and performed therein.", "answer_start": 23992}, {"text": "This Agreement will be deemed entered into in Arizona and will be governed by and interpreted in accordance with the internal substantive laws of the State of Arizona without reference to conflicts of law provisions.", "answer_start": 21539}], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [{"text": "Smith hereby grants to TDA the following rights (the \"Rights\"):", "answer_start": 1543}, {"text": "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.", "answer_start": 5145}, {"text": "(d) the exclusive right to use and reuse the results and proceeds of       the in connection with TDA's Golf Instruction Related Products;", "answer_start": 2540}], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 5546}], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": false}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 22652}, {"text": "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", "answer_start": 22281}], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 22652}, {"text": "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", "answer_start": 22281}], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "33% royalty of net TDA net sales price.\n\n            a.    Handheld products 33% or $1 per subscription whichever is                   greater", "answer_start": 27910}, {"text": "Option to convert annual royalties to TDA common stock at a $10 of             stock for every $1 of Royalty converted.\n\n            a.    TDA stock conversion price based on the previous six month                   average daily price\n\n            b.    Option is limited to 50% of TDA outstanding stock and if the                   option is exercised, it must be exercised when the agreement     &sbsp;             is in effect.", "answer_start": 7222}, {"text": "25% royalty of net TDA net sales price.", "answer_start": 7169}, {"text": "25,000 Restricted common shares of TDA,\n\n            a.    As of the date of this agreement, Company has sold stock at                   $2.50/share.\n\n            b.    Par Value is $.0001 per share.", "answer_start": 6956}, {"text": "Option to convert annual royalties to TDA common stock at a $10 of             stock for every $1 of Royalty converted.\n\n            a.    TDA stock conversion price based on the previous six month                   average daily price\n\n            b.    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.\n\n            c.    This one-time option would cease all future royalties.", "answer_start": 28066}, {"text": "33% royalty of net TDA net sales price.", "answer_start": 27910}], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "Smith hereby grants to TDA the following rights (the \"Rights\"):\n\n            (a) the right to use and reuse Smith's name, voice, likeness,       facsimile signature, personal statistics, biographical information and any       reproduction or simulation thereof (\"Smith's Likeness\") in TDA's Golf       Instruction Related Products and on packaging for TDA's Golf Instruction       Related Products in any fashion, said grant of rights being limited to the       world (the \"Contract Territory\")\";\n\n            (b) the right to use and reuse Smith's Likeness in TDA's general       internal, non-public corporate promotional materials (such as TDA's Annual       Report), corporate advertising and in other forms of publicity;\n\n            (c) the right to use and reuse Smith's Likeness in and in connection       with the marketing, advertising, promoting and publicizing of TDA's Golf       Instruction Related Products, by any and all means now known or hereafter       developed;\n\n            (d) the exclusive right to use and reuse the results and proceeds of       the in connection with TDA's Golf Instruction Related Products; and\n\n            (e) with Smith's prior reasonable approval, the right to license to       third parties any of the foregoing rights but only in connection with or       directly related to the marketing and sale of TDA's Golf Instruction       Related Products.", "answer_start": 1543}, {"text": "Without limiting the foregoing, TDA shall, during the Term (and, Subject to the limitations and conditions on the Rights as set forth in this Agreement, thereafter) have the full and complete right to revise, telecast, broadcast, use, distribute, reproduce, record, publish, print, license, copyright and exhibit the contents of any Results and Proceeds, the Golf Instruction Related Products and any Advertising Materials and any versions or revisions thereof and, in TDA's sole discretion, the Results and Proceeds, the Golf Instruction Related Products and Advertising Materials may be make by any process, instrumentation or device now known or hereafter developed and may be made or adapted for use in any and all media now known or hereafter developed (although it is acknowledged and agreed by TDA that multi-media usage (except, of course, as incorporated into TDA's Golf Instruction Related Products) shall be strictly limited to advertising) provided that any and all such uses are directly related to the marketing, development and sale of TDA's Golf Instruction Related Products.", "answer_start": 16535}], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 11407}, {"text": "All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.", "answer_start": 10915}], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 8969}, {"text": "All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.", "answer_start": 10915}], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 23500}, {"text": "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.", "answer_start": 23756}], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "EXHIBIT 10.15\n\n                      SPONSORSHIP AND DEVELOPMENT AGREEMENT\n\n      This Agreement is made as of August 6, 2004 (the \"Effective Date\") by and between TEKNIK DIGITAL ARTS INC., a Nevada corporation with offices at 7377 E. Doubletree Ranch Road, Suite 270, Scottsdale, Arizona 85258 (\"TDA\") and RICK SMITH ENTERPRISES (\"Smith\"), c/o GAYLORD SPORTS MANAGEMENT, 14646 N. Kierland Blvd., Suite 230, Scottsdale, Arizona 85254 Attention: Steve Loy.\n\n                                    RECITALS\n\n      TDA is in the business of developing and publishing interactive entertainment software products. TDA desires to have Smith assist in the development, endorsement and publicizing of TDA's golf instruction related software products.\n\n      THEREFORE, TDA and Smith agree as follows:\n\n1.    DEVELOPMENT, PRODUCTION, COMMERCIAL AND PUBLICITY SERVICES\n\n      1.1 General. Smith agrees to cooperate, consult with and aid TDA in connection with the development of TDA's \"Golf Instruction Related Product\" (hereinafter defined) and the advertising, marketing and publicity thereof. As used herein, the term \"Golf Instruction Related Product\" shall mean any interactive entertainment software product related to golf instruction which is produced and released during the \"Term\" (hereinafter defined in Section 5.1) and which may be published in multiple versions (e.g., versions for play on handheld mobile devices (including cell phones), for sale in any and all territories.\n\n2.    GRANT OF RIGHTS; COOPERATIONS\n\n      2.1 Publicity Rights. Smith hereby grants to TDA the following rights (the \"Rights\"):\n\n            (a) the right to use and reuse Smith's name, voice, likeness,       facsimile signature, personal statistics, biographical information and any       reproduction or simulation thereof (\"Smith's Likeness\") in TDA's Golf       Instruction Related Products and on packaging for TDA's Golf Instruction       Related Products in any fashion, said grant of rights being limited to the       world (the \"Contract Territory\")\";\n\n            (b) the right to use and reuse Smith's Likeness in TDA's general       internal, non-public corporate promotional materials (such as TDA's Annual       Report), corporate advertising and in other forms of publicity;\n\n            (c) the right to use and reuse Smith's Likeness in and in connection       with the marketing, advertising, promoting and publicizing of TDA's Golf       Instruction Related Products, by any and all means now known or hereafter       developed;\n\n            (d) the exclusive right to use and reuse the results and proceeds of       the in connection with TDA's Golf Instruction Related Products; and\n\n            (e) with Smith's prior reasonable approval, the right to license to       third parties any of the foregoing rights but only in connection with or       directly related to the marketing and sale of TDA's Golf Instruction       Related Products.\n\nSmith agrees to cooperate in good faith with TDA in connection with TDA's exercise of the Rights in accordance with the terms of this Agreement.\n\n      2.2 Limitations of License\n\n            (a) The Rights granted in Section 2.1 above will only be used by TDA       in connection with its Golf Instruction Related Products. TDA does not       have the right to use the Rights in any product whatsoever released before       or after the Term.\n\n            (b) TDA shall not utilize Smith's Likeness in a manner that would       constitute an endorsement of any product or service other than TDA's Golf       Instruction Related Products.\n\n                                       1\n\n      2.3 Smith as Featured Swing Instructor. TDA agrees that Smith will be the featured Instructor on all packaging of, and promotional materials related to, TDA's Golf Instruction Related Product.\n\n      2.4 No Obligation to Use. Except as set forth in Section 2.3 above, the payment to Smith of the sums required under this Agreement shall fully discharge all obligations of TDA to use Smith's Likeness under this Agreement.\n\n      2.5 Approvals. TDA agrees that no use of Smith's Likeness in connection with advertisements, promotions and other related/similar materials (specifically excluding, however, TDA's Golf Instruction Related Products) will be made hereunder unless and until the same has been approved by Smith in writing. Smith agrees that any material, advertising or otherwise, submitted for approval as provided herein may be deemed by TDA to have been approved hereunder if the same is not disapproved in writing within fourteen (14) days after receipt thereof. Smith agrees that any material submitted hereunder will not be unreasonably disapproved and, if it is disapproved, that TDA will be advised of\n\n\n\n\n\nthe specified grounds therefore. TDA agrees to protect, indemnify and save harmless Smith and Smith's agents, or either of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with, any advertising material furnished by, or on behalf of, TDA.\n\n3.    EXCLUSIVITY\n\n      3.1 Exclusivity Period. 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. 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. Notwithstanding anything herein to the contrary, this Section 3.1 is specifically subject to the provisions of Section 2.2 above. Smith's obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this Agreement as the \"Exclusivity Obligations\". Notwithstanding anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.\n\n4.    COMPENSATION\n\n      4.1 Products. TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.\n\n      4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n      1)    25,000 Restricted common shares of TDA,\n\n            a.    As of the date of this agreement, Company has sold stock at                   $2.50/share.\n\n            b.    Par Value is $.0001 per share.\n\n      2)    25% royalty of net TDA net sales price.\n\n      3)    Option to convert annual royalties to TDA common stock at a $10 of             stock for every $1 of Royalty converted.\n\n            a.    TDA stock conversion price based on the previous six month                   average daily price\n\n            b.    Option is limited to 50% of TDA outstanding stock and if the                   option is exercised, it must be exercised when the agreement     &sbsp;             is in effect.\n\nAll payments due under this Agreement shall be made in the form of a check drawn to the order of \"Rick Smith\" and delivered to Smith's agent at the following address: Gaylord Sports Management, l4646 N. Kierland Blvd., Suite 230, Scottsdale, Arizona 85254, Attn: Steve Loy. Payments shall be made 15 days from the end of each\n\n                                       2\n\nquarter. Smith's net payment after any such charges or deductions shall equal the amount set forth above. Past due payments hereunder shall bear interest at the rate of (i) one and one-half percent (1-1/2%) per month, or (ii) the maximum interest rate permissible under law, whichever is less.\n\n      4.3 Expenses. First-class round-trip air transportation, hotel room meal expenses, local limousine service and miscellaneous expenses (e.g., telephone and overnight courier charges) incurred by Smith and a guest designated by Smith will be paid by TDA or reimbursed by TDA to Smith where necessary in the performance of Smith's Services under this Agreement; provided, however, that such expenses are required and reasonable for a celebrity of Smith's stature.\n\n5.    AUDIT\n\n      5.1 Licensee shall keep accurate books of account and records at its principal place of business covering all transactions relating to the License granted herein. 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. The information provided to Smith by the accounting firm will be the net sales and the application of the appropriate royalty rate to calculate royalties due. The accounting firm shall be required to take reasonable steps to hold all Licensee information confidential. Details of the review and all work papers and related supporting data pertaining to the review will be held confidential by the accounting firm and will not be shown, divulged, or delivered directly or indirectly to Smith or any third party. The accounting firm shall be bound by a non-disclosure agreement in the form to be provided by Licensee to ensure compliance with this paragraph. The examination may be conducted not more than\n\n\n\n\n\nonce a year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.\n\n      5.2 Upon request by Smith, but not more than once each year, Licensee shall, at its own cost, furnish to Smith within thirty (30) days after such request a detailed statement, prepared by Licensee's Chief Financial Officer, setting forth the number of Products manufactured from the later of the commencement of this Agreement or the date of any previous such statement up to and including the date of Smith's request therefore and also setting forth the pricing information for all Products (including the number and description of the Products) shipped, distributed and sold by Licensee during the aforementioned time period.\n\n      5.3 All books of account and records of Licensee covering all transactions relating to the Licensee shall be retained by the Licensee until at least two (2) years after the expiration or termination of the Term for possible inspection by Smith.\n\n6.    TERM\n\n      6.1 Term. 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).\n\n      6.2 Post-Term Sales. 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.\n\n7.    REPRESENTATIONS, WARRANTIES AND COVENANTS\n\n      7.1 Representations and Warranties.\n\n            (a) Smith represents and warrants that:\n\n                  (i) Smith has full right to enter into this Agreement and to             perform all of his obligations hereunder without, to his knowledge,             violating the legal or equitable rights of any person, firm or             entity and that TDA shall not be under any obligation for the             payment of any\n\n                                       3\n\n            commissions or fees to any person, firm or entity on account of this             Agreement, other than advances, compensation, royalties and expenses             expressly payable to Smith by TDA under this Agreement;\n\n                  (ii) Smith will perform the Services in a professional and             workmanlike manner, to the extent of Smith's professional abilities.\n\n            (b) TDA represents and warrants that:\n\n                  (i) TDA has full right to enter into this Agreement and to             perform all of its obligations hereunder without, to its knowledge,             violating the legal or equitable rights of any person, firm or             entity and that Smith shall not be under any obligation for the             payment of any commissions or fees to any person, firm or entity             related to or connected with TDA on account of this Agreement.\n\n            (c) Notwithstanding anything herein to the contrary, TDA agrees that       nothing contained herein shall be construed to convey to TDA any rights to       use the trademarks, logos or uniform of the PGA TOUR (\"PGA\"), any other       professional or amateur golf instruction related association (including       any member players of such association) in conjunction with the rights       granted hereunder. All rights to the use of such trademarks, logos or team       identification must be acquired from the PGA or any other appropriate       rights holder.\n\n      7.2 Further Assurances and Execution of Documents. Smith will, if requested and reasonable, furnish affidavits and other appropriate documentation that may be required, in TDA's reasonable judgment and at TDA's expense, to comply with any applicable governmental or other regulations, broadcast clearance procedures, or sports/entertainment industry guidelines relating to product endorsement. Furthermore, Smith hereby agrees to execute any and all documents which are required by any guild or union having jurisdiction over any of the services to be provided by Smith under this Agreement.\n\n      7.3 Confidential Information and Non-Disparagement. Neither party will disclose or use any confidential or proprietary information that such party obtains from or about the other or its products. Both parties agree that the existence and results of any arbitration held pursuant to this Agreement will be treated confidentially. 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.\n\n\n\n\n\n8.    OWNERSHIP OF PROPRIETARY RIGHTS\n\n      8.1 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. All right, title and interest in and to the Results and Proceeds and to the Advertising Materials (as defined below) shall be and remain the absolute property of TDA forever (but which may only be used during the Term and, subject to the limitations and conditions set forth in this Agreement, thereafter). Without limiting the foregoing, TDA shall, during the Term (and, Subject to the limitations and conditions on the Rights as set forth in this Agreement, thereafter) have the full and complete right to revise, telecast, broadcast, use, distribute, reproduce, record, publish, print, license, copyright and exhibit the contents of any Results and Proceeds, the Golf Instruction Related Products and any Advertising Materials and any versions or revisions thereof and, in TDA's sole discretion, the Results and Proceeds, the Golf Instruction Related Products and Advertising Materials may be make by any process, instrumentation or device now known or hereafter developed and may be made or adapted for use in any and all media now known or hereafter developed (although it is acknowledged and agreed by TDA that multi-media usage (except, of course, as incorporated into TDA's Golf Instruction Related Products) shall be strictly limited to advertising) provided that any and all such uses are directly related to the marketing, development and sale of TDA's Golf Instruction Related Products. Smith further acknowledges that TDA may adapt and use, and protect by\n\n                                       4\n\nany means including registration with the appropriate authorities, a trademark or trade name incorporating Smith's Likeness, and that Smith shall, until after the Term, have no right, title or interest in or to any such trademark, trade name or related goodwill. As used in this Agreement, \"Advertising Material\" means any commercials, print materials, copy, advertising, promotional and publicity materials published under this Agreement which include or make reference to Smith's Likeness and all elements thereof.\n\n      8.2 Notwithstanding anything herein to the contrary, TDA agrees not to remove, airbrush or otherwise alter the trademarks and logos of Smith's equipment manufacturer (currently Mission) from the packaging of TDA's Golf Instruction Related Products and/or the Advertising Materials, provided that, upon TDA's written request, Smith secures for TDA, at no cost to TDA, all necessary written permissions or grants of rights from any such equipment manufacturer or third party.\n\n9.    INDEMNITY\n\n      9.1 By TDA. TDA shall indemnify and hold harmless Smith, Smith's agent, and Smith's heirs, executors and legal representatives from and against any and all damages, costs, judgments, penalties and expenses of any kind (including reasonable legal fees and disbursements) which may be obtained against, imposed upon or suffered by any of them as a result of (a) any claims or representations made by Smith in any Advertising Materials produced or used by TDA hereunder, (b) TDA's default, breach, negligence, errors and/or misconduct hereunder, and/or (c) any claim arising from any third party's use or association with TDA;s products.\n\n10.   GENERAL\n\n      10.1 Taxes. Smith represents and warrants that, in performing its obligations under this Agreement, Smith does so as an independent contractor and, without limiting the foregoing, Smith assumes exclusive responsibility for the collection and payments of all employer and employee contributions and taxes under all applicable laws now in effect or hereafter enacted and Smith further agrees to file any returns or reports necessary in connection therewith. TDA shall have the right to deduct from any amounts payable hereunder such portion thereof as are required to be deducted under applicable statute, regulation, treaty or other law, and Smith shall promptly execute and deliver to TDA such forms and other documents as may be required in connection therewith. Notwithstanding anything herein to the contrary, it is agreed and acknowledged that TDA remains liable for the payment of all pension and health welfare contributions required of any guild or labor organization (i.e., SAG, AFTRA, etc.).\n\n      10.2 Notices. All notices and statements hereunder required to be given to TDA shall be sent to TDA at its address stated at the beginning of this Agreement, to the attention of the General Counsel, and all notices to Smith shall be sent to Smith at the address stated at the beginning of this Agreement, unless either party notifies the other party in writing if a change of address in accordance with the provisions of this Section. Notices are deemed to be received by the addressee of the notice on the earlier or the date the notice is actually delivered to the addressee and: (i) three (3) days after the notice is sent by certified mail, postage prepaid, return receipt requested; (ii) the next business day after the notice is sent by confirmed fax transmission; or (iii) on the date of guaranteed delivery if the notice is sent by recognized national or international express courier.\n\n      10.3 Right of Offset. Notwithstanding any provision contained in this Agreement, neither party will be prohibited from exercising any right of offset that may be available at law.\n\n\n\n\n\n      10.4 Governing Law. This Agreement will be deemed entered into in Arizona and will be governed by and interpreted in accordance with the internal substantive laws of the State of Arizona without reference to conflicts of law provisions.\n\n      10.5 Entire Agreement. This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof, and all prior agreements and understandings, whether oral or written, are hereby superseded in their entirety. No waiver, modification or addition to this Agreement shall be valid unless in writing and signed by the party sought to be charged therewith.\n\n      10.6 Assignment. This Agreement may be assigned by Smith and TDA with the other party's prior written approval. 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\n\n                                       5\n\nan 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.\n\n      10.7 Severability. Should any provision of this Agreement be held to be void, invalid or inoperative, such provision will be enforced to the extent permissible and the remaining provisions of this Agreement will not be affected.\n\n      10.8 Attorney's Fees. In any suit, arbitration or other proceeding under this Agreement, the prevailing party will be entitled to recover its reasonable fees and expenses of attorneys and other professionals, including all fees and expenses of appeal and enforcement.\n\n      10.9 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.\n\n      10.10 Applicable Law and Disputes. This Agreement shall be governed by the laws of the State of Arizona applicable to agreements fully executed and performed therein. Any claims arising hereunder or relating hereto shall be prosecuted only in the appropriate court or the State of Arizona or in the applicable United States District Court and neither party shall make any claim or demand in any other jurisdiction forum. Each party waives its right to a trial by jury and agrees to the jurisdiction of the judge in the appropriate court as governed by the State of Arizona. The parties consent to the personal jurisdiction of such courts and to the service of process by mail.\n\n      10.11 Force Majeure. If at any time during this Agreement, Smith or TDA is prevented from or hampered or interrupted or interfered with in any manner whatever in fully performing their respective duties hereunder by reason of any present or future statute, law, ordinance, regulation, order, judgment or decree, whether legislative, executive or judicial (whether or not valid), act of God, earthquake, flood, fire, epidemic, accident, explosion, casualty, lockout, boycott, strike, labor controversy (including, but not limited to threat of lockout, boycott or strike), riot, civil disturbance, war or armed conflict (whether or not there has been an official declaration of ___ or official statement as to the existence of a state of war), invasion, occupation, intervention or military forces, act of public enemy, embargo, delay of a common carrier, inability without fault of such party to obtain sufficient material, labor, transportation, power or other essential commodity required in the conduct of business; or by reason of any event beyond any of the foregoing parties' reasonable control (e.g., illness, family emergency, etc.); or by reason of any other cause or causes of any similar nature (all of the foregoing being herein referred to as an \"event of force majeure\"), then the applicable party's obligations hereunder shall be suspended as often as any such event of force majeure occurs and during such periods of time as such events of force majeure exist and such non-performance shall not be deemed to be a breach of this Agreement.\n\n      10.12 Reservation of Rights. All rights not herein specifically granted to TDA shall remain the property of Smith to be used in any manner Smith deems appropriate. TDA understands that Smith has reserved the right to authorize others to use Smith's Likeness within the Contract Territory and during the Term in connection with all tangible and intangible items and services other than TDA's Golf Instruction Related Products as specifically set forth herein.\n\n      IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the Effective Date by signing below.\n\nTEKNIK DIGITAL ARTS INC.                   RICK SMITH\n\nBy: /s/ John Ward                          By: /s/ Rick Smith     --------------------------                 ---------------------------------     Name: John Ward     Title: Chairman     Date: August 6, 2004                       Date:    August 6, 2004\n\n                                       6\n\n\n\n\n\n                                    AMENDMENT\n\n4.    COMPENSATION\n\n      4.1 Products. TDA will provide to Smith, free of all costs whatsoever (including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's \"Phil Smith Golf instruction related\" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by Smith.\n\n      4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and Services.\n\n      1)    25,000 Restricted common shares of TDA,\n\n            a.    As of the date of this agreement, Company has sold stock at                   $2.50/share.\n\n            b.    Par Value is $.0001 per share.\n\n      2)    33% royalty of net TDA net sales price.\n\n            a.    Handheld products 33% or $1 per subscription whichever is                   greater\n\n      3)    Option to convert annual royalties to TDA common stock at a $10 of             stock for every $1 of Royalty converted.\n\n            a.    TDA stock conversion price based on the previous six month                   average daily price\n\n            b.    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.\n\n            c.    This one-time option would cease all future royalties.\n\nAll payments due under this Agreement shall be made in the form of a check drawn to the order of \"Rick Smith\" and delivered to Smith's agent at the following address: Gaylord Sports Management, l4646 N. Kierland Blvd., Suite 230, Scottsdale, Arizona 85254, Attn: Steve Loy. Payments shall be made 15 days from the end of each quarter. Smith's net payment after any such charges or deductions shall equal the amount set forth above. Past due payments hereunder shall bear interest at the rate of (i) one and one-half percent (1-1/2%) per month, or (ii) the maximum interest rate permissible under law, whichever is less.\n\n      4.3 Expenses. First-class round-trip air transportation, hotel room meal expenses, local limousine service and miscellaneous expenses (e.g., telephone and overnight courier charges) incurred by Smith and a guest designated by Smith will be paid by TDA or reimbursed by TDA to Smith where necessary in the performance of Smith's Services under this Agreement; provided, however, that such expenses are required and reasonable for a celebrity of Smith's stature.\n\n                                        This Section Amended:  December 10, 2004                                                                        /s/ RS                                                               ------------------                                                                        /s/ JW                                                               ------------------\n\n                                       7"}]}, {"title": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "GLOBAL MASTER SUPPLY AGREEMENT", "answer_start": 206}], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Seller", "answer_start": 382}, {"text": "on behalf of itself and the Buyer affiliates listed on Attachment C (each a \"Buyer Affiliate\" or \"West/A\" or collectively, \"Buyer Affiliates\").", "answer_start": 636}, {"text": "Buyer", "answer_start": 627}, {"text": "on behalf of itself and in the interest of the ExxonMobil affiliates listed on Attachment B (each an \"ExxonMobil Selling Affiliate\" or \"EMCC/A\" or collectively, \"ExxonMobil Selling Affiliates\"),", "answer_start": 391}, {"text": "West Pharmaceutical Services, Inc.", "answer_start": 590}, {"text": "ExxonMobil Chemical Company", "answer_start": 313}], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "January 10, 2020", "answer_start": 26256}], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "Effective Date: January 1, 2019", "answer_start": 10277}], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "Termination Date: December 31, 2023", "answer_start": 10310}], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "The parties' rights and obligations hereunder shall be construed and enforced under the laws of the State of Texas, U.S.A., without regard to conflict of laws principles. Incoterms 2010 (or any subsequent revision thereof) (\"Incoterms\") shall also apply; provided, however, that Incoterms shall apply only to the extent specified in the agreement hereof, and provided, further, that in the event of a conflict between Incoterms and the laws of the State of Texas, U.S.A., the latter shall govern.", "answer_start": 41972}, {"text": "This Agreement shall be governed by Singapore law, without regard to its conflict of laws principles.", "answer_start": 62199}, {"text": "This Agreement shall be governed and construed in accordance with the law set forth in the ExxonMobil Selling Affiliate's general terms and conditions, as applicable.", "answer_start": 24273}, {"text": "This Agreement between EM and Buyer shall be governed by the laws of Belgium (excluding its rules on conflict of laws).", "answer_start": 81715}], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [{"text": "Together with such notification, the Affected Party will supply the other party with sufficient information to allow that other party to reasonably assess the impact that such Change of Control may have on it and/or its Affiliates, on the Affected Party's creditworthiness, and on the Affected Party's ability to perform its obligations under this Agreement.", "answer_start": 79758}, {"text": "If Seller elects to exercise any of its rights under the preceding paragraph, Seller shall so notify Buyer, in writing, within forty-five (45) days after receipt of Buyer's notice.", "answer_start": 31039}, {"text": "Promptly after any public announcement regarding any proposed transaction that would result in a Change in Circumstances, Buyer/Buyer Affiliates shall notify Seller/ExxonMobil Selling Affiliates, in writing, of the nature of such transaction, the parties thereto and the proposed date of consummation", "answer_start": 18998}, {"text": "As used above, \"Change in Circumstances\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least twenty-five percent (25%) of the equity interest in Buyer/Buyer Affiliates (or of at least twenty-five percent (25%) 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 Buyer/Buyer Affiliates (\"Buyer's Parent\")) to a single transferee or multiple transferees under common control; (ii) any transaction that would result in Buyer's /Buyer Affiliates' (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's/Buyer Affiliates (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.", "answer_start": 19577}, {"text": "Notwithstanding anything to the contrary in Attachments A, G or H, in connection with any Change in Circumstances (as defined below), and without limiting Seller's/ExxonMobil Selling Affiliate's other rights under this Agreement or applicable law, Seller/ExxonMobil Selling Affiliates shall have the right: (i) only if required to enable Seller/ExxonMobil Selling Affiliate to comply with applicable laws and regulations, to terminate this Agreement and accelerate all amounts due from Buyer hereunder, making them immediately payable (ii) to modify the payment terms hereunder; and/or (iii) to require that Buyer/Buyer Affiliates pay in advance for shipments hereunder.", "answer_start": 18326}, {"text": "In connection with any Change in Circumstances (as defined below), and without limiting Seller's other rights under this Agreement or applicable law, Seller shall have the right: (i) to terminate this Agreement and accelerate all amounts due from Buyer hereunder, making them immediately payable; (ii) to modify the payment terms hereunder; and/or (iii) to require Buyer to pay in advance for shipments hereunder.", "answer_start": 30369}, {"text": "To the extent permitted by law, in the event that a party becomes aware that it will or may undergo a Change of Control (\"Affected Party\") within the following three (3) Months, the Affected Party will notify the other party without delay after it becomes so aware.", "answer_start": 79492}, {"text": "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.", "answer_start": 81103}, {"text": "Promptly after any public announcement regarding any proposed transaction that would result in a Change in Circumstances, Buyer shall notify Seller, in writing, of the nature of such transaction, the parties thereto and the proposed date of consummation.", "answer_start": 30784}, {"text": "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.", "answer_start": 19300}, {"text": "In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;\n\nthen the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party. Such termination is without prejudice to the rights and obligations of the parties that have accrued up to and including the date of termination.", "answer_start": 80117}], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 77601}, {"text": "This Agreement shall not be assigned, in whole or in part, by either party without the prior consent of the other party, but shall be binding upon and shall inure to the benefit of the legal successors of the respective parties hereto; except that Seller may assign this Agreement, in whole or in part, to any affiliate.", "answer_start": 62611}, {"text": "This Agreement shall not be assigned in whole or in part by Buyer or Seller without the written consent of the other party and any attempted assignment without such consent shall be void and of no effect, except that Seller may assign all of its rights and obligations hereunder to any entity of which Exxon Mobil Corporation owns, directly or indirectly, at least fifty percent (50%) of the shares or other indicia of equity having the right to elect such entity's board of directors or other governing body.", "answer_start": 43207}], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "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", "answer_start": 1382}, {"text": "In accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):\n\nProducts Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates", "answer_start": 808}], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [{"text": "Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request.", "answer_start": 1587}, {"text": "In accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):\n\nProducts Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates", "answer_start": 808}], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": false}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [{"text": "On request of Buyer, Buyer is allowed to carry out on-site manufacturing and quality audits in manufacturing units where Products are produced.", "answer_start": 11763}, {"text": "The frequency of such audits shall not exceed one audit per site within three years", "answer_start": 11907}], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "NOTWITHSTANDING THE ABOVE AND REGARDLESS OF THE CIRCUMSTANCES, SELLER'S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF PRODUCT IN RESPECT TO WHICH SUCH CAUSE AROSE", "answer_start": 34771}, {"text": "All claims for any cause whatsoever, whether based in contract, negligence or other tort, strict liability, breach of warranty or otherwise, shall be deemed waived unconditionally and absolutely unless Seller receives written notice of such claim not later than one hundred fifty (150) days after Buyer's receipt of Product as to which such claim is made.", "answer_start": 34117}, {"text": "Any cause of action that Buyer may have against Seller and which may arise in connection with the transaction(s) specified herein must be commenced within two (2) years after the cause of action has accrued.", "answer_start": 35240}, {"text": "In no event shall either party be responsible for any special, punitive, or consequential damages whatsoever.", "answer_start": 24949}, {"text": "IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES.", "answer_start": 35144}, {"text": "Defective or nonconforming Product shall be replaced by Seller without additional charge, or in lieu thereof, at Seller's option, Seller may refund the purchase price upon return of such Product at Seller's expense and such refund or replacement shall constitute Buyer's sole and exclusive remedy.", "answer_start": 34473}, {"text": "Claims by Buyer are waived unless made in writing within 150 days from date of (non-) delivery.", "answer_start": 73876}, {"text": "EM's maximum liability for all claims for any reason is the sales price of the product involved and EM shall not be liable for indirect or consequential damage.", "answer_start": 73715}, {"text": "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. Seller shall not in any event be liable for any special, incidental, exemplary or consequential damages.", "answer_start": 55988}], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.1\n\n[*****] Text omitted for confidential treatment. The redacted information has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.\n\nGLOBAL MASTER SUPPLY AGREEMENT\n\nThis Global Master Supply Agreement (\"Agreement\" or \"Contract\") is between ExxonMobil Chemical Company, a division of Exxon Mobil Corporation (\"Seller\"),on behalf of itself and in the interest of the ExxonMobil affiliates listed on Attachment B (each an \"ExxonMobil Selling Affiliate\" or \"EMCC/A\" or collectively, \"ExxonMobil Selling Affiliates\"), and West Pharmaceutical Services, Inc. (\"Buyer\"), on behalf of itself and the Buyer affiliates listed on Attachment C (each a \"Buyer Affiliate\" or \"West/A\" or collectively, \"Buyer Affiliates\").\n\nPRODUCTS, QUANTITY, PRICE\n\nIn accordance with the provisions of this Agreement, ExxonMobil Selling Affiliates agree to sell to Buyer Affiliates, and Buyer Affiliates agree to purchase from ExxonMobil Selling Affiliates, the following product(s) (collectively, \"Product\"):\n\nProducts Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates\n\n[*****] [*****] [*****] [*****] [*****] [*****] Leased metal crates [*****] not defined Leased metal crates\n\nSubject 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. Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within Seller or any ExxonMobil Selling Affiliate's discretion whether and under which conditions to accommodate Buyer's request.\n\nBuyer Affiliates shall issue a purchase order(s), or call off order(s) when purchasing Product from ExxonMobil Selling Affiliates in writing pursuant to this Contract (\"Purchase Order\"). Such Purchase Order(s) shall specify (a) the quantity of Product, and (b) general date of delivery. All Purchase Orders agreed to be filled by an ExxonMobil Selling affiliate shall be deemed to be a separate agreement between the relevant ExxonMobil Selling Affiliate and the relevant Buyer Affiliate, incorporating the terms of this Contract. Notwithstanding anything to the contrary in the attachments ExxonMobil and the ExxonMobil Selling Affiliates shall not unreasonably reject any Purchase Order that otherwise complies with the terms of this Agreement.\n\nPurchase Order(s), order acknowledgements and similar form documents evidencing the purchase or sale of Products, including any terms and conditions contained or referenced therein, shall not supersede, add to or amend in any way this Contract. In the event of any conflict between the terms of this Contract and the terms of any Purchase Order, order acknowledgement or similar document the terms of this Contract shall prevail.\n\n[*****]\n\nPRICING\n\nFor calendar years 2019, 2020, 2021, 2022 and 2023, the price of Products sold by Seller/ExxonMobil Selling Affiliates to Buyer/Buyer Affiliates will comprise the Base Price, the crude adjustment and the freight cost depending on Incoterms.\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nBase price\n\nRequested delivery date 1.1.2019 - 28.2.2019: All [*****] grades except [*****]: [*****] $/t [*****]: [*****] $/t [*****]: [*****] $/t\n\n1.3.2019 - 31.12.2019: All [*****] grades except [*****]: [*****] $/t [*****]: [*****] $/t [*****]: [*****] $/t\n\n1.1.2020 - 31.12.2020: All [*****] grades except [*****]: [*****] $/t [*****]: [*****] $/t [*****]: [*****] $/t\n\n1.1.2021 - 31.12.2021: All [*****] grades except [*****]: [*****] $/t [*****]: [*****] $/t [*****]: [*****] $/t\n\n1.1.2022 - 31.12.2022: All [*****] grades except [*****]: [*****] $/t [*****]: [*****] $/t [*****]: [*****] $/t\n\n1.1.2023 - 31.12.2023: All [*****] grades except [*****]: [*****] $/t [*****]: [*****] $/t [*****]: [*****] $/t\n\n[*****]\n\nBase prices listed above are non-delivered pricing (i.e., Ex-Works designated Exxon Affiliate location (see Attachment B) - Incoterms 2010 (\"EXW\") and does not include freight or insurance.\n\nSeller and Buyer shall meet on or before December 31, [*****] to assess the requirements for a price and/or volume adjustment in good faith on the price for Products sold by Seller/ExxonMobil Selling Affiliates to Buyer/Buyer Affiliates for years [*****] and [*****].\n\nNotwithstanding anything to the contrary in Attachments A, G and H to this Agreement, the parties agree that any permitted adjustments to the price, freight or payment terms for Products sold hereunder will be governed by the terms of the Pricing and Payment Terms sections of this Agreement.\n\nBuyer Affiliates shall pay ExxonMobil's Selling Affiliates invoice(s) not later than the days set forth in Attachment E hereto. All invoices shall be paid in full by wire transfer in accordance with the invoice's instructions.\n\nCrude Trigger Clause\n\nProduct price(s) shall be subject to the Average Brent crude oil price evolution (as further detailed below) in order to reflect the cost of energy. Should the Average Brent crude oil price at any moment during the term of this Agreement move to a different Average Brent crude oil price bracket as mentioned below, Seller may increase or decrease the Product price by $[*****] for every $[*****] change in the Average Brent crude oil price. In no event shall the Product price's increase or decrease exceed $[*****] for every $[*****] change in the Average Brent crude oil price brackets. Each Average Brent crude oil bracket is calculated on a $5 range basis (e.g., $30-$35, $40-$45, $50-$55, etc.).\n\nThe Average Brent crude oil price evolution shall be expressed as the three-month average spot price per barrel of the Brent crude\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\noil (as published in the Wall Street Journal). This average shall be calculated as the average of the prices for the immediate preceding three consecutive calendar months, with each month's price calculated as the average of the daily prices.\n\nAny conversion between United States Dollars and Euros will be carried out by using the average of the European Central Bank's daily foreign exchange rate as published in Reuter's screen ECB 37 for the period in question.\n\nAny Product price adjustment shall take effect the month immediately following Seller's notification of an increase or decrease in Product price.\n\nTITLE AND RISK OF LOSS - EXXONMOBIL CHEMICAL COMPANY AND EXXONMOBIL CHEMICAL SERVICES AMERICAS INC.\n\nTitle to the Product(s) to be sold and delivered hereunder will transfer simultaneously with the risks upon delivery as per the applicable lncoterm (lncoterms 2010) in Attachment E with the exception of the following:\n\nFor Product sold and/or sourced by ExxonMobil Chemical Company or ExxonMobil Chemical Services Americas Inc. that is shipped overseas to a non-U.S. location, title and risk of loss of Product shall transfer from ExxonMobil Chemical Company or ExxonMobil Chemical Services Americas Inc. to Buyer Affiliates at the first point upon which the delivering marine vessel crosses the outer boundary of the United States Exclusive Economic Zone (EEZ). The EEZ extends 200 nautical miles beyond the coastal baseline defined in the United Nations Convention on the Law of the Sea.\n\nFor Product sold by ExxonMobil Chemical Company that is transported by land to Mexico, title and risk of loss of Product shall transfer from ExxonMobil Chemical Company to Buyer Affiliates at the frontier between Laredo, Texas, U.S.A. and Mexico (not unloaded), but prior to the customs border of Mexico.\n\nLOCATIONS OF SUPPLY\n\nBuyer/Buyer Affiliates that may purchase Product from ExxonMobil Selling Affiliates are listed in Attachment C. Other products and locations may be added upon mutual agreement in writing.\n\nAny and all sales of Product between ExxonMobil Chemical Company and/or ExxonMobil Chemical Services Americas, Inc. and Buyer Affiliates in the U.S., Mexico and Brazil shall be subject to the terms and conditions set forth in Attachment A hereto.\n\nAny and all sales of Product between ExxonMobil Petroleum & Chemical and Buyer Affiliates in France, Germany, Denmark, Serbia, Ireland and the United Kingdom shall be subject to the terms and conditions set forth in Attachment H hereto.\n\nAny and all sales of Product between ExxonMobil Chemical Asia Pacific and Buyer Affiliates in Singapore, China and India shall be subject to the terms and conditions set forth in Attachment G hereto.\n\nBuyer/Buyer Affiliates are responsible for the Product and returnable crates in their custody at the sales value of the Product and the replacement value of the metal crates, respectively. The terms relating to the use and return of metal crates are set out in Attachment F.\n\nAFFILIATES\n\nExxonMobil Selling Affiliates participating in this Agreement are listed in Attachment B. Buyer Affiliates participating in this Agreement are listed in Attachment C. Seller and Buyer each represent and warrant that each will cause its respective affiliates, so listed, to become bound to the terms of this Agreement.\n\nQUALITY\n\nProduct shall conform to ExxonMobil Selling Affiliates' standard sales specifications as of the date of shipment.\n\nSellers agrees to support the creation of purchasing specifications for Products by Buyer and agrees to supply Products in accordance to those purchasing specifications. Seller has the right to review each purchasing specification and needs to accept in writing before such purchasing specifications become effective. Seller has the right to take exceptions to terms and provisions in these purchasing specifications if in contradiction with Seller's Sales specifications, General Terms and Condition of Sales or other Seller's procedures and policies.\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nBuyer and Seller agree to enter into negotiations on an extended Quality Assurance Agreement. Provided that these negotiations will be successful, such agreement shall then be incorporated into this Contract as an amendment to it.\n\nAGREEMENT PERIOD\n\nEffective Date: January 1, 2019\n\nTermination Date: December 31, 2023\n\nPAYMENT TERMS\n\nBuyer/Buyer Affiliates shall pay for Product by Electronic Funds Transfer (EFT) through the Automated Clearing House (ACH) using the Corporate Trade Exchange (CTX) format, according to the payment terms described in Attachment E.\n\nTECHNICAL SUPPORT\n\nEMCC/A will provide technical expertise in the use of Products and will use its technical centers to enhance technical communications with West Pharmaceutical Services Affiliates technical centers. West/A will share its needs with EMCC/A and how they relate to West/A activities to help guide ExxonMobil Chemical Affiliates technical efforts.\n\nThe parties have created and continue to entertain a research and development governance structure with a steering team, program management team and working team. The charter, roles and meeting frequencies are described in mutually agreed documents and will be reviewed periodically as deemed appropriate by the parties.\n\nSAFETY, HEALTH & ENVIRONMENT\n\nSafety, health and environment (SHE) professional representatives from both parties shall endeavor to meet once a year (face to face or via teleconference) to exchange and benchmark on best practices.\n\nThe parties agree to notify each other on SHE related issues that may arise from the use of Products. The parties agree to explore the reuse/recycling of articles, manufacturing trim and scrap Buyer produces from Products purchased from Seller.\n\nAUDIT\n\nOn request of Buyer, Buyer is allowed to carry out on-site manufacturing and quality audits in manufacturing units where Products are produced. The frequency of such audits shall not exceed one audit per site within three years\n\nSUPPLY SECURITY\n\nBuyer is seeking for an increased level of supply security and additional risk mitigation strategies and actions in case of short and long term supply disruptions of Products.\n\nSeller agrees to enter into discussions and negotiations with Buyer and to take reasonable efforts to enhance such risk mitigation and business continuity strategies.\n\nCOLLABORATION PLANNING AND SUPPLY ASSURANCE, FORECAST\n\nBuyer and Seller agree to convene once every calendar year to discuss annual Product quantities. Buyer has provided Seller with an annual non- binding forecast for the respective contract year.\n\nAs requested by the Seller, the Buyer will provide a quarterly forecast for the subsequent contract years. Seller will provide Buyer a quarterly overview of the planned production run of each Butyl grade purchased for Buyer.\n\nSeller shall acknowledge in writing the requested delivery and timing of Products and Volumes.\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nCHANGE CONTROL\n\nChanges to the manufacturing process are carefully controlled and are subject to review and formal approval by EMCC/A or other affiliates of Exxon Mobil Corporation prior to implementation. Buyer will be informed at least six months in advance of any change determined by EMCC/A to result in a significant change to the chemical composition or performance of the Product.\n\n[*****]\n\nCREDIT\n\nIf Seller/ExxonMobil Selling Affiliates' has reasonable grounds for insecurity with respect to the financial responsibility of Buyer/Buyer Affiliates, Seller/ExxonMobil Selling Affiliates may require advance cash payment or satisfactory security and may withhold Product shipments until receipt of such payment or security. Such action by Seller/ExxonMobil Selling Affiliates shall not constitute a change of payment terms hereunder. If amounts due hereunder are placed with an outside agency for collection, or if suit is brought for collection, or if collected through probate, bankruptcy or other judicial proceedings, then Buyer/Buyer Affiliates shall pay all costs of collection, including attorneys' fees, in addition to all other amounts due.\n\nSET-OFF AND RECOVERY\n\nWith respect to any monetary amounts and/or product-exchange delivery imbalances due from Buyer/Buyer Affiliates to Seller/ExxonMobil Selling Affiliates, Seller/ExxonMobil Selling Affiliates may (i) set-off such monetary amounts and/or product-exchange delivery imbalances against any monetary amounts and/or product-exchange delivery imbalances owing to Buyer/Buyer Affiliates; and/or (ii) recoup such monetary amounts and/or product-exchange delivery imbalances from any amounts paid and/or deliveries made to Buyer/Buyer Affiliates by Seller/ExxonMobil Selling Affiliates. For purposes hereof, any and all written agreements between Buyer and Seller shall be deemed to be part of an integrated agreement set forth herein.\n\nECONOMIC CONDITIONS AND TRENDS CLAUSE\n\nIt is understood and agreed that the basis for this Agreement is an extraordinary level of mutual trust and confidence between the parties, not only in matters of price, quality, and service relating to the quantities of Product purchased and sold hereunder, but also with respect to the accommodation of changes that may develop in the business environment or the pursuit of such mutual undertakings as may benefit either or both of the parties to this Agreement. Moreover, the terms relating to quantity and price presume the continuation of economic conditions and trends now prevailing, including but not limited to levels of industrial production, tire demand, labor rates, energy costs, and foreign exchange relationships. In the event that, in the view of either party, a significant change of any kind does occur which materially and significantly alters the value received by either party in this transaction, that party may, upon written notice of its election and reasons therefor, request that this Agreement be renegotiated and the other party will be obligated to enter into the renegotiation unless the request is formally withdrawn. Neither party shall unreasonably request such renegotiation\n\nFAILURE IN PERFORMANCE\n\nNotwithstanding anything to the contrary in Attachments A, G or H, no liability shall result to either party from delay in performance or non- performance of an obligation hereunder (including an obligation to make payment) in whole or in part caused by circumstances reasonably beyond the control of the party affected, including but not limited to, acts of God, terrorist activity, transportation failure, breakdowns, equipment failure, criminal enterprise, sabotage, diminishment, or failure of power, telecommunications, data systems or networks, shortage or inability to obtain Product or raw material for Product, or good-faith compliance with any governmental order or request (whether valid or invalid). Notwithstanding any other notice requirement in this Agreement, actual notice (e.g., phone, email, letter) to a counterparty of a delay or failure described in this provision will constitute effective notice for purposes of this provision. Regardless, however, of the occurrence or nonoccurrence of any such circumstances, if, supplies of Product or distribution logistics for, or feedstock for making Product, from any of Seller's/ExxonMobil Selling Affiliates' existing sources are curtailed or are inadequate to meet Seller's/ExxonMobil Selling Affiliates' own requirements and/or its obligations to its customers, Seller's/ExxonMobil Selling Affiliates' obligation to deliver Product during such period shall be reduced to the extent necessary, in Seller's/ExxonMobil Selling Affiliates' reasonable judgment, to apportion fairly among Seller's/ExxonMobil Selling Affiliates' own requirements and its customers such Product as received and as may be available in the ordinary and usual course of Seller's/ExxonMobil Selling Affiliates' business from any existing sources of supply at the location(s) from which deliveries like those covered hereby are normally shipped. Seller/ExxonMobil Selling\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nAffiliates shall not be obligated to purchase or obtain Product, or feedstock to make Product, to replace deliveries omitted or curtailed under this paragraph.\n\nCHANGE IN CIRCUMSTANCES\n\nNotwithstanding anything to the contrary in Attachments A, G or H, in connection with any Change in Circumstances (as defined below), and without limiting Seller's/ExxonMobil Selling Affiliate's other rights under this Agreement or applicable law, Seller/ExxonMobil Selling Affiliates shall have the right: (i) only if required to enable Seller/ExxonMobil Selling Affiliate to comply with applicable laws and regulations, to terminate this Agreement and accelerate all amounts due from Buyer hereunder, making them immediately payable (ii) to modify the payment terms hereunder; and/or (iii) to require that Buyer/Buyer Affiliates pay in advance for shipments hereunder.\n\nPromptly after any public announcement regarding any proposed transaction that would result in a Change in Circumstances, Buyer/Buyer Affiliates shall notify Seller/ExxonMobil Selling Affiliates, in writing, of the nature of such transaction, the parties thereto and the proposed date of consummation. 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.\n\nAs used above, \"Change in Circumstances\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least twenty-five percent (25%) of the equity interest in Buyer/Buyer Affiliates (or of at least twenty-five percent (25%) 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 Buyer/Buyer Affiliates (\"Buyer's Parent\")) to a single transferee or multiple transferees under common control; (ii) any transaction that would result in Buyer's /Buyer Affiliates' (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's/Buyer Affiliates (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.\n\nWARRANTY DISPUTE RESOLUTION\n\nNotwithstanding anything to the contrary in Attachments A, G or H, if Buyer/Buyer Affiliates and Seller/ExxonMobil Selling Affiliates are unable to agree on the quality or quantity of Product delivered and received following their internal investigations and good faith efforts to resolve the dispute, the parties shall cooperate to have the Products in dispute analyzed by a mutually selected independent testing laboratory. The results of such laboratory testing shall be final and binding on the parties on the issue of conformance of the Products. If the Products are determined to be conforming, then Buyer/Buyer Affiliates shall bear the cost of such laboratory testing. If the Products are determined not to be conforming, then Seller/ExxonMobil Selling Affiliates shall bear the cost of such laboratory testing.\n\nUS LAW AND REGULATION\n\nThe Parties represent, warrant and undertake to each other on a continuous basis that they shall comply with all applicable anti-bribery and anti- money laundering laws, rules, and regulations of any government, including the U.S. Foreign Corrupt Practices Act, and the applicable country legislation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions as such laws and regulations may be amended or updated from time to time.\n\nDATA PRIVACY\n\nSeller informs Buyer that any information relating to an identified or identifiable natural person (\"individual\"), in particular business contact details of Buyer's personnel and contractors, which is communicated by or on behalf of Buyer to Seller (\"personal data\"), will be subject to data processing by Seller. To learn more about the processing of personal data and about individual's rights in relation to the processing, read the Seller data privacy notice at http://www.exxonmobil.be/en-be/company/locations/belgium/legal-information-belgium-only Buyer shall inform its personnel and contractors and other relevant individuals of the Seller data privacy notice.\n\nUSE ACKNOWLEDGEMENT\n\nIn accordance with Section 8 of Attachment A, the \"Warranties\" section of Attachment G and Section 14 of Attachment H, Seller hereby expressly acknowledges that Buyer has provided notice so Seller that Product(s) purchased hereunder will be used by Buyer in connection with only the following medical applications:\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\n\u2022 Elastomeric components for pharmaceutical packaging and containment solutions, including stoppers, seals, plungers, and syringe components.\n\nTERMINATION\n\nNotwithstanding anything to the contrary in Attachments A, G or H, neither party can suspend its further performance, terminate this Agreement or require specific performance of the other party of this Agreement in whole or in part as a result of the other party's material breach of the terms and conditions of this Agreement without first providing notice to such party in writing and thirty (30) days' opportunity to cure the material breach (and then only if such party fails to cure such breach).\n\nTERMS AND CONDITIONS\n\nThe following attachments are made part of this Agreement:\n\nAttachment A - ExxonMobil Chemical Company and ExxonMobil Chemical Services Americas Inc. General Terms and Conditions of Sale Attachment B - List of ExxonMobil Affiliates/Divisions Attachment C - List of West Pharmaceutical Services Affiliates Attachment D - Notices Attachment E - Payment Terms Attachment F - Returnable Metal Crates Attachment G - ExxonMobil Chemical Asia Pacific - Terms and Conditions of Sale Attachment H - ExxonMobil Chemical Petroleum & Chemical BVBA - Terms and Conditions of Sale\n\nGOVERNING LAW\n\nThis Agreement shall be governed and construed in accordance with the law set forth in the ExxonMobil Selling Affiliate's general terms and conditions, as applicable.\n\nBINDING EFFECT\n\nSeller shall not be obligated by this Agreement unless Buyer executes and returns this Agreement to Seller no later than thirty (30) days from the date Seller signs below.\n\nENTIRE AGREEMENT\n\nThis Agreement and its attachments constitute the complete and exclusive statement of the terms of agreement between Seller and Buyer and supersede any and all agreements, representations and understandings, oral and written made prior to signing and relating to the subject matter of this Agreement. In no event shall either party be responsible for any special, punitive, or consequential damages whatsoever.\n\nNo modification of this Agreement shall be of any force or effect unless such modification is in writing, expressly designated as an amendment hereto and signed by the parties' duly authorized representatives; and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing terms or conditions at variance with those set forth herein.\n\nNone of the parties shall be legally bound by anything contained in this instrument, or any negotiations pursuant thereto, unless and until the companies have agreed to all terms and this instrument has been signed by authorized representatives of each company.\n\nORDER OF PRECEDENCE\n\nIn the event of conflict between this Agreement (including the Failure in Performance and Change in Circumstances clauses herein) and the Attachments hereto, this Agreement shall prevail, except with respect to the governing law specified in Attachments A, G and H, respectively, and as applicable to the appropriate ExxonMobil Selling Affiliate.\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nBUYER SELLER ACCEPTED AND AGREED TO BY BUYER ExxonMobil Chemical Company, a division of DATE OF: Exxon Mobil Corporation January 10, 2020 Date: December 11, 2018\n\n/s/ Eric M. Green /s/ Kurt Aerts BY: Eric M. Green BY: Kurt Aerts Title: President and CEO Title: Vice President, SERI\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nATTACHMENT A\n\nWest Pharmaceutical Services and ExxonMobil Chemical Company 2019-2023 Global Master Supply Agreement\n\nExxonMobil Chemical Company (EMCC) & ExxonMobil Chemical Services Americas Inc. (EMCSA) Standard Terms and Conditions of Sales and Acceptance of Order\n\n1. PRICE AND QUANTITY; PRICE ADJUSTMENTS Except as otherwise provided in this Agreement, and without regard to any course of dealing between the parties: (1) Seller shall not be obligated to sell or deliver any quantity of product(s) covered hereby (\"Product\") beyond the amount, if any, which in Seller's sole judgment, is available for such purpose as of the proposed date of shipment to Buyer; (2) the price of Product shall be Seller's price therefor as of the date of shipment; (3) Seller reserves the right to set minimums and/or premiums or to reject orders for unusual configurations, sizes and folds; (4) an overrun or underrun of up to ten percent (10%) shall constitute due performance of any order; (5) any freight allowances shall be those specified by Seller as of the date of shipment; and (6) Buyer shall allow Seller a reasonable period for delivery of shipments of Product. Seller may change any price, freight or payment term hereof upon no less than thirty (30) days' prior written notice; provided, however, that Seller may at any time institute or remove a temporary voluntary allowance of other similar competitive allowance without prior notice.\n\n2. PAYMENT Unless otherwise specified in Attachment E of the Agreement, Payment for Product shall be made in U.S. Dollars and shall be due, in good funds in Seller's account, no later than thirty (30) days after the date of shipment. With respect to any monetary obligations of Buyer or Buyer's affiliates owed to Seller, Seller may (i) set-off such obligations against any sums owing to Buyer or Buyer's affiliates; and/or (ii) recoup such obligation from any amounts paid to Buyer or Buyer's affiliates by Seller.\n\n3. TAXES Any tax (except income taxes), excise or other governmental charge that now or in the future may be imposed, increased or levied upon the production, value added, sale, transportation, storage, handling, delivery, use or disposal of Product sold hereunder which Seller may be required to pay, shall be paid by Buyer to Seller in addition to the purchase price. Buyer shall provide Seller, on request, with properly completed exemption certificates for any tax from which Buyer claims exemption.\n\n4. CREDIT If Seller has reasonable grounds for insecurity with respect to the financial responsibility of Buyer, Seller may require advance cash payment or satisfactory security and may withhold Product shipments until receipt of such payment or security. Such action by Seller shall not constitute a change of payment terms hereunder. If amounts due hereunder are placed with an outside agency for collection, or if suit is brought for collection, or if collected through probate, bankruptcy or other judicial proceedings, then Buyer shall pay all costs of collection, including attorneys' fees, in addition to other amounts due.\n\n5. SET-OFF AND RECOVERY With respect to any monetary amounts and/or product-exchange delivery imbalances due from Buyer/Buyer Affiliates to Seller/ExxonMobil Selling Affiliates, Seller/ExxonMobil Selling Affiliates may (i) set-off such monetary amounts and/or product-exchange delivery imbalances against any monetary amounts and/or product-exchange delivery imbalances owing to Buyer/Buyer Affiliates; and/or (ii) recoup such monetary amounts and/or product-exchange delivery imbalances from any amounts paid and/or deliveries made to Buyer/Buyer Affiliates by Seller/ExxonMobil Selling Affiliates. For purposes hereof, any and all agreements between Buyer and Seller, whether written or oral, shall be deemed to be part of an integrated agreement set forth herein.\n\n6. CHANGE IN CIRCUMSTANCES In connection with any Change in Circumstances (as defined below), and without limiting Seller's other rights under this Agreement or applicable law, Seller shall have the right: (i) to terminate this Agreement and accelerate all amounts due from Buyer hereunder, making them immediately payable; (ii) to modify the payment terms hereunder; and/or (iii) to require Buyer to pay in advance for shipments hereunder.\n\nPromptly after any public announcement regarding any proposed transaction that would result in a Change in Circumstances, Buyer shall notify Seller, in writing, of the nature of such transaction, the parties thereto and the proposed date of consummation. If Seller elects to exercise any of its rights under the preceding paragraph, Seller shall so notify Buyer, in writing, within forty-five (45) days after receipt of Buyer's notice. As used above, \"Change in Circumstances\" means any of the following: (i) any transaction, or series of transactions, that would result in the transfer of at least twenty-five percent (25%) of the equity interest\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nin Buyer (or of at least twenty-five percent 25%) 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 Buyer (\"Buyer's Parent\") to a single transferee or multiple transferees under common control; (ii) any transaction that would result in Buyer's (or Buyer's Parent's) merging with one or more other entities; or (iii) any transaction not in the ordinary course of Buyer's (or Buyer's Parent's) business that calls for the sale, purchase or other transfer of one or more significant assets, including (without limitation) manufacturing facilities and ownership interests in other business entities.\n\n7. TITLE; RISK OF LOSS Title to Product and risk of loss shall pass to Buyer at Seller's facilities upon delivery to a carrier or into Buyer's transport unless otherwise specified in the agreement.\n\n8. LIMITED WARRANTY AND MEDICAL APPLICATIONS THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE PRODUCT DESCRIPTION HEREIN, AND SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, OF FITNESS FOR PARTICULAR USE, MERCHANTABILITY OR OTHERWISE WITH RESPECT TO PRODUCT, WHETHER USED SINGLY OR IN COMBINATION WITH OTHER SUBSTANCES OR IN ANY PROCESS, EXCEPT THAT PRODUCT SOLD HEREUNDER SHALL CONFORM TO SELLER'S STANDARD SALES SPECIFICATIONS AS OF THE DATE OF SHIPMENT. Without limiting the foregoing, Seller does not recommend nor endorse the use of Product(s) in any medical application and specifically disclaims any representation or warranty, express or implied, of suitability or fitness for use, or otherwise, with respect to Product(s)' use in any medical application. Buyer represents and warrants that no Product(s) purchased hereunder will be used in or resold into any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgement. Further, Buyer agrees that it will make no representations, express or implied, to any person to the effect that Seller recommends or endorses the use of Product(s) purchased hereunder in any medical application.\n\n9. INSPECTION AND LIMITATION OF LIABILITY Buyer shall inspect and test Product delivered hereunder for damage, defect or shortage immediately upon receipt at Buyer's plant or such other location as determined by Buyer and provide Seller notice of any such damage, defect or shortage within ten (10) days of receipt. Any claims for shortages must be supported by certified railroad scale tickets (or similar documents if shipments were not by rail) and Seller shall have an opportunity to have an independent weighing. All claims for any cause whatsoever, whether based in contract, negligence or other tort, strict liability, breach of warranty or otherwise, shall be deemed waived unconditionally and absolutely unless Seller receives written notice of such claim not later than one hundred fifty (150) days after Buyer's receipt of Product as to which such claim is made. Defective or nonconforming Product shall be replaced by Seller without additional charge, or in lieu thereof, at Seller's option, Seller may refund the purchase price upon return of such Product at Seller's expense and such refund or replacement shall constitute Buyer's sole and exclusive remedy. NOTWITHSTANDING THE ABOVE AND REGARDLESS OF THE CIRCUMSTANCES, SELLER'S TOTAL LIABILITY TO BUYER FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF PRODUCT IN RESPECT TO WHICH SUCH CAUSE AROSE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. Any cause of action that Buyer may have against Seller and which may arise in connection with the transaction(s) specified herein must be commenced within two (2) years after the cause of action has accrued.\n\n10. SAFETY, HEALTH AND INDEMNITY Seller shall furnish to Buyer Material Safety Data Sheets, including warnings and safety and health information concerning Products and/or the containers therefor. Buyer agrees to disseminate such information so as to give warning of possible hazards to persons who Buyer can reasonably foresee may be exposed to such hazards, including but not limited to Buyer's employees, agents, contractors or customers. Buyer shall instruct its employees, agents, contractors and customers on the safe handling, use, selling, storing, transportation and disposal practices for the Product. IF BUYER FAILS TO DISSEMINATE SUCH WARNINGS AND INFORMATION, BUYER AGREES TO DEFEND AND INDEMNIFY SELLER AGAINST ANY AND ALL LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH FAILURE, INCLUDING BUT NOT LIMITED TO LIABILITY FOR INJURY, SICKNESS, DEATH AND PROPERTY DAMAGE; PROVIDED, HOWEVER, THAT IF SELLER IN THIS INSTANCE HAS CONTRIBUTED TO SUCH LIABILITY, BUYER'S INDEMNITY TO SELLER SHALL BE REDUCED BY THE PROPORTION IN WHICH SELLER CONTRIBUTED TO SUCH LIABILITY. Seller will provide Buyer with reasonable notice and opportunity to defend in the event any claim or demand is made on Seller as to which such indemnity relates.\n\n11. CARS, TRUCKS AND BARGES Buyer shall unload railroad cars, trucks and barges furnished by Seller within the free time specified by tariffs or time periods on file with applicable regulatory bodies, or promptly after receipt if no such tariffs or time periods are on file, and pay any charges\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nresulting from its failure to do so directly to the common carrier upon receipt of invoice therefor. Buyer shall pay Seller's daily charges for trip-leased tank cars for tank cars held longer than seven (7) days from constructive placement. BUYER ASSUMES FULL RESPONSIBILITY FOR USE AND CONDITION OF CARS, TRUCKS AND BARGES WHILE IN BUYER'S POSSESSION AND AGREES TO (1) COMPENSATE SELLER FOR LOSS OR DAMAGE TO SELLER'S PROPERTY AND (2) INDEMNIFY AND SAVE SELLER HARMLESS FROM ANY LOSS OR DAMAGE TO PROPERTY OTHER THAN SELLER'S AND FROM ANY INJURIES TO PERSONS RELATING IN ANY WAY TO THE USE OF SUCH CAR(S), TRUCK(S) AND BARGE(S) WHILE SUCH ARE IN BUYER'S POSSESSION. Buyer shall report to Seller promptly any damage that may be sustained by the car(s), truck(s) or barge(s) in Buyer's possession.\n\n12. LEASED TRACKS Seller may elect to provide rail cars of Product to Buyer on leased tracks. If Seller does so, Buyer shall contact Seller to receive shipments of Product from the leased tracks and not request such shipment directly from the railroad.\n\n13. FAILURE IN PERFORMANCE No liability shall result to either party from delay in performance or non-performance in whole or in part caused by circumstances reasonably beyond the control of the party affected, including but not limited to acts of God, terrorist activity, transportation failure, breakdowns, equipment failure, criminal enterprise, sabotage, diminishment, or failure of power, telecommunications, data systems or networks, shortage or inability to obtain Product or raw material for Product, or good-faith compliance with any governmental order or request (whether valid or invalid). Notwithstanding any other notice requirement in this Agreement, actual notice (e.g., phone, email, letter) to a counterparty of a delay or failure described in this provision will constitute effective notice for purposes of this provision. Regardless, however, of the occurrence or nonoccurrence of any such circumstances, if for any reason supplies of or distribution logistics for Product, or feedstock for making Product, from any of Seller's existing sources are curtailed or are inadequate to meet Seller's own requirements and/or its obligations to its customers, Seller's obligation to deliver Product during such period shall be reduced to the extent necessary, in Seller's sole judgment, to apportion fairly among Seller's own requirements and its customers (whether under contract or not) such Product as received and as may be available in the ordinary and usual course of Seller's business from any existing sources of supply at the location(s) from which deliveries like those covered hereby are normally shipped. Seller shall not be obligated to purchase or obtain Product, or feedstock to make Product, to replace deliveries omitted or curtailed under this paragraph.\n\n14. INTENTIONALLY OMITTED\n\n15. EXPORT COMPLIANCE The transaction(s) specified herein, unless otherwise indicated, constitute domestic sales within the United States. For domestic U.S. sales, where Buyer chooses to subsequently export the Product, Buyer shall comply with all applicable laws relating to export controls and economic sanctions, including, but not limited to, those maintained by the US Department of the Treasury (Office of Foreign Assets Controls) and the US Department of Commerce (Bureau of Industry and Security). For U.S. domestic sales, if Buyer elects to export Product, Buyer shall constitute the U.S. Principal Party in Interest or Exporter for all purposes under applicable law.\n\n16. NON-US BUYERS If Buyer is a natural or legal person of any jurisdiction other than the United States and/or a State thereof, any dispute arising with respect to the transaction(s) specified herein shall be referred to three (3) arbitrators in accordance with the Rules of Arbitration of the International Chamber of Commerce as in effect on the date of such referral. The arbitration shall take place in Houston, Texas, U.S.A. The proceedings shall be in the English language. The American Arbitration Association shall act as appointing authority in the event required. Monetary awards shall be expressed in U.S. Dollars and all awards shall be final and binding on the parties. Judgment upon any award may be entered in any court having jurisdiction.\n\n17. AMENDMENT; CANCELLATION No modification of this Agreement shall be of any force or effect unless such modification is in writing, expressly designated as an amendment hereto and signed by the parties' duly authorized representatives; and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing terms or conditions at variance with those set forth herein. 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.\n\n18. GOVERNING LAW AND DISPUTE RESOLUTION The parties' rights and obligations hereunder shall be construed and enforced under the laws of the State of Texas, U.S.A., without regard to conflict of laws principles. Incoterms 2010 (or any subsequent revision thereof) (\"Incoterms\") shall also apply; provided, however, that Incoterms shall apply only to the extent specified in the agreement hereof, and provided, further, that in the event of a conflict between Incoterms and the laws of the State of Texas, U.S.A., the latter shall govern. The parties specifically exclude\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\napplication of the U.N. Convention on Contracts for the International Sale of Goods. For any dispute regarding this Agreement, the Parties agree to exclusive jurisdiction and venue in the district courts of Harris County, Texas, or the United States District Court for the Southern District of Texas (Houston Division).\n\n19. MISCELLANEOUS No waiver by either party of a right, default or breach of any of the terms and conditions herein shall be effective unless in writing. No such waiver shall be deemed a waiver of any subsequent right, default or breach (whether similar or dissimilar) except as expressly stated therein.\n\n20. ASSIGNMENT This Agreement shall not be assigned in whole or in part by Buyer or Seller without the written consent of the other party and any attempted assignment without such consent shall be void and of no effect, except that Seller may assign all of its rights and obligations hereunder to any entity of which Exxon Mobil Corporation owns, directly or indirectly, at least fifty percent (50%) of the shares or other indicia of equity having the right to elect such entity's board of directors or other governing body.\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nATTACHMENT B\n\nWest Pharmaceutical Services and ExxonMobil Chemical Company 2019-2023 Global Master Supply Agreement\n\nList of ExxonMobil Affiliates / Divisions\n\nAt its sole discretion and with prior written notice to Buyer, Seller may designate a different selling entity from the ones listed in this Attachment.\n\nFor Product purchases made by Buyer Affiliates in: U.S.A., Brazil, Mexico ExxonMobil Chemical Company, a division of Exxon Mobil Corporation (\"EMCC\") and/or ExxonMobil Chemical Services Americas, Inc. 22777 Springwoods Village Pkwy Spring, TX 77389\n\nFor Product purchases made by Buyer Affiliates i n: Denmark, France, Germany, United Kingdom, Serbia and Ireland ExxonMobil Petroleum & Chemical BVBA (EMPC) Polderdijkweg B - 2030 Antwerpen, Belgium\n\nFor Product purchases made by Buyer Affiliates i n: Singapore, China, India ExxonMobil Affiliate: ExxonMobil Chemical Asia Pacific, a division of ExxonMobil Asia Pacific Pte Ltd (EMCAP) 1 Harbour Front Place #06-00HarbourFront Tower One Singapore 098633\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nATTACHMENT C\n\nWest Pharmaceutical Services and ExxonMobil Chemical Company 2019-2023 Global Master Supply Agreement List of West Pharmaceutical Affiliates\n\nBuyer may update this list from time to time with written notice to Seller.\n\nBrazil West Pharmaceutical Services Brasil Ltda AV Nossa Senhora Das Gracas, 115 Diadema, Sao Paulo, Brazil 09980-000\n\nChina West Pharmaceutical Packaging (China) Co., Ltd No. 111 Tianchen Road Qingpu, Shanghai 201707 China\n\nDenmark West Pharmaceutical Services Denmark A/S Fuglevangsvej 51 Horsens, Denmark\n\nFrance West Pharmaceutical Services France,S.A. 38, Rue Robert Degon Le Nouvion EN Thierache 02170\n\nGermany West Pharmaceutical Services Deutschland GmbH & Co. KG Stalberger Str. 21-41 Eschweiler 52249\n\nIreland West Pharmaceutical Products Ireland, Ltd. Carrickpherish Road Waterford, X91 R9V6\n\nIndia West Pharmaceutical Packaging India Pvt. Ltd. 900 Peepul Boulevard-Sector 36-Sri City-Satyavedu (P.O) Chittoor District - A.P. - India - 517 546\n\nMexico West Pharmaceutical Services Mexico, S.A. de C.V. Calle 40 Sur No. 706, Esq. 36 Este Civac, Jiutepec Morelos - M\u00e9xicoC. P. 62500\n\nSerbia West Pharmaceutical Services Beograd d.o.o. Kovin Crvenka 76 Kovin 26220, Serbia\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nSingapore West Pharmaceutical Services Singapore Pte. Ltd. 15 Joo Koon Circle Jurong, Singapore 629046\n\nU.S.A West Pharmaceutical Services, Inc. 530 Herman O. West Drive Exton, PA 19341-1147\n\nWest Pharmaceutical Services, Inc. 1028 Innovation Way Kinston, NC 28504-7616\n\nWest Pharmaceutical Services, Inc. 923 West Railroad Street Kearney, NE 68845-5128\n\nWest Pharmaceutical Services of Florida, Inc. 5111 Park Street North St. Petersburg, FL 33709-1109\n\nWest Pharmaceutical Services, Inc. 347 Oliver Street Jersey Shore, PA 17740-1923\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nATTACHMENT D West Pharmaceutical Services and ExxonMobil Chemical Company 2019-2023 Global Supply Master Agreement\n\nNotices\n\nFor all notices, communications, or questions regarding this Contract, the following addresses listed below shall be used; provided, however, that Seller and Buyer can each change any of its address information by providing written notice to the other party.\n\nExxonMobil Chemical Company West Pharmaceutical Services, Inc. 22777 Springwoods Village Pkwy 530 W. Herman O. Drive Spring, TX 77389 Exton, PA 19341-1147\n\nAttn: Gerd Merhof Attn: Oliver Steven ExxonMobil Chemical Central Europe West Pharmaceutical Services Deutschland GmbH & Co. KG Im Mediapark 2 Kiefernweg 5 50670 K\u00f6ln 52249 Eschweiler Germany Germany\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nATTACHMENT E\n\nWest Pharmaceutical Services and ExxonMobil Chemical Company 2019-2023 Global Supply Master Agreement\n\nPayment Terms\n\nBuyer Affiliates shall pay ExxonMobil Selling Affiliates' invoice(s) in full within the days set forth below:\n\nLocation Payment Terms Delivery Terms - lncoterms 2010 Brazil [*****] [*****] China [*****] [*****] Denmark [*****] [*****] France [*****] [*****] Germany [*****] [*****] India [*****] [*****] Mexico [*****] [*****] Serbia [*****] [*****] Singapore [*****] [*****] U.S.A. [*****] [*****] Ireland [*****] [*****]\n\n* For Product sold and/or sourced from the US that is shipped overseas to a non-US location, title and risk of loss of Product shall transfer from ExxonMobil Chemical Company or any other ExxonMobil Seller to Buyer at the first point upon which the delivering marine vessel crosses the outer boundary of the United States Exclusive Economic Zone (EEZ). The EEZ extends 200 nautical miles beyond the coastal baseline defined in the United Nations Convention on the Law of the Sea.\n\nFor U.S. sales to Brazil or Mexico, Seller shall constitute the U.S. Principal Party in interest or Exporter for all purposes under applicable law.\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nATTACHMENT F\n\nWest Pharmaceutical Services and ExxonMobil Chemical Company 2019-2023 Global Supply Master Agreement\n\nReturnable Metal Crates\n\nAttachment F documents Buyer's/Buyer Affiliates' responsibility for returnable metal crates (\"Metal Crates\") used in the supply of Butyl products from Seller/ExxonMobil Selling Affiliates (\"ExxonMobil\"). Buyer/Buyer Affiliates wishes to receive Butyl in Metal Crates and ExxonMobil is willing to supply Butyl in Metal Crates, subject to the following agreement.\n\nAgreement\n\nBuyer/Buyer Affiliates is responsible for the Metal Crates in their custody at the replacement value of the Metal Crates. Buyer's /Buyer Affiliates' custody begins when Metal Crates are loaded onto the delivering carrier at the ExxonMobil or third party warehouse and ends when Metal Crates are loaded onto the carrier for return to Global Pallet Services Limited (GPS) USA, Inc.\n\nBuyer/Buyer Affiliates must implement a system to ensure Metal Crates are not lost or damaged, and are returned in undamaged condition (normal wear and tear excepted). Buyer/Buyer Affiliates will supply to ExxonMobil upon request copies of any Bills of Lading needed to verify return shipments of Metal Crates.\n\nFor each Metal Crate not received back at Global Pallet Services Limited (GPS) and where a physical inventory determines that such Metal Crate is not in the custody of Buyer/Buyer Affiliates, Buyer/Affiliates will have 30 days from end of the calendar year to reimburse ExxonMobil as stated below.\n\nFor the purposes of this agreement, a Metal Crate is considered to be in undamaged condition if the base and all four sides are in working condition. Buyer/Buyer Affiliates agrees to pay for all repairs for damage to any Metal Crate, or to pay the replacement charge of $[*****] per Metal Crate for any Metal Crate that is either permanently lost or damaged beyond repair while in the custody of Buyer/Buyer Affiliates, and a replacement charge ($[*****] per door) for any removable door missing from Metal Crates collected at Buyer's /Buyer Affiliates' location. A Metal Crate shall be deemed to have been damaged beyond repair if the documented repair costs to restore the damaged Metal Crate to fit-for-fill condition would exceed $[*****]. In addition, if any of the charges imposed by Global Pallet Services Limited (GPS) under the agreement between the ExxonMobil and Global Pallet Service Limited (GPS) for damage to or loss of Metal Crates, are revised, the aforesaid amount reimbursable by Buyer/Buyer Affiliates shall automatically be revised in similar manner.\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nATTACHMENT G\n\nThe West Pharmaceutical Services and ExxonMobil Chemical Company/Affiliates 2019-2023 Global Master Supply Agreement\n\nEMCAP STANDARD TERMS AND CONDITIONS OF SALE AND ACCEPTANCE OF ORDER\n\nACCEPTANCE The acceptance of Buyer's order by Seller is expressly made conditional upon Buyer's assent to these Standard Terms and Conditions of Sale. Terms as specified in Seller's Order Confirmation (if any) and these Standard Terms and Conditions shall constitute the only binding contract terms and conditions between the parties (the \"Agreement\") in the absence of a written agreement as described in the Clause on Written Agreement.\n\nWRITTEN AGREEMENT If there is an executed written sales contract or agreement in effect between Buyer and Seller covering Buyer's order, the terms and conditions of that contract or agreement shall prevail over any conflicting term in Seller's Order Confirmation and/or these Standard Terms and Conditions and/or Buyer's purchase order.\n\nPRICE ADJUSTMENT [*****] Buyer's failure to deliver to Seller written objection to any such change at least ten (10) days before its effective date shall constitute acceptance. If Buyer does deliver such objections within the deadline, no delivery shall be made until parties agree on the new price, freight and/or payment terms.\n\n[*****]\n\nQUANTITY 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. To allow for standard tolerances of scales, Seller will not consider any claims for shortages of less than one half of one percent (0.5%) of the gross weight of any shipment of packaged product or less than one half of one percent (0.5%) of the net weight of bulk shipment. Seller shall have the right at all times to appoint an independent surveyor.\n\nTAXES All prices are exclusive of taxes, duties, or other governmental charges levied on or in respect of the product or delivery thereof. Buyer shall pay or reimburse Seller for such taxes, duties or charges.\n\nRISK AND TITLE TRANSFER Risk of loss of and damage to product shall pass to Buyer in accordance with the Incoterm specified in Seller's Order Confirmation or separate sales contract. Without negating Seller's warranty obligations hereunder, Buyer assumes all risk and liability for loss, damage, or injury to the person or property of Buyer or other parties arising out of the use or possession of any Product sold hereunder. Unless stated otherwise in Seller's Order Confirmation or separate sales contract, title in product shall pass to Buyer simultaneously with risk of loss of and damage to product. However, if the product is shipped by Seller from the US, such title and risk shall pass to Buyer at the first point at which the delivering vessel crosses the outer boundary of the US Exclusive Economic Zone (EEZ). The EEZ extends 200 nautical miles beyond the coastal baseline defined in the United Nations Convention on the Law of the Sea or as such term is used in the said Convention.\n\nWARRANTIES There are no warranties which extend beyond the description on the face hereof, and Seller makes no warranty, expressed or implied, of satisfactory quality, merchantability, fitness for any particular use or otherwise, except that the products sold hereunder shall meet Seller's applicable standard specifications or such other specifications as may be notified by Seller to Buyer from time to time. Buyer assumes all risk whatsoever as a result of the use of the products purchased, whether used singly or in combination with other substances or in any process.\n\nWithout limiting the foregoing, Seller does not recommend nor endorse the use of product in any medical application and specifically disclaims any representation or warranty, express or implied, of suitability or fitness for use, or otherwise with respect to product's use in any medical application. Buyer represents and warrants that no product purchased hereunder will be\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nused or resold for use in any commercial or developmental manner in connection with medical applications without Seller's prior express written acknowledgment. Further, Buyer agrees that it will make no representations, express or implied, to any person to the effect that Seller recommends or endorses the use of product purchased hereunder in any medical application.\n\nLIMITATION OF CLAIMS 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. Seller shall not in any event be liable for any special, incidental, exemplary or consequential damages.\n\nSubject 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. Any claim must be accompanied by documents as required by Seller, including but not limited to a certified weigh scale ticket or an independent surveyor report, and Seller shall have an opportunity to an independent assessment. All claims for any cause whatsoever, whether based in contract, negligence or other tort, strict liability, breach of warranty or otherwise, shall be deemed waived unconditionally and absolutely unless Seller receives complete written details of such claim not later than [*****] after Buyer's receipt of product as to which such claim is made. Receipt will be deemed to have taken place for purposes of this subparagraph when the product has been loaded onto Buyer's transport, or offloaded from the vessel or other means of transport on which delivery has been made when delivery is arranged by Seller. LAYTIME AND DEMURRAGE Buyer shall unload tank containers, cars, trucks and barges furnished by Seller and clear products from port, or at delivery destination, within the free time specified by tariffs or time periods on file with applicable bodies, or promptly after receipt if no such tariffs or time periods are on file. Buyer shall pay charges resulting from its failure to do to Seller or directly to the common carrier upon receipt of invoice.\n\nFor bulk marine shipment, demurrage charge at load port is for account of Seller and at discharge port for Buyer's account. For sales other than FOB sales, laytime allowed, demurrage rate and applicable charter party terms shall be as specified in Seller's vessel nomination to Buyer failing which, the terms in Seller's contract of affreightment with the vessel owner shall apply and Buyer shall pay Seller or the carrier the demurrage incurred at the discharge port by Seller's stipulated deadline. Subject to the foregoing, for the first discharge terminal, laytime shall commence six (6) hours after the vessel's notice of readiness is tendered to Buyer (or its agent) or upon the vessel being all fast to the discharge terminal, whichever occurs first, and for subsequent discharge terminal(s), laytime shall commence immediately when the vessel's notice of readiness is tendered to Buyer (or its agent). Laytime shall cease upon disconnection of all cargo hoses upon completion of discharge. For FOB sales, vessels nominated by Buyer are subject to Seller's screening, inspection and acceptance process and Seller's agreement to loading-date range duration / loading-date range narrowing profile / loading-date range communication leadtime and other shipping logistics, and any claim for demurrage by Buyer shall be waived unless notice in writing of such claim is received by Seller with full supporting documentation (including the invoice and time sheet issued by the vessel) by Seller's stipulated deadline.\n\nFAILURE IN PERFORMANCE Failure by Seller to deliver on a specific date shall not entitle Buyer to repudiate this Agreement. Buyer shall not be relieved of any obligations to accept or pay for products by reason of any delay in delivery or dispatch. Furthermore, no liability shall result to either party for delay in performance or non-performance of an obligation hereunder (except an obligation to make payment) in whole or in part caused by circumstances reasonably beyond the control of the party affected, including but not limited to acts of God, terrorist activity, transportation failure, breakdowns, equipment failure, shortage or inability to obtain product or raw material for product, or good-faith compliance with any governmental order or request (whether valid or invalid) . Regardless, however, of the occurrence or nonoccurrence of any such circumstances, if for any reason supplies of product or feedstock for making product, from any of Seller's existing sources are curtailed or are inadequate to meet Seller's own requirement and/or its obligation to its customers, Seller's obligation to deliver product during such period shall be reduced to the extent necessary, in Seller's sole judgment, to apportion fairly among Seller's own requirements and its customers (whether under contract or not) such products as received and as may be available in the ordinary and usual course of Seller's business from any existing sources of supply at the location(s) from which deliveries like those covered hereby are normally shipped. Seller shall not be obligated to purchase or obtain product, or feedstock to make product, to replace deliveries omitted or curtailed under this Paragraph.\n\nMODIFICATION AND AMENDMENTS There are no oral understandings, representations or warranties between the parties that conflict with these Standard Terms and\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nConditions or the details of price, payment, shipment or delivery schedule as communicated by Seller. No modification of any Standard Terms and Conditions shall be of any force or effect unless such modification is in writing and signed by the party to be bound thereby, and no modification of the same shall be effected by the acknowledgement of Buyer's purchase orders or equivalent forms containing terms and conditions at variance with those set forth herein and all such terms or conditions in Buyer's purchase orders or equivalent forms shall be considered null and void.\n\nGOVERNING LAW This Agreement shall be governed by Singapore law, without regard to its conflict of laws principles. Parties agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. A party that is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any of the terms in this Agreement.\n\nASSIGNMENT This Agreement shall not be assigned, in whole or in part, by either party without the prior consent of the other party, but shall be binding upon and shall inure to the benefit of the legal successors of the respective parties hereto; except that Seller may assign this Agreement, in whole or in part, to any affiliate. 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.\n\nDEFINITION To the extent not inconsistent with the terms hereof, Incoterms 2010 (\"Incoterms\") shall apply hereto.\n\nNO WAIVER No waiver by either party of any breach of these Standard Terms and Conditions shall be construed as a waiver of any succeeding breach of the same.\n\nCREDIT CLAUSE If Buyer fails to make payment when due or if Seller reasonably believes the financial status of Buyer is impaired due to any reason, Seller shall have the right, without prejudice to its other rights in contract or at law, upon notice to Buyer, to withhold further deliveries of product, modify or change any terms of payment or credit, suspend performance under this Agreement, accelerate payment obligations such that all amounts owed under prior deliveries and not paid shall become immediately due and payable, require Buyer to furnish security as deemed appropriate by Seller and/or exercise rights against any collateral and apply the proceeds against amounts due and owing. Seller shall in any event have the right to set- off any claim that Seller (or its affiliate) may have against Buyer (or its affiliate), against any sum which Seller may owe to Buyer (or its affiliate).\n\nIn the event Seller requires a documentary letter of credit or a standby letter of credit, such letter of credit shall be issued by an international bank in form and substance acceptable to Seller. A clean letter of credit is to be received by Seller prior to the estimated shipment date or by such date as Seller shall agree. Seller shall have no obligation to deliver product if the letter of credit is not so received by Seller.\n\nWithout prejudice to Seller's other rights in law and contract, it is agreed that Buyer shall indemnify and hold harmless the Seller from and against any dead-freight, vessel and/or port charges and payments, demurrage and/or any damages, losses or expenses incurred as a result of any delay in loading or non-delivery of any product under this Agreement arising from Buyer's failure or delay in providing the letter of credit in accordance with the terms of this Agreement.\n\nBUSINESS PRACTICES (a) Business Standards. Each party to this Agreement shall establish precautions to prevent its employees or subcontractors from making, receiving, providing or offering any substantial gifts, extravagant entertainment, payments, loans, or other considerations to the employees of the other party and/or their families and/or third parties in connection with this Agreement.\n\n(b) Compliance With Law. Each party agrees and will secure agreement by its subcontractors to comply with all applicable laws, regulations, decrees and judicial orders. Notwithstanding anything in this Agreement to the contrary, no provision shall be interpreted or applied so as to require any party to do, or refrain from doing, anything which would constitute a violation of, or result in a loss of economic benefit under, United States anti-boycott and other export laws and regulations. Each party represents to the other party that it shall not make any improper payments of money or anything of value to a government official (whether appointed, elected, honorary, or a career government employee) in connection with this Agreement, nor shall it make improper payments to a third party knowing or suspecting that the third party will give the payment, or a portion of it, to a government official.\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\n(c) Notice of Non-Compliance. Each party (\"the Relevant Party\") agrees to notify the other party promptly upon discovery of any instance where the Relevant Party fails to comply with this Clause. If either party discovers or is advised of any errors or exceptions related to its invoicing under this Agreement, both parties will together review the nature of the errors or exceptions, and will, if appropriate, promptly take corrective action that is necessary on its part and adjust the relevant invoice or refund overpayments.\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\nATTACHMENT H The West Pharmaceutical Services and ExxonMobil Chemical Company/Affiliates 2019-2023 Global Master Supply Agreement\n\nEMPC STANDARD TERMS AND CONDITIONS OF SALE (hereafter referred to as \"EM\")\n\n1. Agreement(s) as used herein shall mean any order confirmation issued by EM or any other contractual arrangement between EM and Buyer. These general terms and conditions shall apply to and form part of all Agreements. The Agreement constitutes the complete and entire understanding and agreement between EM and Buyer. No other general terms and conditions will have an effect on the Agreement. Deviations from the Agreement, including these general terms and conditions, shall be valid only if expressly agreed in writing by the parties.\n\n2. Title to the product shall transfer from EM to Buyer simultaneously with the transfer of risks as per Incoterms. All references to Incoterms shall mean ICC Incoterms 2010.\n\n3. EM will use reasonable efforts to meet the planned delivery date which shall be deemed to be only approximate.\n\n4. If Buyer is responsible for the transport of products, Buyer shall ensure that the means of transport is clean and dry, suitable for loading and carrying the products, and complies with the safety standards of EM and with the legal standards for such means of transport. In case of non- or incomplete compliance with the above requirements, EM will be entitled not to load or cause to load this means of transportation, without any obligation to compensation.\n\n5. If delivery takes place on reusable pallets (regardless of whether they are property of EM), Buyer will maintain these pallets in good condition and make them available on request for collection by or on behalf of EM.\n\n6. EM's determination of quantity and quality shall be binding for both parties. Without prejudice to the foregoing, Buyer has the right to have a representative present at said determination, at his own cost.\n\n7. Products shall be supplied by EM at the price valid on the planned delivery date.\n\n8. Prices are exclusive of taxes (such as VAT), duties or other governmental charges. In addition to the price of the product, EM shall have the right to charge any taxes, duties or other governmental charges that now or in the future may be levied, in connection with the manufacture, sale, transportation, storage, handling, delivery, use, possession of or disposal of the product or raw materials used in it. VAT and excise tax exemptions granted on request of Buyer in accordance with legislation or administrative regulations imposed by any lawful authority, shall be the exclusive responsibility of Buyer who shall indemnify EM in respect of any VAT or excise Tax liabilities arising therefrom.\n\n9. EM will invoice Buyer and Buyer will pay the invoice in the currency stated on the invoice, without any discount, deduction or set off, so that EM's designated bank account is credited with the full invoiced amount within 30 days from the invoice date.\n\n10. Failure by Buyer to pay on the due date shall make all sums owing by Buyer to EM on any account whatsoever immediately and automatically due and payable, without prejudice to EM's right to charge automatically and without giving any notice the statutory late payment interest rate as defined in applicable legislation on combating late payment in commercial transactions.\n\n11. EM and any of its Affiliates (as herein defined) may at any time without giving notice to or making demand upon Buyer, set off and apply any and all sums at any time owing by EM and/or by any of its Affiliates to Buyer or any of Buyer's Affiliates, against any and all sums owing by Buyer or any of Buyer's Affiliates to EM and/or to any of its Affiliates. An Affiliate is (1) for EM: Exxon Mobil Corporation or any company in which Exxon Mobil Corporation owns or controls, directly or indirectly, 50 % or more of the voting stock and (2) for the Buyer: any company in which its ultimate holding company owns or controls, directly or indirectly, 50 % or more of the voting stock.\n\n12. If one party has objective reasons to conclude that the financial status of the other party becomes impaired or unsatisfactory, or in case of late payment, it may require the other party to provide adequate securities, including cash in advance, for the timely payment of future deliveries, absent which it may suspend its supply obligations.\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\n13. Health and safety information relating to handling and use of products are in the Safety Data Sheets (SDS) that EM has sent or will send to Buyer. Buyer shall notify EM if Buyer has not received such information by the delivery date. EM will assume that Buyer has received the necessary information absent notification from Buyer. Buyer shall provide such health and safety information to anyone including without limitation its employees, contractors, agents or customers who may be exposed to the product. Buyer warrants that it possesses the necessary expertise for handling products of the type being supplied hereunder and that it will take the steps necessary to review and understand that information contained on the SDS for each product it purchases. Such data and statements are offered only for Buyer's and its users' and customers' considerations, investigation and verification.\n\n14. EM gives no guarantees or warranties, express or implied, as to the quality, merchantability, fitness for purpose or suitability of the products except that the product sold pursuant to the terms of this Agreement shall meet the relevant EM standard specification in force at the time of loading or such other specification or requirement which may be explicitly agreed in writing between the parties. Without limiting the foregoing, EM does not recommend nor endorse the use of product(s) in any medical application and specifically disclaims any representation or warranty, express or implied, of suitability or fitness for use, or otherwise with respect to product(s)' use in any medical application. Buyer represents and warrants that no product(s) purchased hereunder will be used in or resold into any commercial or developmental manner in connection with medical applications without EM's prior express written acknowledgement. Further, Buyer agrees that it will make no representations, express or implied, to any person to the effect that EM recommends or endorses the use of product(s) purchased hereunder in any medical application. EM's maximum liability for all claims for any reason is the sales price of the product involved and EM shall not be liable for indirect or consequential damage. Claims by Buyer are waived unless made in writing within 150 days from date of (non-) delivery. Buyer shall indemnity and hold EM harmless in respect of all claims for which Buyer is liable.\n\n15. EM makes no representation or warranty of any kind, express or implied, that the products sold hereunder, or the use of such products, or articles made therefrom, either alone or in conjunction with other materials, will not infringe any patent or trademark rights. Buyer agrees that it will promptly notify EM of any claim or suit involving Buyer in which patent or trademark infringement is alleged with respect to the products sold hereunder, and that Buyer will permit EM, at its option and expense, to control completely the defence or settlement of any such allegation of infringement.\n\n16. Neither party shall be liable for any delay in performance or non-performance in whole or in part caused by circumstances beyond the reasonable control of the party affected including but not limited to, acts of God, fire, flood, war, terrorist activity, or the threat of one of these events, criminal acts or sabotage, diminishment or failure of power, telecommunications, data systems or networks, accident, explosion, equipment breakdowns, labour disputes, shortage or inability to obtain energy, utilities, equipment, transportation, the Product, or the feedstock from which the Product is directly or indirectly derived; or good faith compliance with any regulation, direction r request (whether ultimately determined to be valid or invalid) made by governmental authority or any person or persons purporting to act for such an authority.\n\nRegardless of the occurrence or non-occurrence of any of the circumstances set forth above, if for any reason, supplies of or distribution logistics of the Product deliverable under this Agreement or of the feedstock from which the Product is directly or indirectly derived from any of EM's then existing sources of supply are curtailed or cut off, or otherwise inadequate to meet EM's own requirements and its obligations to its customers, EM shall have the option during such period of curtailment, or cessation to apportion fairly among its customers including EM's Affiliates and whether under contract or not, such Product as may be received in the ordinary course of business or manufactured at EM then existing sources.\n\nEM shall not be obliged to purchase or otherwise obtain alternative supplies of product deliverable under this Agreement, or the feedstock from which product directly or indirectly is derived. Nor shall EM be obliged to settle labour disputes, run down inventories below normal levels, adapt or vary its manufacturing plan except at its own sole discretion, or to take any steps other than in accordance with good business practice to make up inadequate supplies or to replace the supplies so curtailed or cut off. EM shall not be obliged to make up deliveries omitted or curtailed under this Agreement. Any such deficiencies in deliveries shall be cancelled with no liability to either party, it being agreed, however, that a force majeure situation hereunder shall not entitle either party to cancel this Agreement.\n\n17. In case of any material breach of the terms and conditions contained in the Agreement by one of the parties, the other party may, without giving prior written notice in the event the material breach is not cured within such notice period or without undertaking any recourse to legal proceedings, suspend its further performance, terminate the Agreement or require specific performance by the other party of the Agreement in whole or in part, without prejudice to its right to damages for any losses incurred subject to Article 14.\n\n18. 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.\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020\n\n\n\n\n\n19. EM informs Buyer that any information relating to an identified or identifiable natural person (\"individual\"), in particular business contact details of Buyer's personnel and contractors, which is communicated by or on behalf of Buyer to EM (\"personal data\"), will be subject to data processing by EM. To learn more about the processing of personal data and about individual's rights in relation to the processing, read the EM data privacy notice at http://www.exxonmobil.be/enbe/company/locations/belgium/legal-information-belgium-only Buyer shall inform its personnel and contractors and other relevant individuals of the EM data privacy notice.\n\n20. Notwithstanding any other provision in this Agreement or any other document, neither this Agreement nor any other document shall constitute an agreement by EM to take any action or refrain from taking any action that is in conflict with, penalized under or compliance with which is prohibited by the laws or regulations of the United States, the European Union (EU), any EU member State, the United Kingdom and/or Norway, as applicable. The parties furthermore represent, warrant and undertake to each other on a continuous basis that they shall comply with all applicable anti-bribery and anti-money laundering laws, rules and regulations of any government relevant to the transaction, including the US Foreign Corrupt Practices Act and the applicable country legislation implementing OECD Convention on Combating Bribery of Foreign Public Officials in international business transactions as such laws and regulations may be updated or amended from time to time.\n\n21. To the extent permitted by law, in the event that a party becomes aware that it will or may undergo a Change of Control (\"Affected Party\") within the following three (3) Months, the Affected Party will notify the other party without delay after it becomes so aware. Together with such notification, the Affected Party will supply the other party with sufficient information to allow that other party to reasonably assess the impact that such Change of Control may have on it and/or its Affiliates, on the Affected Party's creditworthiness, and on the Affected Party's ability to perform its obligations under this Agreement. In the event that the other party concludes in its sole discretion that such Change of Control, if it is implemented: (a) may result in it and/or its Affiliates being subjected to any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), prospects or operating results of it and/or its Affiliates; (b) that the Affected Party's creditworthiness may be reduced; and/or (c) that the Affected Party's ability to perform its obligations under the Agreement may be negatively affected;\n\nthen the other party may (but is not obliged to) terminate this Agreement forthwith upon notice to the Affected Party. Such termination is without prejudice to the rights and obligations of the parties that have accrued up to and including the date of termination. 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.\n\n22. This Agreement between EM and Buyer shall be governed by the laws of Belgium (excluding its rules on conflict of laws). Neither the Uniform Law on the International Sale of Goods ('ULIS'), nor the United Nations Convention on Contracts for the International Sale of Goods 1980 ('CISG') shall apply. (i) If Buyer's registered office is located within the territory of the European Economic Area ('EEA'), any disputes between EM and Buyer arising out of or in relation to this Agreement shall be of the exclusive jurisdiction of the Courts of Antwerp. (ii) If Buyer's registered office is located outside the territory of the EEA, any disputes arising out of or in relation to this Agreement shall be finally settled under the CEPANI Rules of Arbitration by three (3) arbitrators appointed in accordance with said Rules. The seat of the arbitration shall be Brussels. The arbitration shall be conducted in the English language. ________________________________ * Further information on ExxonMobil Petroleum & Chemical BVBA is available on: http://www.exxonmobil.be/en-be/company/locations/belgium/legal-information-belgium-only\n\nSource: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020"}]}, {"title": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "CONSULTING AGREEMENT", "answer_start": 22447}], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Consultant", "answer_start": 258}, {"text": "Alan Crane", "answer_start": 226}, {"text": "Immunotolerance, Inc.", "answer_start": 159}, {"text": "Company", "answer_start": 211}], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "27t h day of March, 2017", "answer_start": 115}], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 1420}], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 1420}], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 1420}], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 20166}], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 13856}], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": false}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.", "answer_start": 4722}], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.", "answer_start": 20451}, {"text": "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.", "answer_start": 19744}, {"text": "Any non-consented-to assignment or delegation, whether express or implied or by operation of law, shall be void and shall constitute a breach and a default by the Consultant.", "answer_start": 19961}], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. 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.", "answer_start": 1986}], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [{"text": "The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Company at all times.", "answer_start": 13430}, {"text": "All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company.", "answer_start": 9795}, {"text": "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.", "answer_start": 11413}, {"text": "Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention.", "answer_start": 12918}, {"text": "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.", "answer_start": 10543}], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 11716}], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 11716}], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": false}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.17\n\nIMMUNOTOLERANCE, INC.\n\nCONSULTING AGREEMENT\n\nThis Consulting Agreement (the \"Agreement\"), made this 27t h day of March, 2017 is entered into by Immunotolerance, Inc., a Delaware corporation (the \"Company\"), and Alan Crane, an individual (the \"Consultant\").\n\nWHEREAS, the Company and the Consultant desire to establish the terms and conditions under which the Consultant will provide services to the Company.\n\nNOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:\n\n1. Services. The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified on Schedule A to this Agreement. The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company. 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.\n\n2. 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.\n\n3. Compensation.\n\n3.1 Shares. In connection with the execution of this Agreement, Consultant and Company shall enter into a Restricted Stock Agreement. 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. Such Shares are in addition to the 10,000 shares of Common Stock held by the Consultant as of the date hereof. The Consultant agrees that the Shares shall be subject to the terms of the Restricted Stock Agreement.\n\n3.2 Expenses. The Company shall reimburse the Consultant for all reasonable and necessary documented out of pocket expenses incurred or paid by the Consultant in connection with, or related to, the performance of Consultant's services under this Agreement.\n\n\n\n\n\nThe Consultant shall submit to the Company itemized monthly statements, in a form satisfactory to the Company, of such expenses incurred in the previous month. The Company shall pay to the Consultant amounts shown on each such statement within thirty (30) days after receipt thereof.\n\n3.3 Benefits. The Consultant shall not be entitled to any benefits, coverages or privileges, including, without limitation, health insurance, social security, unemployment, medical or pension payments, made available to employees of the Company.\n\n4. Termination. The Company may terminate the Consultation Period at any time for Cause (as defined below). In the event of such termination, the Consultant shall be entitled to payment hereunder and for expenses paid or incurred prior to the effective date of termination. Such payments shall constitute full settlement of any and all claims of the Consultant of every description against the Company. Notwithstanding the foregoing, the Company may terminate the Consultation Period effective immediately upon receipt of written notice by the Consultant, if the Consultant breaches or threatens to breach any provision of Section 6. For purposes of this Section 4, \"Cause\" shall exist in the event of (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Consultant after written notice to perform his reasonable Services for the Company, or (B) that the Consultant has engaged in dishonesty, gross negligence or misconduct; or (ii) the conviction of the Consultant of, or the entry of a pleading of guilty or nolo contendere by the Consultant to, any crime involving moral turpitude or any felony. The Consultant may terminate the Consultation Period at any time upon thirty (30) days' written notice.\n\n5. Cooperation. The Consultant shall use Consultant's best efforts in the performance of Consultant's obligations under this Agreement. The Company shall provide such access to its information and property as may be reasonably required in order to permit the Consultant to perform Consultant's obligations hereunder. The Consultant shall cooperate with the Company's personnel, shall not interfere with the conduct of the Company's business and shall observe all rules, regulations and security requirements of the Company concerning the safety of persons and property.\n\n6. Proprietary Information and Inventions.\n\n6.1 Proprietary Information.\n\n(a) The Consultant acknowledges that Consultant's relationship with the Company is one of high trust and confidence and that in the course of Consultant's service to the Company, Consultant will have access to and contact with Proprietary Information. The Consultant will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of the services) without written approval by an officer of the Company, either during or after the Consultation Period, unless and until such Proprietary Information has become public knowledge without fault by the Consultant. - 2 -\n\n\n\n\n\n(b) For purposes of this Agreement, Proprietary Information shall mean, by way of illustration and not limitation, all information, whether or not in writing, whether or not patentable and whether or not copyrightable, of a private, secret or confidential nature, owned, possessed or used by the Company, concerning the Company's business, business relationships or financial affairs, including, without limitation, any Invention, formula, vendor information, customer information, apparatus, equipment, trade secret, process, research, report, technical or research data, clinical data, know-how, computer program, software, software documentation, hardware design, technology, product, processes, methods, techniques, formulas, compounds, projects, developments, marketing or business plan, forecast, unpublished financial statement, budget, license, price, cost, customer, supplier or personnel information or employee list that is communicated to, learned of, developed or otherwise acquired by the Consultant in the course of Consultant's service as a consultant to the Company.\n\n(c) The Consultant's obligations under this Section 6.1 shall not apply to any information that (i) is or becomes known to the general public under circumstances involving no breach by the Consultant or others of the terms of this Section 6.1, (ii) is generally disclosed to third parties by the Company without restriction on such third parties, or (iii) is approved for release by written authorization of an officer of the Company.\n\n(d) The Consultant agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Consultant or others, which shall come into Consultant's custody or possession, shall be and are the exclusive property of the Company to be used by the Consultant only in the performance of Consultant's duties for the Company and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company. 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. After such delivery, the Consultant shall not retain any such materials or copies thereof or any such tangible property.\n\n(e) The Consultant agrees that Consultant's obligation not to disclose or to use information and materials of the types set forth in paragraphs (b) and (d) above, and Consultant's obligation to return materials and tangible property set forth in paragraph (d) above extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Consultant.\n\n(f) The Consultant acknowledges that the Company from time to time may have agreements with other persons or with the United States Government, or agencies thereof, that impose obligations or restrictions on the Company regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. The Consultant agrees to be bound by all such obligations and restrictions that are known to Consultant and to take all action necessary to discharge the obligations of the Company under such agreements. - 3 -\n\n\n\n\n\n6.2 Inventions.\n\n(a) All inventions, ideas, creations, discoveries, computer programs, works of authorship, data, developments, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) which are made, conceived, reduced to practice, created, written, designed or developed by the Consultant, solely or jointly with others or under Consultant's direction and whether during normal business hours or otherwise, (i) during the Consultation Period if related to the business of the Company or (ii) during or after the Consultation Period if resulting or directly derived from Proprietary Information (as defined above) (collectively under clauses (i) and (ii), \"Inventions\"), shall be the sole property of the Company. 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. However, this paragraph shall not apply to Inventions which do not relate to the business or research and development conducted or planned to be conducted by the Company at the time such Invention is created, made, conceived or reduced to practice and which are made and conceived by the Consultant not during normal working hours, not on the Company's premises and not using the Company's tools, devices, equipment or Proprietary Information. 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.\n\n(b) 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. The Consultant will not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.\n\n(c) Upon the request of the Company and at the Company's expense, the Consultant shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign all Inventions to the Company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any Invention. The Consultant also hereby waives all claims to moral rights in any Inventions.\n\n(d) The Consultant shall promptly disclose to the Company all Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be specified by the Company) to document the conception and/or first actual reduction to practice of any Invention. Such written records shall be available to and remain the sole property of the Company at all times. - 4 -\n\n\n\n\n\n7. Non-Solicitation. 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.\n\n8. Other Agreements; Warranty.\n\n8.1 The Consultant hereby represents that, except as the Consultant has disclosed in writing to the Company, the Consultant is not bound by the terms of any agreement with any third party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Consultant's consultancy with the Company, to refrain from competing, directly or indirectly, with the business of such third party or to refrain from soliciting employees, customers or suppliers of such third party. The Consultant further represents that Consultant's performance of all the terms of this Agreement and the performance of the services as a consultant of the Company do not and will not breach any agreement with any third party to which the Consultant is a party (including, without limitation, any nondisclosure or non-competition agreement), and that the Consultant will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any current or previous employer or others.\n\n8.2 The Consultant hereby represents, warrants and covenants that Consultant has the skills and experience necessary to perform the services, that Consultant will perform said services in a professional, competent and timely manner, that Consultant has the power to enter into this Agreement and that Consultant's performance hereunder will not infringe upon or violate the rights of any third party or violate any federal, state or municipal laws.\n\n9. Independent Contractor Status.\n\n9.1 The Consultant shall perform all services under this Agreement as an \"independent contractor\" and not as an employee or agent of the Company. The Consultant is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the Company or to bind the Company in any manner.\n\n9.2 The Consultant shall have the right to control and determine the time, place, methods, manner and means of performing the services. In performing the services, the amount of time devoted by the Consultant on any given day will be entirely within the Consultant's control, and the Company will rely on the Consultant to put in the amount of time necessary to fulfill the requirements of this Agreement. The Consultant will provide all equipment and supplies required to perform the services. The Consultant is not required to attend regular meetings at the Company. 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. - 5 -\n\n\n\n\n\n9.3 In the performance of the services, the Consultant has the authority to control and direct the performance of the details of the services, the Company being interested only in the results obtained. However, the services contemplated by the Agreement must meet the Company's standards and approval and shall be subject to the Company's general right of inspection and supervision to secure their satisfactory completion.\n\n9.4 The Consultant shall not use the Company's trade names, trademarks, service names or service marks without the prior approval of the Company.\n\n9.5 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.\n\n10. Remedies. The Consultant acknowledges that any breach of the provisions of Section 1, 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone. The Consultant agrees, therefore, that, in addition to any other remedy the Company may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Consultant and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages or posting a bond.\n\n11. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other in accordance with this Section 11.\n\n12. Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.\n\n13. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.\n\n14. Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Consultant.\n\n15. Non-Assignability of Contract. 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. Any non-consented-to assignment or delegation, whether express or implied or by operation of law, shall be void and shall constitute a breach and a default by the Consultant. - 6 -\n\n\n\n\n\n16. 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.\n\n17. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by Consultant.\n\n18. Interpretation. If any restriction set forth in Section 1, 6 or 7 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.\n\n19. Survival. The last sentence of Section 1 and Sections 4 through 20 shall survive the expiration or termination of this Agreement.\n\n20. Miscellaneous.\n\n20.1 No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.\n\n20.2 The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.\n\n20.3 In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.\n\n[Remainder of Page Intentionally Left Blank] - 7 -\n\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as of the date and year first above written. COMPANY:\n\nIMMUNOTOLERANCE, INC.\n\nBy: /s/ Dan Matloff Name: Dan Matloff Title: CFO\n\nCONSULTANT:\n\n/s/ Alan Crane Name: Alan Crane\n\nSIGNATURE PAGE TO CONSULTING AGREEMENT\n\n\n\n\n\nSCHEDULE A\n\nConsultant will provide advice and services to the Company as requested by the Board of Directors from time to time. The field for purposes of Section 1 is defined as drugs and cell-based therapies designed for tissue-specific immunosuppression."}]}, {"title": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "CELEBRITY ENDORSEMENT AGREEMENT", "answer_start": 0}], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Bizzingo", "answer_start": 153}, {"text": "Theismann", "answer_start": 279}, {"text": "Bizzingo, Inc.", "answer_start": 153}, {"text": "Joseph Theismann", "answer_start": 272}], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "March 14, 2012", "answer_start": 70}], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "March 1, 2012", "answer_start": 105}], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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\"). 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.", "answer_start": 3999}], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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\"). 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.", "answer_start": 3999}], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": true}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [{"text": "Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use,  permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service,  including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.", "answer_start": 9082}, {"text": "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.", "answer_start": 11585}], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 16237}], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 17690}], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "The Royalty payable under the Agreement shall be in the form of one (1) common stock purchase warrant of Bizzingo (as further  described herein) for each Activated User (as defined above) that occurs during a Royalty Period determined on the last day of each Royalty  Period during the Term.", "answer_start": 21575}], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [{"text": "Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media  programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours.", "answer_start": 7205}, {"text": "Make four (4) public appearance for the purpose of promoting the Network, which may include autograph sessions, dinner  appearances, and/or other appearances not described in 4(a) above, with each such session not exceeding two (2) hours.", "answer_start": 7460}], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": false}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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. I", "answer_start": 1369}, {"text": "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.", "answer_start": 1835}], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [{"text": "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", "answer_start": 1369}], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": false}, {"answers": [{"text": "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. I", "answer_start": 1369}], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": false}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 8642}, {"text": "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.", "answer_start": 8221}], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 13038}], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "CELEBRITY ENDORSEMENT AGREEMENT     THIS AGREEMENT is made as of this March 14, 2012 but effective as of March 1, 2012 (\"Effective Date\") by and between Bizzingo, Inc., a Nevada  corporation with offices at 63 Main Street, Suite 202, Flemington, NJ 08822 (\"Bizzingo\") and Joseph Theismann, an individual whose address is 21495  Ridgetop Circle, Suite 304A, Sterling Virginia 20166 (\"Theismann\") (collectively the \"Parties\").     WITNESSETH:     WHEREAS, Theismann is recognized and widely known throughout the world as a retired, hall of fame professional athlete, and sports celebrity; and     WHEREAS, Theismann's name, by virtue of his ability and experience, has acquired a meaning in the mind of the purchasing public important to the  advertising, promotion, and sale of services and merchandise; and     WHEREAS, Bizzingo has developed a B2B interactive platform which engages in business social media including mobile and Internet applications  (\"Network\"); and     WHEREAS, Bizzingo is desirous of acquiring the rights to utilize Theismann's name in connection with the advertisement, promotion, and sale of the  Network as provided herein and Theismann is willing to grant such right     NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, it is agreed as  follows:     1. GRANT OF RIGHTS. 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. 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. Theismann agrees to cooperate with Bizzzingo's promotional efforts in this regard. In addition, as  reasonably requested by Bizzingo, Theismann agrees to provide Bizzingo with such signatures, photographs and the like in order to fulfill his obligations  hereunder.\n\n1\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n   Bizzingo agrees that any use of the Property for advertising, promotional or sale purposes will be approved in advance by Theismann. Theismann  agrees that such material, submitted for approval as provided herein may be deemed by Bizzingo to have been approved hereunder if the same is  not disapproved by the Theismann in writing within fourteen (14) days after Theismann's receipt thereof. Theismann agrees that any material  submitted hereunder will not be unreasonably disapproved and, if it is disapproved, that Theismann shall advise Bizzingo in writing of the specific  grounds therefor at the time of disapproval and provide Bizzingo with specific changes or alterations to such materials. Bizzingo thereafter shall  have the right and privileged to use such Property as provided in this Agreement subject to such changes or alterations.     Except as stated herein, no other rights or privileges are granted to Bizzingo by Theismann.     \"Property\" as stated herein shall mean Theismann's name (including \"Joe Theismann\", \"Theismann\" \"J. Theismann\"), nicknames, initials,  autograph, facsimile signature, photograph, image, likeness, voice, video portrayals, biographical data, character, symbols, and/or other  endorsement, and any variations or deviations thereof.     \"Territory\" as stated herein shall mean worldwide.     2. TERM. 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\"). 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.     3. COMPENSATION.\n\n\n\n\n\na. 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. b. The Royalty owed Theismann shall be calculated on a quarterly calendar basis (\"Royalty Period\") commencing on the first (1st) day  of June, September, December, and March, except that the first and last calendar quarters may be \"short\" depending on the  effective date of this Agreement. Payment of the Royalty shall be made no later than 45 days after the termination of the preceding  full calendar quarter. The foregoing notwithstanding, if this Agreement is terminated in accordance with the provisions herein  during a Royalty Period, the Royalty shall be calculated up to and including the Termination Date and payment of the Royalty shall  be made as provided herein. c. For each Royalty Period, Bizzingo shall provide Theismann with a written royalty statement in a form acceptable to Theismann  certified by a duly authorized officer of Bizzingo. d. Theismann shall be responsible for all federal, state and local taxes related to the Royalty.\n\n2\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n   4. PROMOTIONAL APPEARANCES.  In addition to the other terms and conditions herein, during the Term, Theismann also will;\n\n   Bizzingo recognizes that Theismann's schedule and will not schedule any such session or appearance at a time that would conflict with  Theismann's current obligations. Following the execution of this Agreement, Theismann will provide Bizzingo with an availability schedule  indicating black out and/or available dates and from time to time will endeavor to update such schedule. In this regard, Bizzingo agrees to provide  Joseph Theismann with at least thirty (30) days' written notice of any photographic sessions or public appearances to permit Theismann to  properly schedule the session or appearance. Bizzingo will pay all reasonable out of pocket expenses incurred by Theismann in connection with  such session or appearance which expenses shall not exceed One Thousand Dollars ($1,000) per day unless Theismann receives prior written  approval from Bizzingo. For any travel incurred by Theismann as part of his appearances, Bizzingo will provide first class air travel and hotel  accommodations.     5. NOTICES AND PAYMENTS. Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall  be deemed properly given when actually received or within fourteen (14) days of mailing by certified or registered mail, return receipt requested,  postage prepaid, whichever first occurs,\n\n\n\n\n\na. Make himself available for four (4) sessions for production of photographs, or radio, television, video or other multi-media  programming for use in Bizzingo's advertising or promotional materials, with each such session not exceeding eight (8) hours. b. Make four (4) public appearance for the purpose of promoting the Network, which may include autograph sessions, dinner  appearances, and/or other appearances not described in 4(a) above, with each such session not exceeding two (2) hours.\n\nto Theismann at: JRT Associates, Inc.   21495 Ridgetop Circle, Suite 304A   Sterling, Virginia 20166       With a copy to:   Eric V. Zimmerman, Esquire   Miller Zimmerman, PLC   50 Catoctin Circle, Suite 201   Leesburg, Virginia 20176     to Bizzingo at:     63 Main Street   Suite 202   Flemington, NJ 08822\n\n3\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n\n\n   Either party may change its address for the purpose of this Agreement by giving notice to the other party in accordance herewith.     6. INSPECTION AND AUDIT. 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.     7. RESERVATION OF RIGHTS.  (a). Except as stated herein, Theismann shall retain all rights in and to his name, his right of publicity, and the endorsement whether during the  Term or any extension thereof. Notwithstanding the foregoing, during the term and for a period of one (1) year thereafter, Theismann shall not use,  permit the use of, or license to others the Property in connection with the advertisement, promotion, and sale of any network or Internet service,  including but limited to all computer/video games, CD-ROMs, and/or interactive video of any form, except for a pre-existing license by Theismann.  Bizzingo and Theismann agree that they shall take all necessary steps during the Term to protect the endorsement in connection with the  advertisement, promotion, and sale of the Network.  (b). It is understood and agreed that Theismann shall retain all right, title, and interest in his likeness, name, and/or trademarks, where applicable,  except as rights granted hereunder.  (c). The parties agree to execute any documents reasonably requested by the other party to effect any of the above provisions.     8. RESTRICTED STOCK, RISK OF INVESTMENT, AND INVESTMENT INTENT.  (a). Theismann acknowledges that the Royalty Warrant and Bonus Warrant and the shares of common stock of Bizzingo underlying such warrants  are \"restricted securities\" as that term is defined under federal securities laws. 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.\n\n\n\n  With a copy to:   Daniel H. Luciano, Esq.   242A West Valley Brook Road   Califon,NJ 07830\n\n4\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n   (b). Theismann acknowledges and agrees that any investment in Bizzingo warrants and common stock involves substantial risks and that  Theismann or his representative has had the opportunity to review fully the books, records and financial statements of Bizzingo along with the  Quarterly, Annual and Periodic filings of Bizzingo on the Securities and Exchange Commission's EDGAR website  (http://sec.gov/edgar/searchedgar/companvsearch.html) and has determined that Bizzingo common stock is a suitable investment and he can bear  the risk associated with such investment.  (c). Theismann represents and warrants to Bizzingo that he is acquiring such shares of Bizzingo common stock for investment purposes and not  with a view towards distribution.     9. REPRESENTATIONS, WARRANTIES AND INDEMNITY.\n\n\n\n\n\na. 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. b. Theismann further represents and warrants to Bizzingo that he is the owner free and clear of the rights granted herein, and has the  full right. power, legal capacity and authority to grant the rights herein. c. Theismann further represents and warrants that he has not misrepresented or concealed anything with respect to his or her  background that may have a prejudicial effect on the value of the endorsement, that he is in good health and does not plan to retire  during the Term of this Agreement, and that he or she has not engaged nor will he or she engage during the Term of this  Agreement in any activity (criminal or otherwise) that could potentially have a negative impact on the Network. d. Bizzingo agrees to defend, indemnify, and hold Theismann harmless against all costs, expenses, and losses (including reasonable  attorney fees and costs) incurred through claims of third parties against Theismann based on the manufacture or sale of the  Network including, but not limited to, actions founded on network liability. 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. e. Theismann agrees to defend, indemnify, and hold Bizzingo, and its officers, directors, agents, and employees, harmless against all  costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Bizzingo  based on a breach by Theismann of any representation and/or warranty made in this Agreement or with respect to any third-party  claims for infringement involving the use of the Property by Bizzingo.\n\n5\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n   10. TERMINATION.\n\n   Upon termination of this Agreement as provided in this Section 10 (each a \"Termination Date\") or upon the expiration of the Term, Bizzingo shall  cease using the Property in any way, and Theismann shall not be entitled to the Royalty, in each case from and after the Termination Date.     11. RELATIONSHIP OF THE PARTIES. Theismann's performance of services for Bizzingo hereunder is in his or her capacity as an independent  contractor. Accordingly, nothing contained in this Agreement shall be construed as establishing an employer/employee, a partnership, or a joint  venture relationship between Theismann and Bizzingo.\n\n\n\na. 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: i. Bizzingo is adjudicated insolvent, declares bankruptcy, or ii. Bizzingo fails to continue its business of selling the Network; provided, however, that nothing contained in this Agreement  shall obligate Bizzingo to sell any specific quantities of Network during the Term; iii. Bizzingo fails to make payment to Theismann of any Royalties due pursuant to this Agreement within thirty (30) days after  such due date; iv. Bizzingo fails to maintain the liability insurance as herein provided. b. 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; engages in conduct that offends the sensitivities of a significant portion  of the population; or engages in conduct that could bring Theismann into public disrepute; ii. Totally retires from the entertainment or sports industry; or iii. Upon Theismann's death. c. In addition to as stated in (a) or (b) above, either party may terminate this Agreement in the event of a breach of any provision of  this Agreement by the other by providing thirty (30) days* prior written notice to the breaching party, provided that, during the 30- day period, the breaching party fails to cure such breach. d. 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.\n\n6\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n   12. FORCE MAJEURE. Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any  delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party's reasonable control  and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the  affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.     13. JURISDICTION/DISPUTES. The Parties hereby agree that all disputes related to this Agreement shall be settled by arbitration pursuant to  the rules and regulations of the American Arbitration Association. Parties all consent to the jurisdiction of such courts, agree to accept service  of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it     14. AGREEMENT BINDING ON SUCCESSORS. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the  Parties hereto, their heirs, administrators, successors and assigns.     15. ASSIGNABILITY. 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.     16. WAIVER. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other  provisions of this Agreement.     17. SEVERABILITY. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity  shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be  severed from the Agreement.     18. INTEGRATION. This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements  between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the  Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict  with this Agreement.     19. CONFIDENTIALITY AND NON-DISPARAGEMENT AGREEMENT. Concurrent with the execution of this agreement, the parties will execute a  mutually acceptable Confidentiality and Non-Disparagement Agreement.     IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand on  the day indicated above.\n\n\n\n7\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n   Theismann\n\n      Bizzingo, Inc.\n\n\n\n\n\nJoseph Theismann\n\nDouglas Toth President\n\n8\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n   SCHEDULE A  (Attached to and made a part of the Celebrity Endorsement Agreement  dated March 14, 2012 by and between Bizzingo, Inc. and  Joseph Theismann)     I  Background     Bizzingo expects to populate its Network with Activated Users (as defined herein) through two distinct methods.     Method 1.  (a). Bizzingo will acquire basic business information for a prospective user of the Network, which will include all or part of the following; business  name and address, telephone number, email address or website. This basic business information will be acquired through (i) arrangements with  specific groups, clubs, networks, or associations, such as Chambers of Commerce, Universities, or trade organization, to acquire member  information, or (ii) through purchase or license arrangements with content providers. In either case, once Bizzingo obtains information for a  specific user, it will use that information to create or seed a separate user profile in its database for that prospective user (\"Seeded Profile\"). As of  the date of this Agreement, Bizzingo has arrangements with content providers and associations to provide the basic business information for over  6,000,000 prospective users which will be seeded by Bizzingo. For clarification purposes, at this point in the process, a Seeded Profile is not an  \"Activated User.\"     (b). In order to activate a Seeded Profile, Bizzingo will contact a prospective user informing them of the existence of their Seeded Profile on the  Network, and the prospective user is then required to: (i) search and locate the Bizzingo database for its Seeded Profile and (ii) claim the Seeded  Profile by editing or adding content to the Seeded Profile. Once the steps set forth in the immediately preceding sentence has been completed by a  user, that user will be deemed to be an \"Activated User\" and the Network will identify that user as an Activated User.     Method 2. A prospective user independently (from Method 1) may create its own user profile on the Network. This user will be deemed an  Activated User and the Network will identify that user as an \"Activated User.\"     II  Royalty and Initial Bonus     1. Royalty. The Royalty payable under the Agreement shall be in the form of one (1) common stock purchase warrant of Bizzingo (as further  described herein) for each Activated User (as defined above) that occurs during a Royalty Period determined on the last day of each Royalty  Period during the Term. 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. Each common stock purchase warrant shall enable Theismann to acquire one (1) share of  common stock of Bizzingo at an exercise price of $0.15 per share during a term of five (5) years from the end of the applicable Royalty Period. The  form of the warrant is attached hereto as Schedule A-l and shall be referred to as the \"Royalty Warrant.\"\n\n\n\n9\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n   2. Initial Bonus. Concurrent with the execution hereof, Bizzingo will issue Theismann, as a one time bonus, a common stock purchase warrant to  purchase 1,000,000 shares of common stock of Bizzingo at a purchase price of $0.15 per share during a term of five (5) years. The form of warrant is  attached hereto as Schedule A-II and shall be referred to as the \"Bonus Warrant.\"     3. Restrictive Legend. The restricted legend for purposes of any certificate representing the Royalty Warrant and Bonus Warrant, and the stock  certificate for shares underlying the Royalty Warrant or Bonus Warrant is as follows:\n\n\n\nThe securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended (the \"Act\") or  any state securities law. These shares have been acquired for investment and may not be offered for sale, hypothecated, sold or transferred, nor  will any assignee or transferee thereof be recognized by the Company as having any interest in such shares, in the absence of(i) an effective  registration statement with respect to the shares under the Act, and any other applicable state law, or (ii) an opinion of counsel satisfactory to  the Company that such shares will be offered for sale, hypothecated, sold or transferred only in a transaction which is exempt under or is  otherwise in compliance with the applicable securities laws.     ***\n\n10\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012\n\n\n\n\n\n\n\n\n\nSource: BIZZINGO, INC., 8-K, 3/22/2012"}]}, {"title": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "STRATEGIC ALLIANCE AGREEMENT", "answer_start": 89315}], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "PHOENIX LIFE INSURANCE COMPANY", "answer_start": 241}, {"text": "together with PHLVIC and PLIC,  the \"PHL Parties\"", "answer_start": 376}, {"text": "INVESTORS CAPITAL CORPORATION", "answer_start": 432}, {"text": "PEPCO", "answer_start": 364}, {"text": "PHL VARIABLE INSURANCE COMPANY", "answer_start": 198}, {"text": "together with PHLVIC, \"PHL Variable\"", "answer_start": 287}, {"text": "ICC", "answer_start": 464}, {"text": "PLIC", "answer_start": 275}, {"text": "PHLVIC", "answer_start": 231}, {"text": "PHOENIX EQUITY PLANNING CORPORATION", "answer_start": 326}], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": true}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "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\").", "answer_start": 9445}], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 85089}], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [{"text": "During the term hereof and for a period of two years following termination, none of the PHL Parties, any of  their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, shall, without the prior  written approval of ICC, knowingly and intentionally market any", "answer_start": 35813}, {"text": "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.", "answer_start": 36179}], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": false}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [{"text": "During the term hereof and for a period of two years following termination, ICC, any of  their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:\n\n\n\n8.07.1.1 knowingly and intentionally interfere in any way with the contractual relationships existing between or  among any of the PHL Parties or their Affiliates (as the case may be), on the one hand, and any officer,  director, employee, agent, or other representative of any of the PHL Parties or their Affiliates assigned  to assist the Parties or their Affiliates in connection with the negotiation and implementation of the GIE and any Transaction Document, or the sales and marketing of the GIE (\"PHL GIE Persons\"), on the  other;\n\n  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\n\n  8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE  Persons.", "answer_start": 39576}], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": false}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "This Agreement may be terminated by either the PHL Parties, on the one hand, or ICC, on the other,  with respect to Certificates that have not been issued as of the effective date of termination in the following manner:", "answer_start": 75932}, {"text": "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.", "answer_start": 76165}], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [{"text": "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.  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).", "answer_start": 79674}], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 79674}], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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 Trademark License Terms, each of the PHL Parties or its Affiliates, as  applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties  and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents.", "answer_start": 43977}], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 99216}], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "Each PHL Party acknowledges that neither ICAS nor any of its Affiliates shall be  deemed to have guaranteed the profitability of the GIE or any volume of sales, and no indemnification shall arise in  connection with profitability of the GIE or volume of sales.", "answer_start": 65926}, {"text": "Each Investors Capital  Party acknowledges that none of the PHL Parties or their Affiliates shall be deemed to have guaranteed the  profitability of the GIE or any volume of sales, and no indemnification shall arise based on an assertion of such a  guarantee of profitability of the GIE or volume of sales.", "answer_start": 61730}, {"text": "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.", "answer_start": 100084}], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [{"text": "Licensee hereby acknowledges the validity of Licensor's Trademarks and Licensor's exclusive right, title and  interest in and to the Trademarks.", "answer_start": 95400}], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "STRATEGIC ALLIANCE AGREEMENT\n\nThis agreement (\"Agreement\"), is entered into as of the date on which the Registration Statement is declared effective by the SEC (the  \"Effective Date\"), by and among PHL VARIABLE INSURANCE COMPANY (\"PHLVIC\"), PHOENIX LIFE INSURANCE COMPANY, (\"PLIC\"  and, together with PHLVIC, \"PHL Variable\"), PHOENIX EQUITY PLANNING CORPORATION (\"PEPCO\" and, together with PHLVIC and PLIC,  the \"PHL Parties\"), and INVESTORS CAPITAL CORPORATION (\"ICC\"). Except as otherwise defined, capitalized terms used herein shall have  the meanings given to them in Section 1 Definitions, below.\n\nRECITALS\n\nA. PHL Variable will offer to issue the GIE to ICC Customers.\n\nB. ICC is a broker dealer that is registered under the 1934 Act and with FINRA and an investment adviser that is registered with the  SEC under the Advisers Act and doing business as an investment adviser as Investors Capital Advisory Services (\"ICAS\").\n\nC. ICAS has established certain asset allocation Models that are eligible for use with the GIE, and in the future may establish other  Models that become eligible for use with the GIE.\n\nD. ICC and the Phoenix Parties have previously entered into a Selling Agreement, effective as of December 1, 2002 and the addition of  GIE to the Selling Agreement effective as of the Effective Date, pursuant to which ICC will solicit sales of the GIE to ICC Customers.\n\nE. The Parties desire to set forth herein certain of their respective duties and obligations in connection with the GIE, all upon the terms  and subject to the conditions more fully set forth below.\n\nNOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and obligations hereinafter set forth, and for  other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally  bound, agree as follows:\n\nSECTION 1 DEFINITIONS\n\n\n\n\n\n\n\n   - 1 -\n\n  1.01 1933 Act. The Securities Act of 1933, as amended.    1.02 1934 Act. The Securities Exchange Act of 1934, as amended.\n\n  1.03 Advisers Act. The Investment Advisers Act of 1940, as amended.\n\n  1.04 Affiliate. With respect to a person, any other person controlling, controlled by, or under common control with, such person.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   - 2 -\n\n  1.05 Agreement. The term shall have the meaning set forth in the introductory paragraph of this Agreement.\n\n  1.06 Application. The application, enrollment form, or similar form approved for use by PHL Variable by which an ICC Customer  applies for a GIE.\n\n\n\n1.07 Books and Records. All books and records maintained or required by applicable Law to be maintained by each of the Parties  hereto in connection with the Transaction Documents and the GIE, including to the extent any of the following exist: (i) hard  copy and microfiche records; (ii) all paper files; (iii) all electronic images; (iv) all computer data files; and (v) any and all records  in other forms.\n\n  1.08 Business Day. A day when the New York Stock Exchange is open for business.\n\n  1.09 Certificate. The certificate of insurance issued by PHL Variable to an ICC Customer pursuant to the Master Group Annuity  Contract.\n\n  1.10 Certificate Owner. The person or entity that is the owner of a Certificate.\n\n  1.11 Change of Control. The term shall have the meaning set forth in Section 16.01.2.\n\n  1.12 Confidential Information. The term shall have the meaning set forth in Section 11.03.1\n\n  1.13 Customer Complaint. The term shall have the meaning set forth in Section 11.04.\n\n  1.14 Determination. The term shall have the meaning set forth in Section 12.02.1.6.\n\n  1.15 ICC. The term shall have the meaning set forth in the introductory paragraph of this Agreement.\n\n  1.16 Effective Date. The date set forth in the introductory paragraph of this Agreement.\n\n  1.17 Fee Increase Notice Date. The term shall have the meaning set forth in Section 8.08.1.\n\n  1.18 Governmental Entity. Any domestic, federal or State, court, governmental or regulatory authority or agency, including State  insurance and State securities regulators.\n\n  1.19 GIE. The Master Group Annuity Contracts and each Certificate issued by PHL Variable and registered on Form S-1 under the  1933 Act with the SEC under File No. 333-XXXXXX as in effect on the Effective Date, including any riders, endorsements or  amendments to the Master Group Annuity Contracts or the Certificates, and each Application.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   - 3 -\n\n  1.20 GIE Fees. The fees due to either PHLVIC or PLIC, as applicable, by a Certificate Owner under a Certificate for coverage under  such Certificate.\n\n  1.21 Investment Company Act. The Investment Company Act of 1940, as amended.\n\n  1.22 IRC. The Internal Revenue Code of 1986, as amended.\n\n  1.23 Law. Any law, rule, regulation, order or written interpretation of any governmental body or self regulatory organization, and any  writ, judgment, injunction or court decree.\n\n  1.24 ICAS. A business unit of ICC which is an investment adviser that is registered with the SEC under the Advisers Act\n\n  1.25 ICC GIE Persons. The term shall have the meaning set forth in Section 8.07.1.\n\n  1.26 Investors Capital Indemnitees. The term shall have the meaning set forth in Section 12.01.\n\n  1.27 ICC. The term shall have the meaning set forth in the introductory paragraph of this Agreement.\n\n  1.28 ICC Licensed Marks. The term shall have the meaning set forth in Section 9.02.2.\n\n  1.29 Investors Capital Services. The term shall have the meaning set forth in Section 8.02.1.\n\n  1.30 License. The term shall have the meaning set forth in Section 9.02.2.\n\n  1.31 Licensee. The term shall have the meaning set forth in Section 9.02.4.\n\n  1.32 Licensor. The term shall have the meaning set forth in Section 9.02.4.\n\n  1.33 ICC Account. An account established by an ICC Customer that is invested in accordance with a Model managed by ICAS and  eligible for coverage under a GIE.\n\n  1.34 ICC Customer. A customer or client of ICC who has established an ICC Account.\n\n  1.35 Master Group Annuity Contracts. The Master Group Annuity Contracts entered into by and between PHLVIC and ICC or an  Affiliate, and by and between PLIC and ICC or an Affiliate\n\n  1.36 Memorandum of Understanding. The confidential Memorandum of Understanding, dated as of the Effective Date, entered into  by and among PHLVIC, PLIC and ICC.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   - 4 -\n\n  1.37 Models. The confidential and proprietary asset allocation models managed by ICAS more fully described in the Memorandum of  Understanding.\n\n  1.38 Nonpublic Personal Information. The term shall have the meaning set forth in Section 11.03.1\n\n  1.39 Parties. The term \"Parties\" refers to PHLVIC, PLIC, PEPCO, and ICC collectively and the term \"Party\" refers to each of them  individually.\n\n  1.40 PEPCO. The term shall have the meaning set forth in the introductory paragraph of this Agreement.\n\n  1.41 PHL GIE Persons. This term shall have the meaning set forth in Section 8.07.1\n\n  1.42 PHL Parties. The term shall have the meaning set forth in the introductory paragraph of this Agreement.\n\n  1.43 PHL Licensed Marks. This term shall have the meaning set forth in Section 9.02.3.\n\n  1.44 PHL Services. The term shall have the meaning set forth in Section 7.03.1.\n\n  1.45 PHL Variable. The term shall have the meaning set forth in the introductory paragraph of this Agreement.\n\n  1.46 PHLVIC. The term shall have the meaning set forth in the introductory paragraph of this Agreement.\n\n  1.47 PLIC. The term shall have the meaning set forth in the introductory paragraph of this Agreement.\n\n  1.48 Prospectus. The prospectus included within a Registration Statement, including supplements thereto filed under Rule 424 under  the 1933 Act, prepared by PHL Variable, from and after the date on which each shall have been filed.\n\n\n\n1.49 Registration Statement. At any time that this Agreement is in effect, each currently effective registration statement and each  currently effective post-effective amendment thereto filed with the SEC under the 1933 Act on Form S-1 or otherwise relating to  the GIE including the Prospectus and financial statements included in, and all exhibits to, such registration statement or post- effective amendment prepared by PHL Variable.\n\n  1.50 SEC. The United States Securities and Exchange Commission.\n\n  1.51 Selling Agreement. The Selling Agreement effective as of December 1, 2002 and the addition of GIE to the Selling Agreement  effective as of the Effective Date, by and among the Parties, as amended from time to time, pursuant to which ICC will solicit  sales of the GIE from ICC Customers.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nSECTION 2 TERM\n\nSECTION 3 REPRESENTATIONS AND WARRANTIES OF ICC   ICC hereby represents and warrants to the PHL Parties as follows:\n\n\n\n\n\n\n\n   - 5 -\n\n  1.52 State. Any state of the United States and the District of Columbia.\n\n  1.53 Term. The term shall have the meaning set forth in Section 2.\n\n  1.54 Territory. The Territory shall initially consist of all States, as may be changed from time to time by the written agreement of the  Parties.\n\n  1.55 Trademark Consent. The term shall have the meaning set forth in Section 10.02.1.\n\n  1.56 Trademark License Terms. The term shall have the meaning set forth in Section 10.02.2.\n\n  1.57 Transaction Documents. The term shall mean this Agreement, the Memorandum of Understanding, and the GIE.\n\n  2.01 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\").\n\n  3.01 Organization. ICC is a corporation duly incorporated and validly existing under the laws of the State of Massachusetts.\n\n  3.02 Power and Authority. ICC has the requisite power and authority under its articles of incorporation and by-laws to enter into and  perform its duties and obligations under the Transaction Documents to which it is a party.\n\n\n\n3.03 Corporate Action. All requisite actions have been taken to authorize ICC to enter into and perform its duties and obligations set  forth in the Transaction Documents to which it is a party and to execute and deliver the Transaction Documents to which it is a  party and, when so executed and delivered, the Transaction Documents to which it is a party shall constitute the valid and  binding obligations of ICC enforceable against it in accordance with its terms.\n\n\n\n3.04 Non-Contravention. ICC has duly executed and delivered this Agreement and neither such execution and delivery nor the  performance by ICC of any of its obligations under the Transaction Documents to which it is a party will (i) violate any  provision of its articles of incorporation or by-laws (ii) result in a violation or breach of, or constitute a default or an event of  default under, any indenture, mortgage, bond or other contract, license, agreement, permit, instrument or other commitment or  obligation to which it is a party or by which it is bound or (iii) materially violate any Law applicable to it or its business.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nSECTION 4 REPRESENTATIONS AND WARRANTIES OF PHLVIC   PHLVIC hereby represents and warrants to the ICC as follows:\n\n   - 6 -\n\n\n\n3.05 Licenses and Permits. As of the Effective Date, ICC on its behalf and on behalf of ICAS has, and during the term of this  Agreement shall use reasonable efforts to maintain, all material licenses, permits, registrations, authorizations, orders, consents,  and other approvals by each Government Entity necessary or advisable for the performance of its obligations under the  Transaction Documents to which it is a party.\n\n  3.06 Compliance with Law. As of the Effective Date, ICC shall use reasonable efforts to conduct and will continue to conduct  business operations in connection with performance of its duties and obligations under the Transaction Documents to which it  is a party in compliance in all material respects with applicable Law.\n\n  3.07 Equipment, Facilities and Staff. ICC has the equipment, facilities, systems, staff and other assets necessary to perform its  duties and obligations under the Transaction Documents to which it is a party.\n\n  3.08 Pending Litigation and Actions. ICC is not subject to any current or pending litigation or any pending regulatory actions that  would materially impair its ability to carry out its duties and obligations under the Transaction Documents to which it is a party.\n\n\n\n3.09 Registration Statement and Prospectus. All information about ICC and ICAS that ICC has provided to PHL Variable for use in  the Registration Statement did not, on the effective date of the Registration Statement, contain any untrue statement of a  material fact or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances  under which they were made. ICC shall promptly notify PHLVIC in the event ICC believes the representations and warranties in  this Section 3.09 are no longer true in any material respect (it being understood that no representation is made with respect to  information about the PHL Parties or the GIE).\n\n  3.10 Master Group Annuity Contracts. ICC shall cause itself or an Affiliate to enter into the Master Group Annuity Contracts by  and between PHLVIC and ICC or an Affiliate, and by and between PLIC and ICC or an Affiliate\n\n  3.11 Form ADV, Part II, Sch. H. Schedule H of Part II of ICAS' Form ADV relating to the Models is in compliance with Rule 204-3(f)  under the Advisers Act and the requirements of Schedule H of Part II of Form ADV. ICC shall promptly notify each of the PHL  Parties if there are any material changes to the Form ADV, Part II, Schedule H relating to the Models.\n\n  4.01 Organization. PHLVIC is a corporation duly incorporated and validly existing under the laws of the State of Connecticut.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   - 7 -\n\n  4.02 Power and Authority. PHLVIC has the requisite power and authority under its articles of incorporation and by-laws to enter into  and perform its duties and obligations under the Transaction Documents to which it is a party.\n\n\n\n4.03 Corporate Action. All requisite actions have been taken to authorize PHLVIC to enter into and perform its duties and  obligations set forth in the Transaction Documents to which it is a party and to execute and deliver the Transaction Documents  to which it is a party and, when so executed and delivered, the Transaction Documents to which it is a party shall constitute the  valid and binding obligation of PHLVIC enforceable against it in accordance with its terms.\n\n\n\n4.04 Non-Contravention. PHLVIC has duly executed and delivered this Agreement and neither such execution and delivery nor the  performance by PHLVIC of any of its obligations under the Transaction Documents to which it is a party will (i) violate any  provision of its articles of incorporation or by-laws (ii) result in a violation or breach of, or constitute a default or an event of  default under, any indenture, mortgage, bond or other contract, license, agreement, permit, instrument or other commitment or  obligation to which it is a party or by which it is bound or (iii) materially violate any Law applicable to it or its business.\n\n\n\n4.05 Licenses and Permits. As of the Effective Date, PHLVIC has, and during the term of this Agreement shall use reasonable  efforts to maintain all material licenses, permits, registrations, authorizations, orders, consents, and other approvals by each  Government Entity necessary or advisable for the performance of its obligations under the Transaction Documents to which it  is a party.\n\n  4.06 Compliance with Law. As of the Effective Date, PHLVIC shall use reasonable efforts to conduct and will continue to conduct  business operations in connection with performance of its duties and obligations under the Transaction Documents to which it  is a party in compliance in all material respects with applicable Law.\n\n  4.07 Equipment, Facilities and Staff. PHLVIC has the equipment, facilities, systems, staff and assets necessary to perform its duties  and obligations under the Transaction Documents to which it is a party.\n\n  4.08 Pending Litigation and Actions. PHLVIC is not subject to any current or pending litigation or regulatory actions that would  materially impair its ability to carry out its duties and obligations under the Transaction Documents to which it is a party.\n\n\n\n4.09 Registration Statement and Prospectus. The Registration Statement, on the date of which it was declared effective, did not  contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not  misleading in light of the circumstances under which they were made (it being understood that no representation is made with  respect to information about ICAS or ICC provided by ICAS or ICC in writing to PHL Variable). All statements in the  Registration Statement, on the date of which it was declared\n\n\n\n\n\n\n\n\n\n   - 8 -\n\n\n\neffective, relating to taxation and tax effects are true in all material respects. The Prospectus or other information contained in  the Registration Statement, when disseminated or used after the effective date of the Registration Statement, shall not contain  any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading in  light of the circumstances under which they were made (it being understood that no representation is made with respect to  information about ICAS or ICC provided by ICAS or ICC in writing to PHL Variable). PHLVIC shall immediately notify ICC in the  event PHLVIC believes or has reason to believe that the representations and warranties in this paragraph are no longer true or  completely accurate.\n\n\n\n4.10 Tax Matters. It is more likely than not that: (1) PHLVIC will not be treated as the owner of the assets in an ICC Account for  federal income tax purposes; (2) the GIE, including each Certificate, will be treated as an annuity contract for federal income tax  purposes; however, if the value of an ICC Account happens to be greater than zero when an Owner's life expectancy is less  than one year (which will only occur at extremely advanced ages), it is possible that the Policy could be treated as no longer  constituting an annuity contract for Federal tax purposes from that point on; (3) for all Certificate Holders on the date of GIE  issuance and during the entire period during which the GIE and each Certificate is in effect, losses with respect to the ICC  Account will be deductible under Section 165(a) of the IRC notwithstanding the existence of the GIE' conditional guarantee of  annual lifetime income payments in the event that the value of the assets in an ICC Account decreases to zero; (4) for all  Certificate Owners on the date of GIE issuance and during the entire period during which the GIE and each Certificate is in  effect, dividends on stock held in an ICC Account otherwise meeting the requirements of Section 1(h)(11) of the IRC will  constitute qualified dividend income notwithstanding the existence of a GIE and its conditional guarantee of annual lifetime  income payments in the event the value of the assets in the ICC Account decreases to zero; and (5) for each Certificate Owner  on the date of Certificate issuance and during the entire period during which the GIE and each Certificate is in effect, the  Certificate and assets in the ICC Account subject thereto will not be treated as a straddle under Section 1092 of the IRC.\n\n\n\n4.11 Ownership of GIE; No Claims Relating to GIE. 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. For the purposes of this Section, intellectual property  includes GIE forms, specimen forms, the features of the GIE, materials filed by any of the PHL Parties with State insurance  regulators, and any other forms prepared by any of the PHL Parties or any of their Affiliates in connection with the GIE. There  are no claims, actions, suits, investigations or proceedings (arbitration or otherwise) pending against, or to the knowledge of  PHLVIC, threatened against or affecting, all or any part of the GIE\n\n\n\n\n\nSECTION 5 REPRESENTATIONS AND WARRANTIES OF PLIC   PLIC hereby represents and warrants to the ICC as follows:\n\n\n\n\n\n\n\n\n\n\n\n\n\n   - 9 -\n\n  or to the transactions contemplated by any of the Transaction Documents. To the knowledge of PHLVIC, there are no facts that  could reasonably serve as a basis for such claim, action, suit, investigation or proceeding. The use and issuance of the GIE  does not and will not infringe, misappropriate, violate or dilute any intellectual property rights of any person.\n\n  5.01 Organization. PLIC is a corporation duly incorporated and validly existing under the laws of the State of New York.\n\n  5.02 Power and Authority. PLIC has the requisite power and authority under its articles of incorporation and by-laws to enter into  and perform its duties and obligations under the Transaction Documents to which it is a party.\n\n\n\n5.03 Corporate Action. All requisite actions have been taken to authorize PLIC to enter into and perform its duties and obligations  set forth in the Transaction Documents to which it is a party and to execute and deliver the Transaction Documents to which it  is a party and, when so executed and delivered, the Transaction Documents to which it is a party shall constitute the valid and  binding obligation of PLIC enforceable against it in accordance with its terms.\n\n\n\n5.04 Non-Contravention. PLIC has duly executed and delivered this Agreement and neither such execution and delivery nor the  performance by PLIC of any of its obligations under the Transaction Documents to which it is a party will (i) violate any  provision of its articles of incorporation or by-laws (ii) result in a violation or breach of, or constitute a default or an event of  default under, any indenture, mortgage, bond or other contract, license, agreement, permit, instrument or other commitment or  obligation to which it is a party or by which it is bound or (iii) materially violate any Law applicable to it or its business.\n\n  5.05 Licenses and Permits. As of the Effective Date, PLIC has, and during the term of this Agreement shall use reasonable efforts to  maintain all material licenses, permits, registrations, authorizations, orders, consents, and other approvals by each Government  Entity necessary or advisable for the performance of its obligations under the Transaction Documents to which it is a party.\n\n  5.06 Compliance with Law. As of the Effective Date, PLIC shall use reasonable efforts to conduct and will continue to conduct  business operations in connection with performance of its duties and obligations under the Transaction Documents to which it  is a party in compliance in all material respects with applicable Law.\n\n  5.07 Equipment, Facilities and Staff. PLIC has the equipment, facilities, systems, staff and assets necessary to perform its duties and  obligations under the Transaction Documents to which it is a party.\n\n\n\n\n\n\n\n\n\n\n\n   - 10 -\n\n  5.08 Pending Litigation and Actions. PLIC is not subject to any current or pending litigation or regulatory actions that would  materially impair its ability to carry out its duties and obligations under the Transaction Documents to which it is a party.\n\n\n\n5.09 Registration Statement and Prospectus. The Registration Statement, on the date of which it was declared effective, did not  contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not  misleading in light of the circumstances under which they were made (it being understood that no representation is made with  respect to information about ICAS or ICC provided by ICAS in writing to PHL Variable). All statements in the Registration  Statement, on the date of which it was declared effective, relating to taxation and tax effects are true in all material respects. The  Prospectus or other information contained in the Registration Statement, when disseminated or used after the effective date of  the Registration Statement, shall not contain any untrue statement of a material fact or omit to state a material fact necessary to  make the statements therein not misleading in light of the circumstances under which they were made (it being understood that  no representation is made with respect to information about ICAS or ICC provided by ICAS or ICC in writing to PHL Variable).  PLIC shall immediately notify ICC in the event PLIC believes or has reason to believe that the representations and warranties in  this paragraph are no longer true or completely accurate.\n\n\n\n5.10 Tax Matters. It is more likely than not that: (1) PLIC will not be treated as the owner of the assets in an ICC Account for federal  income tax purposes; (2) the GIE, including each Certificate, will be treated as an annuity contract for federal income tax  purposes; (3) for all Certificate Holders on the date of GIE issuance and during the entire period during which the GIE and each  Certificate is in effect, losses with respect to the ICC Account will be deductible under Section 165(a) of the IRC  notwithstanding the existence of the GIE' conditional guarantee of annual lifetime income payments in the event that the value  of the assets in an ICC Account decreases to zero; (4) for all Certificate Owners on the date of GIE issuance and during the  entire period during which the GIE and each Certificate is in effect, dividends on stock held in an ICC Account otherwise  meeting the requirements of Section 1(h)(11) of the IRC will constitute qualified dividend income notwithstanding the existence  of a GIE and its conditional guarantee of annual lifetime income payments in the event the value of the assets in the ICC  Account decreases to zero; and (5) for each Certificate Owners on the date of Certificate issuance and during the entire period  during which the GIE and each Certificate is in effect, the Certificate and assets in the ICC Account subject thereto will not be  treated as a straddle under Section 1092 of the IRC.\n\n\n\n5.11 Ownership of GIE; No Claims Relating to GIE. Except as set forth in Section 11.01, PLIC 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. For the purposes of this\n\n\n\n\n\nSECTION 6 REPRESENTATIONS AND WARRANTIES OF PEPCO   PEPCO hereby represents and warrants to the ICC as follows:\n\n\n\n\n\n\n\n\n\n\n\n   - 11 -\n\n\n\nSection, intellectual property includes GIE forms, specimen forms, the features of the GIE, materials filed by any of the PHL  Parties with State insurance regulators, and any other forms prepared by any of the PHL Parties or any of their Affiliates in  connection with the GIE. There are no claims, actions, suits, investigations or proceedings (arbitration or otherwise) pending  against, or to the knowledge of PLIC, threatened against or affecting, all or any part of the GIE or to the transactions  contemplated by any of the Transaction Documents. To the knowledge of PLIC, there are no facts that could reasonably serve  as a basis for such claim, action, suit, investigation or proceeding. The use and issuance of the GIE does not and will not  infringe, misappropriate, violate or dilute any intellectual property rights of any person.\n\n  6.01 Organization. PEPCO is a corporation duly incorporated and validly existing under the laws of the State of Delaware.\n\n  6.02 Power and Authority. PEPCO has the requisite power and authority under its articles of incorporation and by-laws to enter into  and perform its duties and obligations under the Transaction Documents to which it is a party.\n\n\n\n6.03 Corporate Action. All requisite actions have been taken to authorize PEPCO to enter into and perform its duties and obligations  set forth in the Transaction Documents to which it is a party and to execute and deliver the Transaction Documents to which it  is a party and, when so executed and delivered, the Transaction Documents to which it is a party shall constitute the valid and  binding obligations of PEPCO enforceable against it in accordance with its terms.\n\n\n\n6.04 Non-Contravention. PEPCO has duly executed and delivered this Agreement and neither such execution and delivery nor the  performance by PEPCO of any of its obligations under the Transaction Documents to which it is a party will (i) violate any  provision of its articles of incorporation or by-laws (ii) result in a violation or breach of, or constitute a default or an event of  default under, any indenture, mortgage, bond or other contract, license, agreement, permit, instrument or other commitment or  obligation to which it is a party or by which it is bound or (iii) materially violate any Law applicable to it or its business.\n\n\n\n6.05 Licenses and Permits. As of the Effective Date, PEPCO has, and during the term of this Agreement shall use reasonable efforts  to maintain all material licenses, permits, registrations, authorizations, orders, consents, and other approvals by each  Government Entity necessary or advisable for the performance of its obligations under the Transaction Documents to which it  is a party.\n\n  6.06 Compliance with Law. As of the Effective Date, PEPCO shall use reasonable efforts to conduct and will continue to conduct  business operations in connection with performance of its duties and obligations under the Transaction Documents to which it  is a party in compliance in all material respects with applicable Law.\n\n\n\n\n\n\n\n\n\nSECTION 7 OBLIGATIONS OF THE PHL PARTIES\n\n\n\n   - 12 -\n\n  6.07 Equipment, Facilities and Staff. PEPCO has the equipment, facilities, systems, staff and assets necessary to perform its duties  and obligations under the Transaction Documents to which it is a party.\n\n  6.08 Pending Litigation and Actions. PEPCO is not subject to any current or pending litigation or regulatory actions that would  materially impair its ability to carry out its duties and obligations under the Transaction Documents to which it is a party.\n\n\n\n6.09 Registration Statement and Prospectus. The Registration Statement, on the date of which it was declared effective, did not  contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not  misleading in light of the circumstances under which they were made (it being understood that no representation is made with  respect to information about ICAS or ICC provided by ICAS or ICC in writing to PHL Variable). All statements in the  Registration Statement, on the date of which it was declared effective, relating to taxation and tax effects are true in all material  respects. The Prospectus or other information contained in the Registration Statement, when disseminated or used after the  effective date of the Registration Statement, shall not contain any untrue statement of a material fact or omit to state a material  fact necessary to make the statements therein not misleading in light of the circumstances under which they were made (it being  understood that no representation is made with respect to information about ICAS or ICC provided by ICAS or ICC in writing to  PHL Variable). PEPCO shall immediately notify ICC in the event PEPCO believes or has reason to believe that the  representations and warranties in this paragraph are no longer true or completely accurate.\n\n  7.01 Adequate Resources. Each of the PHL Parties shall devote commercially reasonable resources to ensure each of them and their  Affiliates, as applicable, can perform their respective duties and obligations under the Transaction Documents.\n\n\n\n7.02 GIE Filing and Approval. PHL Variable shall take all commercially reasonable efforts to (1) qualify the offer and sale of the GIE in  each jurisdiction within the Territory, and (2) obtain any approvals that are or may be required by any Governmental Entity to  permit or facilitate the offer and sale of the GIE in each such jurisdiction; provided however that neither PHL Variable nor any  other PHL Party shall be required to seek to qualify the offer and sale of the GIE or obtain any approvals to permit or facilitate  the offer or sale of the GIE in the State of New York or the State of Maine. Such actions shall include, as applicable, filing the  Registration Statement and using commercially reasonable efforts to maintain the effectiveness of the Registration Statement,  filing forms of the Master Group Annuity Contracts, Certificates, and Applications with Governmental Entities,\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   - 13 -\n\n  including State insurance departments, and filing or submitting such notices, requests, and other documents in furtherance of  the foregoing. One or more of the PHL Parties will immediately notify ICC if any Governmental Entity withdraws or modifies a  previously issued approval of the GIE.     7.03 Administrative Services.\n\n  7.03.1 PHL Services. During the Term, each of the PHL Parties, as applicable, shall use commercially reasonable efforts to  provide those administrative services set forth on Exhibit A (the \"PHL Services\").\n\n\n\n7.03.2 Standards for Services. In performing the PHL Services, each of the PHL Parties shall at all times (1) act in good  faith and with the care, skill, and diligence of a person experienced in providing services similar to the PHL Services;  (2) perform such services consistent with applicable Law, and (3) perform such services in a manner the Parties may  agree in writing from time to time.\n\n\n\n7.03.3 Subcontracting with Affiliates. 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.\n\n  7.04 Continuing Duties and Obligations. Nothing contained in the Transaction Documents shall relieve any of the PHL Parties from  their respective duties and obligations under any of the other Transaction Documents.\n\n\n\n7.05 Registrations and Licenses. Each of the PHL Parties shall maintain, and cause each of the directors, officers, employees, agents  and representatives of each of the PHL Parties or any Affiliate thereof to maintain all material registrations, licenses,  memberships, approvals, and consents necessary or desirable to carry out their respective obligations under any of the  Transaction Documents during the terms of the Transaction Documents, as applicable. PHL Variable shall promptly notify ICC  in writing upon the lapse, termination, non-renewal, suspension, revocation, or cancellation (without replacement) of any such  registration, license, membership, approval, order or consent.\n\n  7.05.1 Books and Records. Each of PHLVIC and PLIC shall maintain their respective Books and Records as required by  applicable Law.\n\n  7.06 Non-Solicitation. During the term hereof and for a period of two years following termination, none of the PHL Parties, any of  their Affiliates, or any of their respective officers, directors, employees, agents, or representatives, shall, without the prior  written approval of ICC, knowingly and intentionally market any\n\n\n\n\n\nSECTION 8 OBLIGATIONS OF ICC\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   - 14 -\n\n\n\nproducts 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. PHLVIC  and PLIC may communicate with Certificate Owners as is necessary to administer the Certificates or as required by applicable  Law.\n\n  8.01 Adequate Resources. ICC shall devote commercially reasonable resources to ensure it can perform its duties and obligations  under the Transaction Documents.\n\n  8.02 Administrative Services.\n\n  8.02.1 Investors Capital Services. During the Term, ICC shall use commercially reasonable efforts to provide those  administrative services set forth on Exhibit B (the \"Investors Capital Services\").\n\n\n\n8.02.2 Standards for Services. In performing the Investors Capital, ICC shall at all times (1) act in good faith and with the  care, skill, and diligence of a person experienced in providing services similar to the Investors Capital; (2) perform  such services consistent with applicable Law, and (3) perform such services in a manner the Parties may agree in  writing from time to time.\n\n\n\n8.02.3 Subcontracting with Affiliates. ICC may subcontract with one or more of their Affiliates for the performance of  some or all of the Investors Capital; provided, however, that no subcontract shall relieve e ICC from any of its  duties, obligations or liabilities under this Agreement and ICC shall remain responsible for all such duties,  obligations and liabilities, whether or not performed in whole or in part by a subcontractor.\n\n  8.03 Continuing Duties and Obligations. Nothing contained in the Transaction Documents shall relieve ICC from its respective  duties and obligations under any of the other Transaction Documents.\n\n\n\n8.04 Information to be Provided to the PHL Parties. ICC shall provide to the PHL Parties such information reasonably necessary to  describe ICAS and ICC in the Registration Statement and Prospectus. Such information shall not contain any untrue statement  of a material fact or omit to state a material fact necessary to make the statements provided not misleading in light of the  circumstances under which they were made (it being understood that no representation is made with respect to information  about the PHL Parties or the GIE).\n\n  8.05 Registrations and Licenses. ICC shall maintain, and cause each of the directors, officers, employees, agents and  representatives of ICC or any Affiliate thereof to maintain all material registrations, licenses, memberships, approvals, and  consents\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   - 15 -\n\n\n\nnecessary or desirable to carry out their respective obligations under this Agreement or the Master Group Annuity Contracts  during the terms of such agreements, as applicable. ICC shall promptly notify each of the PHL Parties in writing upon the lapse,  termination, non-renewal, suspension, revocation or cancellation (without replacement) of any such registration, license,  membership, approval, order or consent.     8.06 Books and Records. ICC shall maintain its Books and Records as required by applicable Law.\n\n  8.07 Proprietary Interests of the PHL Parties.\n\n  8.07.1 Interference with Contracts. During the term hereof and for a period of two years following termination, ICC, any of  their Affiliates, or any of their respective officers, directors, employees, agents, or representatives will:\n\n\n\n8.07.1.1 knowingly and intentionally interfere in any way with the contractual relationships existing between or  among any of the PHL Parties or their Affiliates (as the case may be), on the one hand, and any officer,  director, employee, agent, or other representative of any of the PHL Parties or their Affiliates assigned  to assist the Parties or their Affiliates in connection with the negotiation and implementation of the GIE and any Transaction Document, or the sales and marketing of the GIE (\"PHL GIE Persons\"), on the  other;\n\n  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\n\n  8.07.1.3 without the prior written consent of the PHL Parties, employ or otherwise contract with any PHL GIE  Persons.\n\n  8.08 ICAS Advisory Fees.\n\n\n\n8.08.1 Existing ICC Accounts. 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. If PHL Variable does not disapprove the proposed fee  increase within 10 days from the Fee Increase Notice Date, then such increase shall be deemed approved.\n\n  8.08.2 New ICC Accounts. During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers  in connection with\n\n\n\n\n\nSECTION 9 INTELLECTUAL PROPERTY RIGHTS.\n\n\n\n\n\n\n\n\n\n   - 16 -\n\n  any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not take effect for at  least 30 days from the Fee Increase Notice Date.\n\n\n\n9.01 Ownership of GIE. Notwithstanding anything to the contrary contained in any of the Transaction Documents, none of the PHL  Parties or any of their Affiliates shall own (1) any information about ICC or any of their Affiliates, whether contained or  referenced in the GIE, Prospectus, Registration Statement, or otherwise, (2) any of the Books or Records of any of ICC or any of  their Affiliates, or (3) any data or other information relating to an ICC Account or ICC Client.\n\n  9.02 Names, Logos, Trademarks, and Service Marks.\n\n  9.02.1 Prohibition. No Party shall use any of the names, trade names, trademarks, service marks and logos of another Party  without the prior written consent of such Party (the \"Trademark Consent\"). The provisions of Section 10.02 shall  apply in the event a Trademark Consent is given.\n\n\n\n9.02.2 ICC Licensed Marks. ICC or one of its Affiliates, as applicable, is the owner of all rights, title and interests in and to  the names, trade names, trademarks, service marks and logos specified in and attached to the Trademark Consent of  such Party or Affiliate (collectively, the \"ICC Licensed Marks\"). 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.  Each of the PHL Parties, on behalf of itself and any of its Affiliates, acknowledges that this Section 9.02.2, together  with the Trademark Consent and Trademark License Terms, constitute a complete grant of the rights within this  Section 9.02.2.\n\n\n\n9.02.3 PHL Variable Licensed Marks. Each of the PHL Parties or each of their Affiliates, as applicable, is the owner of all  rights, title and interests in and to the names, trade names, trademarks, service marks and logos specified in and  attached to the Trademark Consent of such Party or Affiliate (collectively, the \"PHL Licensed Marks\"). 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 Trademark License Terms, each of the PHL Parties or its Affiliates, as  applicable, shall grant to ICC and their Affiliates, as applicable, a non-exclusive\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   - 17 -\n\n\n\nlimited license (a \"License\") to use the PHL Licensed Marks solely in connection with the performance of the duties  and obligations of ICC and its Affiliates, as applicable, under the Transaction Documents. ICC, on behalf of itself  and any of its Affiliates, acknowledges that this Section 9.02.3 together with the Trademark Consent and Trademark  License Terms constitute a complete grant of the rights within this Section 9.02.3.\n\n  9.02.4 Definitions. Each Party granting a License is sometimes referred to as a \"Licensor\" and each recipient of the grant is  sometimes referred to as a \"Licensee.\"    9.02.5 Terms and Conditions\n\n  9.02.5.1 Termination. Subject to the restrictions set forth in this Section, each License shall terminate as  follows:\n\n\n\n9.02.5.1.1 In the event of a complete termination of this Agreement under Sections 15.01 and 15.02  as to all Certificates, the grant of all Licenses shall automatically terminate as of the  effective date of termination. In the event of such termination, ICC and its Affiliates shall  cease using the PHL Licensed Marks and each of the PHL Parties and their Affiliates  shall cease using the Investors Capital Licensed Marks.\n\n\n\n9.02.5.1.2 In the event of termination under Section 15.02.1 as to new business and during such  time as any Certificate remains in force and benefit payments thereunder have not  commenced, the grant of all Licenses shall continue only as necessary for the Parties to  carry out their respective duties and obligations under the Transaction Documents as  applicable. For the purposes of clarity, each Party acknowledges that the Licenses shall  not extend to sales and distribution of the GIE after the effective date of termination  pursuant to Section 15.02.1, and upon such termination, ICC and its Affiliates shall cease  using the PHL Licensed Marks and each PHL Party and their Affiliates shall cease using  the Investors Capital Licensed Marks in connection with the sales and distribution of the  GIE.\n\n\n\n9.02.5.1.3 In the event of termination under Section 15.02.1 as to new business and during such  time as the only Certificates remaining in force are those with respect to which benefit  payments have commenced, the grant of the License to the PHL Parties and their  Affiliates shall\n\n\n\n\n\n\n\n\n\n\n\n   - 18 -\n\n\n\ncontinue only as necessary to make benefit payments under such Certificates and only  until payment of the last benefit due is made under the last Certificate in force. In the  event of such termination, (1) the License granted to ICC and its Affiliates shall terminate  on the date on which the only remaining Certificates in force are those under which  benefit payments have commenced and thereafter ICC and its Affiliates shall cease using  all PHL Licensed Marks, and (2) the License granted to the PHL Parties and their  Affiliates, restricted as noted in this subsection, shall terminate on the date on which the  last benefit payment is made under the last Certificate in force and thereafter the PHL  Parties and their Affiliates shall cease using all Investors Capital Licensed Marks.\n\n  9.02.5.1.4 In the event of suspension under Section 15.02.2, the grant of all Licenses shall continue  only as necessary for the Parties to carry out their respective duties and obligations  under the Transaction Documents, as applicable.\n\n\n\n9.02.5.2 Pre-Use Approval of Trademark-Bearing Materials, Names and Logos. A Licensee shall obtain the  prior written consent of the Licensor for the use or public release by such Licensee of any materials  bearing the Licensor's licensed marks. With respect to the use of names or logos, none of the PHL  Parties or their Affiliates, as applicable, shall use in advertising or publicity the names of any of ICC or  its Affiliates, as applicable, or any symbol, abbreviation, contraction or simulation thereof or relating to  ICC or an ICC Account, without the prior written consent of ICC, as applicable. With respect to the  use of names or logos, ICC or its Affiliates, as applicable, shall not use in advertising or publicity the  names of any of the PHL Parties or their Affiliates, or any symbol, abbreviation, contraction or  simulation thereof, without the prior written consent of the PHL Parties, as applicable.\n\n\n\n9.02.5.3 Recall. A Licensor may revoke a Trademark Consent or the prior written consent provided pursuant to  Section 9.02.5(b) only in the event of a material change in circumstances or in the event of a breach by  a Licensee of Section 9.02, the Trademark Consent, and/or the Trademark License Terms. If the  Trademark Consent or such other consents are properly revoked, then Licensee shall cease using all  licensed marks affected by the revoked consent.\n\n\n\n\n\n\n\n\n\nSECTION 10 COMPENSATION AND EXPENSES\n\n\n\nSECTION 11 ADDITIONAL COVENANTS\n\n\n\n\n\n\n\n\n\n   - 19 -\n\n  9.02.5.4 Acknowledgment of Ownership. Each Licensee:\n\n\n\n9.02.5.4.1 acknowledges and stipulates that the Licensor's licensed marks are valid and enforceable  trademarks and/or service marks; and that such Licensee does not own the Licensor's  licensed marks and claims no rights therein other than as a Licensee under this  Agreement; and\n\n  9.02.5.4.2 shall not alter the Licensor's licensed marks in any respect but shall use them only in the  manner in which they are depicted in the Trademark Consent, as may be amended from  time to time by Licensor.\n\n\n\n10.01 Compensation. ICC and its Affiliates shall not be entitled to payment or other compensation of any kind or character from any  of the PHL Parties or their Affiliates, and none of the PHL Parties or their Affiliates shall be entitled to payment or other  compensation of any kind or character from ICC or its Affiliates, for performing their respective duties and obligations under  any of the Transaction Documents. ICC acknowledges that (1) ICC and its Affiliates may benefit from sale of the GIE, and (2)  such benefits constitute good and valuable consideration under this Agreement. The Parties acknowledge that the grant of  Licenses pursuant to Section 9.02 also constitutes good and valuable consideration.\n\n  10.02 Expenses. Each Party shall be obligated to pay all costs and expenses it incurs in connection with developing and implementing  the GIE and incident to preparing for, entering into and carrying out this each of the Transaction Documents, as applicable, and  the transactions contemplated therein.\n\n  11.01 Compliance with Applicable Law.\n\n  11.01.1 Each Party shall perform, and shall cause each of its respective Affiliates, as applicable, to perform, their respective  duties and obligations under the Transaction Documents in compliance in all material respects with applicable Law.\n\n  11.02 Confidentiality.    11.02.1 Definition.\n\n\n\n11.02.1.1 \"Confidential Information\" means information obtained from a Party (i) in connection with the  development of or performance of any of the Transaction Documents; (ii) concerning customers of the  Parties or customers of their Affiliates, including their identities, addresses, and telephone numbers;  (iii) as to a Party's or its Affiliate's business methods, operations, or affairs, or the\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   - 20 -\n\n  processes and systems used in the operation of its or its Affiliate's business; (iv) concerning the  Parties and their Affiliates that is identified as confidential by a Party; or (v) required to be treated as  confidential under applicable Law.\n\n\n\n11.02.1.2 \"Confidential Information\" does not include (i) information now available in the public domain or that  in the future enters the public domain through no fault of the receiving Party; (ii) information disclosed  to the receiving Party by a third party without violation by such third party of an independent  obligation of confidentiality; (iii) information that is independently developed by or for a Party or its  Affiliate in the ordinary course of business outside of any of the Transaction Documents; or (iv)  information whose disclosure by the receiving Party is consented to in writing by the disclosing Party.\n\n  11.02.2 Obligation to Keep Confidential. The receiving Party shall:\n\n\n\n11.02.2.1 hold, and ensure that its Affiliates and the respective officers, directors, employees, agents, and  representatives of the receiving Party and its Affiliates hold, the Confidential Information in strict  confidence according to standards the receiving Party utilizes for confidential information of a similar  nature;\n\n\n\n11.02.2.2 not copy, reproduce, sell, assign, license, market, transfer, or otherwise dispose of, give, or disclose  such Confidential Information to unaffiliated third persons or to the respective officers, directors,  employees, agents, and representatives of the receiving Party and its Affiliates who have not agreed in  writing to be bound by such obligations except as required by Law;\n\n  11.02.2.3 not use the Confidential Information for any purposes whatsoever other than the performance of the  duties and obligations of the receiving Party or its Affiliates, as applicable, under the Transaction  Documents; and\n\n\n\n11.02.2.4 notify its Affiliates and the respective officers, directors, employees, agents, and representatives of  the receiving Party and its Affiliates who may be exposed to such Confidential Information of their  obligations to keep such information confidential and not to disclose or use such information except  as expressly provided herein.\n\n  11.02.3 Notice of Disclosure. In the event the receiving Party is requested to disclose all or any part of the Confidential  Information under the terms of a valid subpoena or order issued by a court of competent jurisdiction or\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   - 21 -\n\n\n\nother Governmental Entity, the receiving Party shall promptly notify the disclosing Party promptly of such request  and shall provide the disclosing Party with reasonable opportunity to obtain and reasonable assistance in obtaining  a protective order or similar remedy, provided that no such notice shall be required if such notice is prohibited by  Law or if the Governmental Entity requesting such information has requested that the request not be disclosed.\n\n  11.02.4 Internal Controls, Policies and Procedures. The Parties shall establish and maintain appropriate policies,  procedures and internal controls to comply with this Section 11.\n\n  11.03 Nonpublic Personal Information.\n\n\n\n11.03.1 Confidentiality of Nonpublic Personal Information. The Parties each acknowledge they may come into possession  of nonpublic personal information regarding \"customers\" or \"consumers\" of the other Party, as those terms are  defined in Regulation S-P as enacted by the SEC and in other applicable Laws relating to privacy of nonpublic  personal information (collectively, \"Nonpublic Personal Information.\"). No Party shall (1) share any Nonpublic  Personal Information with any person except as permitted by the privacy notices such Party has provided to its  consumers and customers in accordance with applicable Laws; (2) share any Nonpublic Personal Information with  any unaffiliated third person regardless of whether such sharing is permitted by such Party's privacy notices; and  (3) share any Nonpublic Personal Information with any Affiliate unless such sharing is necessary for performance  of that Party's duties and obligations under this Agreement, the Sales and General Agency Agreement, or the  Memorandum of Understanding.\n\n\n\n11.03.2 Internal Controls, Policies and Procedures. Each Party shall establish and maintain written policies, procedures  and internal controls that establish adequate administrative, technical, and physical safeguards for the protection of  customer records and information as required by Rule 30 under Regulation S-P or applicable Law. Each Party  represents and warrants that its respective policies, procedures and internal controls are reasonably designed to (1)  ensure the security and confidentiality of Nonpublic Personal Information, (2) protect against anticipated threats or  hazards to the security and integrity of Nonpublic Personal Information, and (3) protect against unauthorized  access to or use of Nonpublic Personal Information.\n\n\n\n11.04 Duty to Notify; Cooperation. Each Party shall promptly notify the others of the following of which any of them has received  notice or has otherwise become aware: (1) any violation of Law by the personnel of such Party that would materially impact on  the ability of that Party or its Affiliates, as applicable, to perform their respective duties and obligations under any of the  Transaction\n\n\n\n\n\n\n\n\n\nSECTION 12 INDEMNIFICATION\n\n\n\n\n\n\n\n   22\n\n\n\nDocuments, as applicable, (2) any violation of Law that relates in any way to the GIE; (3) any complaint or allegation by a GIE  Certificate Owner relating in any way to the GIE (each, a \"Customer Complaint\"); and (4) any examination, investigation,  allegation, proceeding, or action by a Governmental Entity, including a court, federal or State securities regulators, State  insurance regulators, and State attorney general, related to any of the Transaction Documents provided that no such notice  shall be required if such notice is prohibited by Law or if the Governmental Entity requesting such information has requested  that the request not be disclosed.\n\n\n\n11.04.1 Customer Complaints. The Parties shall cooperate with each other in resolving each Customer Complaint. Any  proposed response by a Party to a Customer Complaint shall be sent to the other Parties not less than five (5)  Business Days prior to the response being sent to any person, including the Certificate Owner or any Governmental  Entity, provided, however, that if a more prompt response is required, the Parties shall send to the other Parties the  proposed response as soon as practicable under the circumstances but in no event shall any Party submit such  response to another person without providing the other Party with prior written notice of and a copy of the  response.\n\n  11.04.2 Examinations, Investigations and Proceedings. The Parties shall cooperate with each other in connection with any  matter described under Section 11.04 as set forth above.\n\n  12.01 Indemnification by the PHL Parties.\n\n\n\n12.01.1 Indemnification. Each of the PHL Parties shall, jointly and severally, indemnify and hold harmless ICC, its Affiliates,  and each of their respective officers, directors, employees, representatives, successors and permitted assigns  (collectively, the \"Investors Capital Indemnitees\"), from and against any and all losses, claims, damages, liabilities,  judgments, costs and expenses, including reasonable attorney fees and costs of investigation (collectively, \"Loss\"  or \"Losses\"), to which any Investor Capital Indemnitee may become subject, relating to or arising from any of the  following:\n\n  12.01.1.1 a material breach by any of the PHL Parties, any of their Affiliates, or any their respective officers, directors,  employees, agents, representatives, successors or permitted assigns of any provision of any of the Transaction  Documents to which they are a party;\n\n  12.01.1.2 a material violation of applicable Law by any of the PHL Parties, any of their Affiliates, or any their  respective officers,\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   - 23 -\n\n\n\ndirectors, employees, agents, representatives, successors or permitted assigns relating to or arising  from any of the Transaction Documents to which they are a party; provided, however, that none of the  PHL Parties shall owe indemnification for Losses related to a material violation of Law arising out of or  based upon reliance by any of the PHL Parties or any of its Affiliates upon information about ICC or  any Affiliate thereof provided by ICC in writing to a PHL Party;     12.01.1.3 the GIE, including its issuance and administration and any benefit payments due under the GIE;\n\n  12.01.1.4 any and all documents relating to or arising from the GIE that are drafted by, or are reviewed and  approved by, any of the PHL Parties or any Affiliate thereof, including the Registration Statement,  correspondence with Certificate Owners, and filings with Governmental Entities; or\n\n  12.01.1.5 any claim for infringement of intellectual property rights by an unaffiliated third party in connection  with any product that is similar to or resembles all or any part of the GIE.\n\n\n\n12.01.2 Limitation. Indemnification pursuant to this Section 12.01 shall be in addition to any liability that any of the PHL  Parties may otherwise have. Notwithstanding anything to the contrary set forth in this Section, no Investor Capital  Indemnitee shall be entitled to indemnification pursuant to this Section to the extent that (a) Losses are attributable  to acts, omissions or conduct of any Investor Capital Indemnitee that constitute willful misconduct, gross  negligence, bad faith, or recklessness (other than any of the PHL Parties, any of their Affiliates, or any their  respective officers, directors, employees, agents, representatives, successors or permitted assigns acting as an  agent or representative of any of the Investors Capital Indemnitees), unless such acts, omissions or conduct were  committed at the written direction of any of the PHL Parties Authorized Persons, or (b) such Loss is also a Loss for  which the PHL Indemnitees are indemnified pursuant to Section 12.02 of this Agreement. Each Investors Capital  Party acknowledges that none of the PHL Parties or their Affiliates shall be deemed to have guaranteed the  profitability of the GIE or any volume of sales, and no indemnification shall arise based on an assertion of such a  guarantee of profitability of the GIE or volume of sales.\n\n  12.02 Indemnification by the ICC.\n\n  12.02.1 Indemnification. ICC shall indemnify and hold harmless each of the PHL Parties, their Affiliates, and each of their  respective officers, directors, employees, representatives, successors and permitted assigns\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   - 24 -\n\n  (collectively, the \"PHL Indemnitees\"), from and against any and all Losses to which any PHL Indemnitee may  become subject, relating to or arising from any of the following:\n\n  12.02.1.1 a material breach by ICC, any of their Affiliates, or any their respective or any of their officers,  directors, employees, agents, representatives, successors or permitted assigns, of any provision of the  Transaction Documents to which they are a party;\n\n\n\n12.02.1.2 a material violation of applicable Law by ICC , any of its Affiliates, or any their respective or any of its  officers, directors, employees, agents, representatives, successors or permitted assigns, relating to or  arising from the Transaction Documents to which they are a party or ICC; provided, however, that ICC  shall not owe indemnification for Losses related to a material violation of Law arising out of or based  upon reliance by ICC or any of its Affiliates upon information about any of the PHL Parties or any  Affiliate thereof provided by any of the PHL Parties in writing to ICC;\n\n  12.02.1.3 the administration and management of ICC Accounts;\n\n  12.02.1.4 any claim by any person or entity related in any way to the development of all or any part of ICC, but  excluding claims relating in any way to the development of all or any part of the GIE or Registration  Statement;\n\n\n\n12.02.1.5 any claim for infringement of intellectual property rights by an unaffiliated third party in connection  with any product that is similar to or resembles all or any part of ICC, but excluding any claim relating  in any way to the development of all or any part of the GIE or Registration Statement and any claim  described in Sections 12.01.1(e) and (f) of this Agreement; or\n\n\n\n12.02.1.6 a termination of a Certificate by either PHLVIC or PLIC as a result of a breach of the Memorandum of  Understanding by ICAS that is not cured on or before the 5th consecutive Business Day following the  date on which either PHLVIC or PLIC delivers notice under the Memorandum of Understanding that  PHLVIC or PLIC, as applicable, has determined it cannot hedge changes proposed by ICAS either (i)  without incurring material additional risk or additional hedging costs that are material in light of the  pricing of the GIE, or (ii) because Phoenix is unable to obtain an appropriate hedge (a determination as  to either (i) or (ii), a \"Determination\"); except a breach shall not be deemed to have occurred if the ICC  demonstrates, through binding arbitration pursuant to Section 14.02 of this Agreement, that a  Determination was unreasonable, erroneous or not made in good faith.\n\n\n\n\n\n\n\n\n\n\n\n   - 25 -\n\n\n\n12.02.2 Limitation. Indemnification pursuant to this Section 12.02 shall be in addition to any liability that the ICC may  otherwise have. Notwithstanding anything to the contrary set forth in this Section, no PHL Indemnitee shall be  entitled to indemnification pursuant to this Section to the extent that (a) Losses are attributable to acts, omissions  or conduct of any PHL Indemnitee that constitute willful misconduct, gross negligence, bad faith, or recklessness  (other than any of ICC, any of their Affiliates, or any their respective officers, directors, employees, agents,  representatives, successors or permitted assigns acting as an agent or representative of any of the PHL  Indemnitees), unless such acts, omissions or conduct were committed at the written direction of ICC Authorized  Persons, or (b) such Loss is also a Loss for which the Investor Capital Indemnitees are indemnified pursuant to  Section 12.01 of this Agreement. Each PHL Party acknowledges that neither ICAS nor any of its Affiliates shall be  deemed to have guaranteed the profitability of the GIE or any volume of sales, and no indemnification shall arise in  connection with profitability of the GIE or volume of sales.\n\n\n\n12.03 Inter-Party Claims. Any Party seeking indemnification pursuant to this Section 12 (the \"Indemnified Party\") shall notify the  other Party or Parties from whom such indemnification is sought (the \"Indemnifying Party\") of the Indemnified Party's assertion  of such claim for indemnification, specifying the basis of such claim. The Indemnified Party shall thereupon give the  Indemnifying Party reasonable access to the documents that evidence or support such claim or the act, omission or occurrence  giving rise to such claim.\n\n  12.04 Third Party Claims.\n\n\n\n12.04.1 Each Indemnified Party shall promptly notify the Indemnifying Party of the assertion by any third party of any claim  with respect to which the indemnification set forth in this Article 12 relates (which shall also constitute the notice  required by Section 16.03). The Indemnifying Party shall have the right, upon notice to the Indemnified Party within  ten business days after the receipt of any such notice, to undertake the defense of or, with the consent of the  Indemnified Party, (which consent shall not unreasonably be withheld), to settle or compromise such claim. The  failure of the Indemnifying Party to give such notice and to undertake the defense of or to settle or compromise  such a claim shall constitute a waiver of the Indemnifying Party's rights under this Section 12.04.1 and shall  preclude the Indemnifying Party from disputing the manner in which the Indemnified Party may conduct the defense  of such claim or the reasonableness of any amount paid by the Indemnified Party in satisfaction of such claim.\n\n\n\n\n\nSECTION 13 STATUS OF PARTIES\n\n\n\n\n\n\n\n   - 26 -\n\n  12.04.2 The election by the Indemnifying Party, pursuant to Section 13.03.1, to undertake the defense of a third-party claim  shall not preclude the Party against which such claim has been made also from participating or continuing to  participate in such defense, so long as such Party bears its own legal fees and expenses for so doing.\n\n\n\n13.01 Independent Contractors. Each of the PHL Parties and their Affiliates, on the one hand, and ICC and its Affiliates, on the other,  shall be deemed to be an independent contractor as to the others for all purposes. None of the Transaction Documents shall be  construed (1) to create the relationship of employer and employee among the Parties hereto or between any Party and any of  the officers, directors, employees, or representatives of any other Party, (2) to create a partnership or joint venture among the  Parties hereto, or (3) to authorize any Party to act as a general or special agent of any other, except as may be specifically set  forth herein. Except as otherwise expressly set for in this Agreement, no Party shall in any manner be prevented or bound to  refrain from engaging in any business or businesses of any kind or nature, or owning or dealing in securities of any entity or  making any investments of any kind, or performing services for any other person, firm, or entity.\n\n  13.02 Authority to Act. Except as otherwise expressly set forth in this Agreement or the Sales and General Agency Agreement, none  of the PHL Parties or their Affiliates, on the one hand, and ICC or its Affiliates, on the other, shall have or be deemed to have  authority to act on behalf of the others.\n\n\n\n13.03 No Third-Party Beneficiaries. This Agreement, the Selling Agreement, and the Memorandum of Understanding are solely  among the Parties hereto, as applicable, and are not intended to create any right or legal relationship, express or implied, among  the Parties or any of their respective Affiliates, officers, directors, employees, agents, representatives, successors or permitted  assigns, on the one hand, and any third party, including any Certificate Owner or other person covered under a GIE, on the  other hand; provided, however, that the Investors Capital Indemnitees and the PHL Indemnitees are expressly intended to be  third-party beneficiaries under this Agreement.\n\n\n\n13.04 ICC Not Underwriter, Insurer or Producer. Notwithstanding anything to the contrary in any Transaction Document, none of  the ICC, its Affiliates, or any of their respective directors, officers, employees, agents, or other representatives are or shall be  deemed to be (1) underwriters of any security, including the GIE; (2) insurers, guarantors, or underwriters of any obligation of  either PHLVIC and PLIC under the GIE, including the obligation of either of PHLVIC or PLIC to pay claims and benefits arising  under the GIE, or (3) insurance agents, brokers or producers, except in the case of ICC and certain of its officers, employees,  agents, or other representatives, who are licensed as insurance producers as required under applicable State insurance Laws.\n\n\n\n\n\nSECTION 14 DISPUTE RESOLUTION\n\n\n\n\n\n\n\n\n\n\n\n\n\n   - 27 -\n\n  13.05 PHL Parties not Investment Adviser. Notwithstanding anything to the contrary in any Transaction Document, none of the PHL  Parties or any of their respective directors, officers, employees, agents, or other representatives are investment advisers under  the Advisers Act or similar State Laws.\n\n  14.01 Disputes Regarding PHL Services or Investors Capital Services.\n\n\n\n14.01.1 Notice; Authorized Persons. During the Term, if any of the PHL Parties, on the one hand, or ICC, on the other,  encounters a problem that it believes constitutes a material breach of the other's duty to provide either the PHL  Services or the Investor Capital Services, as applicable, the non-breaching Parties shall promptly notify the other  Parties in writing, and such breaching Party or Parties shall promptly respond. If the problem is not promptly  resolved among the Parties, a PHL Parties Authorized Person and an ICC Authorized Person shall, before the end of  the first full Business Day following the date on which initial notice is provided by the non-breaching Parties,  consult with each other in good faith concerning the existence, cause and remediation of the possible breach.\n\n  14.01.1.1 If such Authorized Persons mutually determine that the problem constitutes a material breach, the  breaching Party or Parties shall promptly take such actions and make any modifications and/or  changes as are required to correct the breach, without charge to the non-breaching Parties.\n\n  14.01.1.2 If such Authorized Persons cannot mutually determine whether the problem is the result of a material  breach, then the dispute shall be resolved in accordance with Section 15.02 below.\n\n  14.01.2 Indemnification. The non-breaching Party or Parties may seek indemnification for any damages resulting from a  breach under this Section pursuant to Section 12 (Indemnification).\n\n\n\n14.02 Arbitration. All controversies, claims or disputes among the Parties arising out of or relating to this Agreement, either of the  Master Group Annuity Contracts, or breach of any of them, including matters relating to formation, shall be settled by binding  arbitration by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Title 9 of the U.S.  Code. The place of arbitration shall be Hartford, Connecticut.\n\n\n\n14.02.1 The arbitrators shall be disinterested. The number of arbitrators shall be three, one of whom shall be appointed by  the PHL Parties and one of whom shall be appointed by ICC, and the third of whom shall be selected by mutual  agreement of the first two arbitrators, or by the administering authority if the first two arbitrators do not arrive at a  mutual agreement within thirty (30) days of the selection of the second arbitrator.\n\n\n\n\n\n\n\n\n\n\n\n\n\nSECTION 15 DURATION AND TERMINATION\n\n\n\n\n\n\n\n   - 28 -\n\n\n\n14.02.2 A decision of a majority of the arbitrators shall be final and binding and there shall be no appeal therefrom, unless  (i) the decision was procured by corruption, fraud or other undue means; (ii) there was evident partiality by the  arbitrator appointed as a neutral or corruption in any of the arbitrators or misconduct prejudicing the rights of any  Party; or (iii) the arbitrators exceeded their powers. The arbitrators shall issue a written opinion in support of the  arbitration award.\n\n  14.02.3 The arbitrators shall have no authority to award punitive damages or any other damages not measured by the  prevailing Party's actual damages, and may not, in any event, make any ruling, finding or award that does not  conform to the terms and conditions of the applicable agreement.\n\n\n\n14.02.4 Each Party shall be responsible for the costs and expenses incurred by such Party, including attorneys, although  the cost of arbitration, including the fees of the arbitrators, shall be borne equally by the PHL Parties, on the one  hand, and the ICC, on the other; provided, however, that the panel of arbitrators may determine to award fees and  costs, including attorney fees, to the prevailing Party.\n\n  14.02.5 Any Party may seek injunctive relief from the arbitrators to maintain the status quo until such time as the arbitration  award is rendered or the controversy is otherwise resolved.\n\n  14.02.6 Judgment upon the award rendered by the arbitrators may be entered in the courts specified in Section 16.04 below.\n\n\n\n15.01 Duration. 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.\n\n  15.02 Termination and Suspension as to New Business.\n\n  15.02.1 Termination. This Agreement may be terminated by either the PHL Parties, on the one hand, or ICC, on the other,  with respect to Certificates that have not been issued as of the effective date of termination in the following manner:\n\n  15.02.1.1 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.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   - 29 -\n\n  15.02.1.2 By ICC, if any of the PHL Parties or their Affiliates, as applicable, materially breaches any of the  Transaction Documents and does not cure such breach within sixty (60) days of being provided  written notice of such breach by ICC.\n\n  15.02.1.3 By any of the ICC, immediately, if:\n\n  15.02.1.3.1 Any of the PHL Parties is placed in receivership or conservatorship or other proceedings  pursuant to which it is substantially prevented from continuing to engage in the lines of  business relevant to the subject matter hereof.\n\n  15.02.1.3.2 Any of the PHL Parties becomes a debtor in bankruptcy, whether voluntary or  involuntary, is the subject of an insolvency, rehabilitation, or delinquency proceeding, or  is determined to be in hazardous financial condition.\n\n  15.02.1.3.3 Any of the PHL Parties becomes the subject of a criminal indictment or information or  similar proceedings.\n\n  15.02.1.3.4 Any of the PHL Parties assigns or transfers this Agreement in a manner that does not  comply with the provisions of this Agreement.\n\n  15.02.1.4 By any of the PHL Parties, if any of the ICC or its Affiliate, as applicable, materially breaches any of the  Transaction Documents to which they are a party and does not cure such breach within sixty (60) days  of being provided written notice of such breach by a PHL Party.\n\n  15.02.1.5 By any of the PHL Parties, immediately, if:\n\n  15.02.1.5.1 ICC is placed in receivership or conservatorship or other proceedings pursuant to which  it is substantially prevented from continuing to engage in the lines of business relevant  to the subject matter hereof.\n\n  15.02.1.5.2 ICC becomes a debtor in bankruptcy, whether voluntary or involuntary, is the subject of  an insolvency, rehabilitation, or delinquency proceeding, or is determined to be in  hazardous financial condition.\n\n  15.02.1.5.3 ICC becomes the subject of a criminal indictment or information or similar proceedings.\n\n  15.02.1.5.4 ICC assigns or transfers this Agreement in a manner that does not comply with the  provisions of this Agreement.\n\n\n\n\n\nSECTION 16 MISCELLANEOUS\n\n\n\n\n\n\n\n   - 30 -\n\n\n\n15.02.2 Suspension. Any of the PHL Parties, on the one hand, and ICC, on the other, upon 30 days written notice, may  suspend issuance of (1) new Certificates entirely or (2) new Certificates guaranteeing ICC Accounts that invest in  one or more Models with certain style attributes or investment vehicles, as may be expressly provided in such  written notice, provided, however that the PHL Parties may suspend the issuance of new Certificates affected by a  change in any of the Models after the 5  consecutive Business Day following the date on which either PHLVIC or  PLIC deliver notice under the Memorandum of Understanding concerning its reasonable determination that it  cannot hedge proposed changes without incurring material additional risk and/or material additional hedging costs,  or because Phoenix is unable to obtain a reasonably appropriate hedge, if ICAS has made the proposed changes  and not cured such changes within such five-day period.\n\n  16.01 Assignment or Change of Control.\n\n\n\n16.01.1 Assignment. This Agreement shall be binding on and shall inure to the benefit of the respective successors and  assigns of the Parties except as otherwise provided in this Agreement. 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.  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).\n\n  16.01.2 Change of Control. A \"Change of Control\" means:\n\n\n\n(a) the acquisition by any person, entity or group, including a \"group\" required to file a Schedule 13D or  Schedule 14D-1 under the 1934 Act (excluding, for this purpose, a Party, its Affiliates and any employee  benefit plan of a Party or its Affiliates that acquires ownership of voting securities of an Affiliate of that  Party) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of  either the (1) then outstanding ordinary shares of a Party, of a person or entity controlling such Party, or of a  person or entity controlling such person or entity, up to and including the ultimate controlling person (such  Party and persons or entities collectively, the \"Control Group\"), or (2) the\n\nth\n\n\n\n\n\n\n\n\n\n\n\n\n\nin each case excluding a reorganization, merger, consolidation, sale, transfer, lease or other disposition when  the transaction is among Parties that are under common control both before and after such transaction.\n\n   - 31 -\n\n  combined voting power of the Control Group's then outstanding voting securities entitled to vote generally  in the election of directors, in each case excluding an acquisition when the transaction is among Parties that  are under common control both before and after such transaction;\n\n\n\n(b) the election or appointment to the board of directors of any member of the Control Group, or resignation of  or removal from such board of directors with the result that the individuals who as of the date hereof  constituted the board of directors (the \"Incumbent Board\") of each member of the Control Group no longer  constitute at least a majority of such board of directors, provided that any person who becomes a director  subsequent to the date hereof whose appointment, election, or nomination for election by the shareholders  of each member of the Control Group, was approved by a vote of at least a majority of the Incumbent Board  (other than an appointment, election or nomination of an individual whose initial assumption of office is in  connection with an actual or threatened election contest relating to the election of the directors of a member  of the Control Group) shall be, for purposes of this Agreement, considered as though such person were a  member of the Incumbent Board; or\n\n  (c) the approval by the shareholders of any member of the Control Group of:\n\n\n\n(1) a reorganization, merger or consolidation by reason of which the persons who were the shareholders  of such member of the Control Group immediately prior to such reorganization, merger or consolidation  do not, immediately thereafter, own more than 50% of the combined voting power of the reorganized,  merged or consolidated company's then outstanding voting securities entitled to vote generally in the  election of directors, or\n\n  (2) a liquidation or dissolution of such member of the Control Group or the sale, transfer, lease or other  disposition of all or substantially all of the assets of such person (whether such assets are held  directly or indirectly),\n\n  16.02 Rights, Remedies, Etc. are Cumulative. The rights, remedies, and obligations contained in this Agreement are cumulative and  are in addition to any and all rights, remedies, and obligations, at law or in equity, which the Parties may be entitled to under  State and federal laws.\n\n\n\n\n\nIf to the PHL Parties   Kathleen A. McGah   Vice President   Life and Annuity Counsel   Phoenix Life Insurance Company   One American Row   PO Box 5056   Hartford, CT 06102-5056   With a simultaneous copy that shall not constitute notice under this section to:   General Counsel   Phoenix Life Insurance Company   One American Row   PO Box 5056   Hartford, CT 06102-5056   If to ICC:   General Counsel   Investors Capital Corporation   230 Broadway East   Lynnfield, MA 01940\n\n   - 32 -\n\n\n\n16.03 Notices. Except as set for in this paragraph, all notices hereunder shall be made in writing and shall be effective upon delivery,  which shall be made (1) by hand delivery, (2) by registered or certified United States mail, postage prepaid with return receipt  requested, (3) by a nationally-recognized overnight courier service, to the addresses set forth below, or to such other address  as any Party may request by giving written notice to the other Parties. A Party may also provide notice by electronic means  (such as email or facsimile) or telephone in cases when immediate notice is required so long as the Party giving notice delivers  separate written notice to be with 24 hours pursuant to Sections 16.03(1) or 16.03 (3).\n\n\n\n16.04 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. Each of the Parties hereto shall submit to the jurisdiction of the courts of the State of Connecticut and the federal  courts in Connecticut.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   - 33 -\n\n  16.05 Amendments. No change may be made to the terms or provisions of this Agreement except by written agreement signed by the  Parties.\n\n  16.06 Severability. If any provision of this Agreement is held invalid, illegal, unenforceable, or in conflict with the Law of any  jurisdiction, such provision shall be enforced to the extent permitted under applicable Law, and the validity, legality, and  enforceability of the remaining provisions shall not in any way be affected or impaired thereby.\n\n  16.07 Waiver. The failure by any Party to insist upon strict compliance with any condition of this Agreement shall not be construed  as a waiver of such condition. Waiver by one Party to this Agreement of any obligation of another Party to this Agreement  does not constitute a waiver of any further or other obligation of such Party.\n\n\n\n16.08 Interpretation. This Agreement shall be governed by the following rules of interpretation: (a) when a reference is made in this  Agreement to an Article, Section, or Exhibit, such reference shall be to an Article of, a Section of, or Exhibit to, this Agreement  unless otherwise indicated; (b) the headings contained in this Agreement are for reference purposes only and shall not affect in  any way the meaning or interpretation of this Agreement; (c) whenever the words \"include,\" \"includes\" or \"including\" are used  in this Agreement, they shall be deemed to be followed by the words \"without limitation;\" (d) whenever the singular is used  herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where  appropriate; and (e) references to currency or amounts due shall mean United States dollars.\n\n  16.09 Construction. The Parties hereto have participated, directly or indirectly, in the negotiations and preparation of this Agreement.  In no event shall this Agreement be construed more or less stringently against any Party by reason of another Party being  construed as the principal drafting Party hereto.\n\n  16.10 Survival. The following Sections shall survive termination of this Agreement: Sections7.05, 7.06, 8.06, 8.07, 9 (including Exhibit  C), 10, 11.02, 11.03, 12, 13, 14.02, 16.\n\n\n\n16.11 Entire Agreement. This Agreement, the other Transaction Documents and the Indemnification Agreement between the Parties,  effective as of the Effective Date (the \"Indemnification Agreement\"), constitute the entire agreement between the Parties hereto  with respect to the subject matter hereof and thereof, and supersede any and all prior oral or written understandings,  agreements or negotiations, between or among the Parties with respect to the subject matter hereof and thereof. No prior  writings by or among the Parties with respect to the subject matter hereof and thereof may be used by any Party in connection  with the interpretation of any provision of this Agreement, the Indemnification Agreement, or the other Transaction  Documents.\n\n\n\n\n\nIN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their duly authorized partners and  officers, all as of the Effective Date.\n\n\n\n   - 34 -\n\n  16.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which taken together shall constitute one  and the same instrument.\n\nPHL VARIABLE INSURANCE COMPANY     PHOENIX EQUITY PLANNING CORPORATION\n\nBY:   /S/ KATHLEEN A. MCGAH     BY:   /S/ KATHLEEN A. MCGAH  NAME:   KATHLEEN A. MCGAH     NAME:   KATHLEEN A. MCGAH TITLE:   VICE PRESIDENT     TITLE:   VICE PRESIDENT\n\nPHOENIX LIFE INSURANCE COMPANY     INVESTORS CAPITAL CORPORATION\n\nBY:   /S/ JOHN V. LAGRASSE     BY:   /S/ THEODORE E. CHARLES  NAME:   JOHN V. LAGRASSE     NAME:   THEODORE E. CHARLES TITLE:   EXECUTIVE VICE PRESIDENT     TITLE:   DIRECTOR\n\n\n\n\n\nEXHIBIT A TO THE STRATEGIC ALLIANCE AGREEMENT\n\nPHL VARIABLE SERVICES\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n- 35 -\n\nA. PHL Variable shall, or shall cause one or more of its Affiliates to, provide all services necessary or desirable to fully administer the GIE,  including, but not limited to:\n\n  1. Notifying ICC of any change to the GIE Fee rate at least ten calendar days prior to the effective date of the fee change via E-mail;\n\n  2. Calculating the GIE Fee for each Certificate and send the inception and quarterly fee information to ICC;\n\n  3. Calculating the Retirement Income Base for each Certificate;\n\n  4. Calculating the Retirement Income Amount for each Certificate;\n\n  5. Calculating the Required Minimum Distribution for each IRA account, as applicable, but not including tax reporting to the IRS;\n\n  6. Providing telephone support to ICC to enable ICC to answer Certificate Owners' questions about their GIE benefit, including  Retirement Income Base; Retirement Income Amount, and the GIE Fee on Business Days during the regular business hours of PHL  Variable;\n\n  7. Drafting and sending the following documents/correspondence to Certificate Owners:\n\n  a. Welcome Letter and Certificate;\n\n  b. GIE Retirement Income Base /Retirement Income Amount Adjustment Notice or similar notice, due to a withdrawal, contribution  or reaching retirement income date;\n\n  c. GIE Fee Deduction Notice or similar notice, sent quarterly to confirm the GIE Fee deduction;\n\n  d. January 1  Letter, with the new Retirement Income Amount for the year;     e. GIE Termination Notice or similar notice; and\n\n  8. Correspondence after the account value reaches zero;\n\n  9. Sending ICC a report showing any investments in an ICC Account that are not invested in accordance with the ICC models, as  necessary;\n\n  10. Providing ICC with a quarterly data file containing Certificate Owner data, if requested in writing by ICC in order for ICAS to reconcile  data maintained by PHL Variable vs. ICAS. ICC shall notify PHL Variable of any discrepancies identified;\n\n  11. Notifying ICAS, thirty [30] calendar days in advance of the anniversary date for each Certificate, of fee information relating to the  Annual Optional Increase; Correcting Certificate Owner file data upon notification of an incorrect Certificate termination by ICC using  current account values; and\n\n  12. Working with ICC on manual corrections.\n\nB. All information provided shall be in form and content mutually acceptable to the Parties\n\nst\n\n\n\n\n\nEXHIBIT B TO THE STRATEGIC ALLIANCE AGREEMENT\n\nINVESTORS CAPITAL SERVICES\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n- 36 -\n\nA. ICCS shall, or shall cause one or more of its Affiliates, to:\n\n  1. Notify PHL Variable if a Certificate Owner has changed to a non-GIE eligible investment model and has thereby terminated the GIE;\n\n  2. Notify PHL Variable of the amount of non-cash assets transferred into an ICC Account that are in non-conformance to the model asset  allocation in the daily transmission;\n\n  3. Notify PHL Variable of or errors and corrections relating to a Certificate Owner's additional contributions and withdrawals;    4. For new Certificates, send ICC Account assets and values electronically to PHL Variable on the certificate effective date;\n\n  5. If ICAS becomes aware of any material pricing errors, notify PHL Variable of such errors;\n\n  6. On each Business Day, send PHL Variable ICC Account assets, values, and selected transactions electronically;\n\n  7. ICAS shall provide PHL Variable with a quarterly data file containing Certificate Owner data, if requested in writing by PHL Variable in  order for PHL Variable to reconcile data maintained by PHL Variable. PHL Variable shall notify ICAS of any discrepancies identified;\n\n  8. Work with PHL Variable on manual corrections; and\n\n  9. Debit the GIE Fee at inception and quarterly, in advance, and remit the fee to PHL Variable.\n\n  10. Notify PHL Variable if a Certificate Owner has terminated the GIE;\n\n  11. Notify PHL Variable of the divorce of Certificate Owners promptly after such notification is received by ICC or ICAS;\n\n  12. Send PHL Variable a copy of Certificate Owners' divorce decrees promptly after such decrees are received by ICC or ICAS;    13. Notify PHL Variable of the death of a Certificate Owner promptly after such notification is received by ICC or ICAS;\n\n  14. Send PHL Variable a copy of the deceased Certificate Owner's death certificate promptly after the death certificate is received by ICC or  ICAS;\n\n  15. Verify that each Application is completed;\n\n  16. Send the completed Application to PHL Variable; and\n\n  17. Notify PHL Variable if ICC becomes aware of an erroneous termination of a GIE.\n\nB. All information provided shall be in form and content mutually acceptable to the Parties\n\n\n\n\n\nEXHIBIT C\n\nTRADEMARK LICENSE TERMS\n\nThe following terms and conditions apply to each License of Trademarks pursuant to Section 9.02 of the Agreement.\n\n\n\n\n\n\n\n\n\n\n\n   - 37 -\n\n1. LIMITED LICENSE: Nothing in the Agreement or this Exhibit shall be construed to grant Licensee any rights or license to any trademark,  trade name, certification mark, service mark, domain name, product name, logo, patent, technical information, or copyright of Licensor other  than as specified herein. All rights not specifically granted to Licensee are reserved to Licensor.\n\n\n\na) Use: Licensor reserves the right as owner of the Trademarks to specify all aspects of use of the Trademarks, including but not limited  to, the manner, place, type, form, layout, design, channels of trade, channels of distribution, and media of or for such use, on or in  connection with, all displays, advertising, labels, literature, Internet sites, sales promotion materials, and all other forms of use of the  Trademarks. All use of the licensed Trademarks shall inure to the benefit of Licensor. Licensee shall comply with any specific trademark  use rules as may be referenced in any of the Exhibits, or provided to Licensee, which may be amended or revised by Licensor from time  to time, upon written notice.\n\n\n\nb) Acknowledgment: Licensee hereby acknowledges the validity of Licensor's Trademarks and Licensor's exclusive right, title and  interest in and to the Trademarks. As requested by Licensor, Licensee shall employ identifying symbols and/or words in connection  with its use of the Trademarks. Licensee shall cooperate with Licensor in taking all appropriate measures for the protection of the  Trademarks, and shall faithfully observe and execute the requirements, procedures, and directions of Licensor with respect to the use  and protection of the Trademarks. Licensee shall not, during the term of this Agreement, or thereafter:\n\n  (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;\n\n  (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;\n\n  (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;\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n   - 38 -\n\n  (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\n\n  (5) continue any use or action in relation to or in connection with the Trademarks or this Agreement if objected to by Licensor.\n\n  c) Goodwill: Licensee recognizes the value of the reputation and goodwill associated with the Trademarks, acknowledges that the  Trademarks have acquired secondary meaning, and that all related rights and goodwill belong exclusively to Licensor.\n\n  d) Art Work: All art and design or lay-out work that contains, is derived from or used with the Trademarks, shall be solely owned by  Licensor. Licensee shall not obtain, attempt to obtain or claim any copyright or trademark rights therein, and upon request, Licensee  shall assign same to Licensor.\n\n\n\ne) 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.\n\n  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.\n\n2. QUALITY STANDARDS, INSPECTION, AND TESTING: So that the value of the goodwill and reputation associated with the Trademarks  will not be diminished, Licensee shall have an obligation to ensure that all materials on which the Trademarks are used shall be of at least the  same uniform high quality (i) as may be approved by Licensor hereunder; or (ii) as specified in quality standards provided by Licensor  hereunder, as the case may be. 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. Materials not meeting the quality or other requirements set forth in this  Agreement shall not be in any way promoted in connection with the Trademarks, and all references to the Trademarks on labels, product  literature, promotional material, etc., shall be removed at Licensee's expense.\n\n\n\n\n\n\" \u00ae is a registered Trademark of [Licensor] and is used under license to [Licensee].\"\n\n\n\n\n\n   - 39 -\n\n3. LICENSING NOTICE: Licensee shall include a notice on all labeling, advertising, literature, Internet sites, and sales promotional materials  that the Trademarks are licensed from Licensor. The notice shall be as follows or as otherwise specified by Licensor:\n\n4. NO CONSEQUENTIAL DAMAGES, ETC.: 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.\n\n5. SUPPLEMENTAL PROVISIONS: If any supplemental provisions are made a part of the Agreement or this Exhibit, they are set forth in  Annex A to this Exhibit.\n\n6. SURVIVAL: Notwithstanding termination of the Agreement, Sections 1(a)-1(f) and 4-6 of this Exhibit shall survive termination of the  Agreement."}]}, {"title": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "JOINT FILING AGREEMENT", "answer_start": 10}], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "APOLLO PRINCIPAL HOLDINGS III GP, LTD.", "answer_start": 3498}, {"text": "APOLLO CAPITAL MANAGEMENT GP, LLC", "answer_start": 2293}, {"text": "APOLLO MANAGEMENT HOLDINGS GP, LLC", "answer_start": 2538}, {"text": "ATHENE LIFE RE LTD.", "answer_start": 1328}, {"text": "APH HOLDINGS, L.P.", "answer_start": 3356}, {"text": "ATHENE ANNUITY AND LIFE COMPANY", "answer_start": 727}, {"text": "APOLLO LIFE ASSET GP, LLC", "answer_start": 2058}, {"text": "ATHENE ANNUITY & LIFE ASSURANCE COMPANY", "answer_start": 926}, {"text": "AP OMAHA ADVISORS, LLC", "answer_start": 2895}, {"text": "APOLLO LIFE ASSET, L.P.", "answer_start": 1919}, {"text": "APOLLO HYBRID VALUE ADVISORS, L.P.", "answer_start": 3098}, {"text": "ATHENE USA CORPORATION", "answer_start": 1133}, {"text": "AISG GP LTD.", "answer_start": 1841}, {"text": "APOLLO HYBRID VALUE CAPITAL MANAGEMENT, LLC", "answer_start": 3257}, {"text": "OMAHA EQUITY AGGREGATOR, L.P.", "answer_start": 2632}, {"text": "APOLLO MANAGEMENT HOLDINGS, L.P.", "answer_start": 2386}, {"text": "APOLLO CAPITAL MANAGEMENT, L.P.", "answer_start": 2143}, {"text": "ATHENE HOLDING LTD.", "answer_start": 1515}, {"text": "APOLLO INSURANCE SOLUTIONS GROUP LP", "answer_start": 1702}], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "July 6, 2020", "answer_start": 713}], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "MFAFINANCIAL,INC_07_06_2020-EX-99.D-JOINT FILING AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "EXHIBIT D JOINT FILING AGREEMENT MFA FINANCIAL, INC. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of July 6, 2020. 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\n\n\n\n\n\nATHENE 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 By: AISG GP Ltd., its general partner By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory AISG GP LTD. By: /s/ Matthew S. O'Mara Matthew S. O'Mara Authorized Signatory APOLLO LIFE ASSET, L.P. By: Apollo Life Asset GP, LLC, its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President\n\n\n\n\n\nAPOLLO LIFE ASSET GP, LLC By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO CAPITAL MANAGEMENT, L.P. By: Apollo Capital Management GP, LLC, its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO CAPITAL MANAGEMENT GP, LLC By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO MANAGEMENT HOLDINGS, L.P. By: Apollo Management Holdings GP, LLC, its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO MANAGEMENT HOLDINGS GP, LLC By: /s/ William B. Kuesel William B. Kuesel Vice President OMAHA EQUITY AGGREGATOR, L.P. By: AP Omaha Advisors, LLC, its general partner By: Apollo Hybrid Value Advisors, L.P., its sole member By: Apollo Hybrid Value Capital Management, LLC, its general partner By: /s/ Joseph D. Glatt Joseph D. Glatt Vice President\n\n\n\n\n\nAP OMAHA ADVISORS, LLC By: Apollo Hybrid Value Advisors, L.P., its sole member By: Apollo Hybrid Value Capital Management, LLC, its general partner By: /s/ Joseph D. Glatt Joseph D. Glatt Vice President APOLLO HYBRID VALUE ADVISORS, L.P. By: Apollo Hybrid Value Capital Management, LLC, its general partner By: /s/ Joseph D. Glatt Joseph D. Glatt Vice President APOLLO HYBRID VALUE CAPITAL MANAGEMENT, LLC By: /s/ Joseph D. Glatt Joseph D. Glatt Vice President APH HOLDINGS, L.P. By: Apollo Principal Holdings III GP, Ltd., its general partner By: /s/ William B. Kuesel William B. Kuesel Vice President APOLLO PRINCIPAL HOLDINGS III GP, LTD. By: /s/ William B. Kuesel William B. Kuesel Vice President"}]}, {"title": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "SUPPLY AGREEMENT", "answer_start": 12}], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "PROFOUND MEDICAL INC.", "answer_start": 37}, {"text": "Philips", "answer_start": 595}, {"text": "PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.", "answer_start": 63}, {"text": "Customer", "answer_start": 366}, {"text": "Customer and Philips hereinafter also collectively referred to as the \"Parties\" and individually as a \"Party\".", "answer_start": 605}], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "July 31, 2017", "answer_start": 130}], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "July 31, 2017", "answer_start": 130}], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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\").", "answer_start": 34903}], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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", "answer_start": 64309}], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips", "answer_start": 35275}], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 62565}], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 18015}], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 42668}], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "answer_start": 42928}, {"text": "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.", "answer_start": 41651}], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "answer_start": 42928}, {"text": "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.", "answer_start": 41651}], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [{"text": "For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product.", "answer_start": 42928}], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": false}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "The cost of any off-site storage of such records after the Term of this Agreement shall be borne by Customer and invoiced on a calendar quarter basis.", "answer_start": 58134}, {"text": "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.", "answer_start": 38123}, {"text": "Within [Redacted - Commercially Sensitive - Time Period] of the Effective Date, the parties shall negotiate, acting reasonably and in good faith, a transition plan (the \"Transition Plan\") to provide for a smooth transfer and transition of the manufacturing activities under this Agreement to Customer, an Affiliate of Customer or a third party manufacturer designated by Customer.", "answer_start": 39116}, {"text": "In connection with the negotiation and ultimately implementation of the Transition Plan, Parties shall install a project team which: (a) shall have a manager (\"Project Manager\"), one from Philips, who has experience in transferring manufacturing actives, and one from Customer, who has experience in setting up manufacturing activities; (b) shall be committed with sufficient capacity - made available by both Parties - to execute the Transition Plan within the given time frame (quantity), and the Parties shall ensure that sufficient and reasonable organizational resources are provided to each such Project Manager to ensure a smooth, uninterrupted and efficient transition of the manufacturing of the Product; (c) shall be sufficiently skilled and experienced with the activities under this Agreement (quality); (d) shall be fully dedicated to the timely and adequate execution of the Transition Plan.", "answer_start": 39637}, {"text": "The Parties shall perform such activities as set forth in the Transition Plan and shall otherwise perform all such obligations in good faith to ensure a smooth transfer of the manufacturing activities under this Agreement to Customer.", "answer_start": 40548}, {"text": "The Transition Plan shall be negotiated based on the key transition terms outlined in Schedule 5 hereto (the \"Transition Plan Term Sheet\").", "answer_start": 39497}, {"text": "Philips shall maintain, and provide Customer reasonable access to, all records, both during and after the termination or expiration of this Agreement, in accordance with the Quality Agreement.", "answer_start": 57941}], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [{"text": "Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details].", "answer_start": 26711}, {"text": "iv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement.", "answer_start": 27547}, {"text": "In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or", "answer_start": 27060}, {"text": "Philips represents and warrants to Customer that all Products delivered and any services provided hereunder: i. conform to the Specifications on the Delivery Date [Redacted - Commercially Sensitive]; ii. unless otherwise agreed with Customer in writing, are new (do not contain any used or reconditioned parts or materials) and fit for the purposes for which they are intended; iii. are of sound workmanship, good quality and free from defects in construction, manufacture and material [Redacted - Commercially Sensitive]; iv. the manufacturing and shipment of the Product comply in all respects with applicable Laws, regulations, certification requirements, including health and safety standards and all other applicable regulatory requirements for the manufacture and shipment of Products; v. are free and clear of all liens, encumbrances, and other Claims against title; and vii. comply in all respects with the terms of this Agreement and the applicable Purchase Orders.", "answer_start": 25218}, {"text": "Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products.", "answer_start": 26910}], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 65457}], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 4.5 SUPPLY AGREEMENT between PROFOUND MEDICAL INC. and PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.\n\n\n\n\n\nTHIS AGREEMENT is made July 31, 2017 BETWEEN: PROFOUND MEDICAL INC., a company incorporated under the laws of the province of Ontario and having its registered address at 2400 Skymark, Unit 6, Mississauga, Ontario L4W 5K5, Canada (hereinafter referred to as \"Customer\") - and - PHILIPS MEDICAL SYSTEMS NEDERLAND B.V., a company incorporated under the laws of the Netherlands with its principal place of business at Veenpluis 4-6 5684 PC Best, the Netherlands (hereinafter referred to as \"Philips\") Customer and Philips hereinafter also collectively referred to as the \"Parties\" and individually as a \"Party\". WHEREAS: A. Pursuant to the Asset and Share Purchase Agreement (the \"Purchase Agreement\") entered into on June 30, 2017 by Customer, Koninklijke Philips NV (\"Philips NV\") N.V. and Customer agreed to execute and deliver (or cause to be executed and delivered) certain ancillary agreements one of which is this Agreement; B. Prior to the consummation of the transactions contemplated by the Purchase Agreement, Philips manufactured the Product in-house and did not outsource the manufacturing to an independent facility, and as a result, Philips has intimate knowledge of the manufacturing process and requirements for the Product; C. Customer originally desired to take over responsibility for the manufacture of the Product immediately upon closing of the transactions contemplated by the Purchase Agreement; D. As Philips historically manufactured the Product in-house, to enable Customer to prepare for and realize the transition of the manufacturing of the Product to Customer's organization, Customer requires the assistance of Philips to continue manufacturing the Product until such time as the manufacturing process can be transitioned to Customer hereunder; E. Until such time as the manufacturing of the Product can be transitioned to Customer in accordance with the terms of this Agreement, Philips agrees to supply, as a contract manufacturer to Customer, on a temporary basis for the Term (as defined herein), the Product, and Customer wishes to buy such Products from Philips under this Agreement;\n\n\n\n\n\nF. Customer acknowledges and agrees that it assumes all obligations and liabilities as the legal manufacturer of the Product as from the Effective Date, on the terms and conditions set out in this Agreement. NOW IT IS HEREBY AGREED as follows: 1. DEFINITIONS The following terms used in this Agreement shall have the meaning set forth below: \"Affiliate\" means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the specified Person. As used in this definition, \"control\", \"controlled by\" and \"under common control with\" means possession, directly or indirectly, of power to direct or cause the direction of management or policies of such Person (whether through ownership of securities or other partnership or ownership interests, as trustee, personal representative or executive or by contract, credit agreement or otherwise), provided that in any event, any Person which owns directly, indirectly or beneficially 50% or more of the securities having voting power for the election of directors or other governing body of a corporation or 50% or more of the partnership interests or other ownership interests of any other Person will be deemed to control such Person. \"Agreement\" means this Supply Agreement including any and all of its Schedules as attached hereto and as may be amended or supplemented from time to time in accordance with the provisions hereof. \"Business Day\" means any day other than a Saturday, Sunday or statutory holiday, in the Province of Ontario or the Netherlands. \"Claim\" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or other, whether at Law, in equity or otherwise. \"Confidential Information\" means any information, provided in whatever form (including in written, electronic or oral form) or medium, which relates to either Party's or its Affiliates' business, products (hardware and software), technology, business plans, product plans, customers, customer information, specifications, designs, costs, prices, business opportunities, Know How, trade secrets, inventions, techniques, processes, algorithms, software programs, schematics and any other business or technical information disclosed by the Disclosing Party to the Receiving Party in connection with this Agreement. \"Confirmation\" has the meaning ascribed thereto in clause 4.4. \"Contract Year\" means the twelve (12) month period beginning on the Effective Date, and each subsequent twelve (12) month period during the Term.\n\n- 3 -\n\n\n\n\n\n\"Customer\" has the meaning ascribed thereto in the Preamble. \"Customer Indemnified Parties\" has the meaning ascribed thereto in clause 10.1. \"Delivery\" means the actual delivery of the Product to Customer and the acceptance by Customer of the Product in accordance with clause 7.1. \"Disclosing Party\" as the meaning ascribed thereto in clause 14.1. \"DMR\" has the meaning ascribed thereto in clause 5.3. \"EDI\" means electronic data interchange. \"Effective Date\" means the Completion Date as defined in the Purchase Agreement. \"Encumbrance\" means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership. \"Export Regulations\" has the meaning ascribed thereto in clause 16.1. \"Factory Test Report\" means the report, the content of which is set forth in Schedule 4, that Philips shall prepare and maintain, identifying the factory tests Philips completes on the Product prior to Delivery to support its compliance with the Specifications. \"Force Majeure\" has the meaning ascribed thereto in clause 0. \"Forecasts\" means those documents setting out anticipated demand for the Product as to be more particularly described in clause 3.2. \"Governmental Authority\" means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction. \"Intellectual Property Rights\" means, in any and all jurisdictions, all: (a) patents and applications therefor, including all continuations, continuations-in-part and provisionals and patents issuing thereon, and all reissues, re-examinations, substitutions, renewals and extensions thereof (collectively, \"Patents\"); (b) trademarks, service marks, trade names, trade dress, logos, corporate names, Internet domain names or uniform resource locators used in connection with any global computer or electronic network, together with all translations, adaptations, derivations and combinations thereof, and other source or business identifiers, together with the goodwill associated with any of the foregoing, and all applications, registrations, renewals and extensions thereof; (c) industrial designs, designs and design rights; (d) copyrights, works of authorship and moral rights, and all registrations, applications, renewals, extensions and reversions thereof; (e) trade secrets, discoveries, concepts, ideas, research and development, Know How, formulae, inventions, compositions, manufacturing and production processes and techniques, technical data, quality data, procedures, designs, drawings, specifications, databases, and other proprietary or confidential information, including customer lists, supplier lists, pricing and cost information, and business and marketing plans and proposals, which would constitute a \"trade secret\" under applicable Law, in each case excluding any rights in respect of any of the foregoing that comprise or are protected by Patents (\"Trade Secrets\"); (f) inventions, processes and designs; and (g) software, and all source code, object code, data and documentation relating thereto.\n\n- 4 -\n\n\n\n\n\n\"Know How\" means any and all concepts, ideas, information, data and documents of whatever nature, including, without limitation, drawings, methods, techniques, designs, specifications, photographs, samples, models, processes, procedures, reports, particulars of a technical nature (including, without limitation, any know how related to the manufacturing or design of Products and technical and commercial know how). \"Law\" means all laws, statutes, ordinances, decrees, judgments, codes, standards, acts, orders, by-laws, rules, regulations, permits, legally binding policies and guidelines and legally binding requirements of all Governmental Authorities. \"Lead-Time\" means, as applicable, the minimum number of days required between the date of the Purchase Order and the date of Delivery requested in a Purchase Order as such number is listed in Schedule 2. \"Losses\" has the meaning ascribed thereto in clause 10.1. \"New Technology\" has the meaning ascribed thereto in clause 13.3. \"Other Transaction Documents\" has the meaning ascribed thereto in clause 6.6. \"Parties\" and \"Party\" have the meaning ascribed thereto in the Preamble. \"Permit\" has the meaning ascribed thereto in clause 8.2(c). \"Person\" includes any individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate and a natural person in his or her capacity as trustee, executor, administrator or other legal representative. \"Project Manager\" has the meaning ascribed thereto in clause 12.8(a). \"Project Team\" has the meaning ascribed thereto in clause 12.8. \"Quality Agreement\" has the meaning ascribed thereto in clause 8.1. \"Philips\" has the meaning ascribed thereto in the Preamble.\n\n- 5 -\n\n\n\n\n\n\"Philips Indemnitees\" has the meaning ascribed thereto in clause 10.1(ii) \"Product\" means the Sonalleve MR-guided HIFU device which Philips shall manufacture and supply according to this Agreement as specified in Schedule 1,including spare parts. \"Production Plan\" means the production plan setting forth the delivery limitations as specified in Schedule 3, and as may be updated in accordance with clause 3.1. \"Purchase Order\" means an order for Products as may be submitted by Customer in accordance with clause 3. \"Quality Agreement\" means the Quality Agreement as described further in clause 8.1 of this Agreement, as the same may be amended or supplemented from time to time in accordance with the terms thereof. \"Receiving Party\" as the meaning ascribed thereto in clause 14.1. \"Regulatory Transfer Date\" has the meaning ascribed to such term in clause 2.3. \"Representatives\" has the meaning ascribed to such term in clause 14.2. \"Required Jurisdictions\" [Redacted - Commercially Sensitive] \"RPA\" means the resale purchasing agreement between the Parties, dated as of the Effective Date. \"Specifications\" means the specifications for the Product as set out in Schedule 1, as such specifications be amended from time to time in accordance with the terms of the quality agreement (the \"Quality Agreement\"). \"Term\" has the meaning ascribed thereto in clause 12.1. \"Third Parties\" means a Person who is not a Party or an Affiliate of a Party. \"Transferred Confidential Information\" has the meaning ascribed thereto in clause 14.4. \"Transition Plan\" has the meaning ascribed thereto in clause 12.8. \"VAT\" has the meaning ascribed thereto in clause 6.1. 2. GENERAL, SCOPE 2.1 During the Term, Philips shall manufacture and supply and Customer shall purchase the Products ordered by Customer pursuant to Purchase Orders (issued by Customer and accepted by Philips) in accordance with the terms and conditions of this Agreement.\n\n- 6 -\n\n\n\n\n\n2.2 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. Notwithstanding the foregoing, if any terms and conditions contained in a Purchase Order conflict with any terms and conditions contained in this Agreement, the applicable term or condition of this Agreement will prevail and such additional, contrary or different terms will have no force or effect. Except for such additional and contrary terms, the terms and conditions of all Purchase Orders are incorporated by reference into this Agreement for all applicable purposes hereunder. Without limitation of anything contained in this clause 2.2, any additional, contrary or different terms contained in any Confirmation (as defined below) or any of Philips's invoices or other communications between the Parties, and any other attempt to modify, supersede, supplement or otherwise alter this Agreement, are deemed rejected by Customer and will not modify this Agreement or be binding on the Parties unless such terms have been fully approved in a signed writing by authorized by both Parties. 2.3 On the Effective Date, Philips (or its Affiliate, Philips Oy) is the legal manufacturer of the Product. Customer hereby covenants and agrees to file with all applicable notified bodies and Governmental Authorities, including but not limited to BSI, Notified Body and ISO Registrar, on a jurisdiction-by-jurisdiction basis, within the applicable time periods for each jurisdiction outlined in the \"Transitional Service Level Agreement\" (TSLA Number: QR01, TSLA Title: Transfer of Legal Manufacturers), all documentation required or necessary to change the legal manufacturer of the Product in each Required Jurisdiction from Philips Oy to Customer for all applicable regulatory purposes. In order to expedite and achieve such change of legal manufacturer and to achieve the required changes outlined in such Transitional Service Level Agreement, Customer shall fully cooperate with as required by and actively facilitate the above registration process by the applicable notified bodies and Governmental Authorities in each Required Jurisdiction. On a jurisdiction-by-jurisdiction basis, from the date that the legal manufacturer is updated to Customer in such jurisdiction, Philips will supply the Products in such jurisdiction as contract manufacturer of Customer under this Agreement. 2.4 Philips shall provide such reasonable support, assistance and information reasonably requested by Customer and as outlined in the above referenced Transitional Service Level Agreement (including, to achieve the required changes outlined in such Transitional Service Level Agreement) in connection with Customer's transfer of the registrations in respect of the Product from Philips to Customer (as contemplated by clause 2.3 above), including, those services outlined in the Transitional Service Level Agreement, participating in any meeting with the applicable Governmental Authority reasonably requested by Customer and subject to the limitations and the obligations of the Parties under the \"Transitional Service Level Agreement\" (TSLA Number: QR01, TSLA Title: Transfer of Legal Manufacturers) concluded by the Parties in conjunction with the Purchasing Agreement. 3. DELIVERY CAPACITY, FORECAST 3.1 Philips shall maintain a delivery capacity, which allows Philips to deliver the Products in accordance with the Lead Times, Forecasts and Purchase Orders, but always subject to the supply limitations, if any, outlined in the Production Plan. Such Production Plan may be updated, and the production capacity may be increased only by the Parties' written agreement and any reasonable additional incremental (and documented) investment required to exclusively satisfy such increase shall be borne by Customer. 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.\n\n- 7 -\n\n\n\n\n\n3.2 Customer shall provide Philips in good faith on a monthly basis, on the later of (i) seven (7) days prior to the beginning of each calendar month a rolling [Redacted - Commercially Sensitive] forecast for the Products (including the major configuration of each Product such as field strength) (\"Forecast\") it expects to purchase during such [Redacted - Commercially Sensitive] period. Such Forecast shall be provided in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Notwithstanding any other obligation set forth herein, Customer shall give Philips at least [Redacted - Commercially Sensitive] prior written notice if, during the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus the Forecast, its purchase demand hereunder. For greater certainty, if Philips (or an Affiliate of Philips) is delayed in delivering any \"Forecast\" contemplated by the RPA, the Customer's obligations to deliver the Forecast hereunder (solely in respect of that portion of the Forecast that corresponds to the volume of Product to be sold to Philips (or an Affiliate of Philips) pursuant to the RPA) shall be tolled until Philips (or an Affiliate of Philips) delivers the corresponding \"Forecast\" under the RPA. 3.3 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. The Forecast for the period beyond this two (2) month period shall be non-binding except to the extent otherwise provided in clause 3.4. Only Purchase Orders as accepted by Philips, as set forth in clause 3.4 below, constitute an obligation for Philips to actually produce the so ordered Products and no quantities of Products in the Forecast provided by Customer shall constitute an accepted Purchase Order. 3.4 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. 3.5 The reasonable and documented costs of all materials, parts and components which have been purchased and paid for by Philips in order to meet Customer's demand as may be concluded, based on the historical operations of Philips in the ordinary course of business, on the basis of Customer's Forecast, shall be reimbursed, at inventory value without additional mark up by Customer against invoice in accordance with the payment terms of this Agreement in such instance where any such materials are not used in the production of any Products to meet any Purchase Orders of Customer within [Redacted - Commercially Sensitive] of the purchase of such materials. The same reimbursement obligation shall apply at the end of the Term for materials, parts and components then available at Philips. Such materials, parts and/or components shall be delivered to Customer [Redacted - Commercially Sensitive]. Upon payment the title of the materials, parts and/or components shall transfer to Customer.\n\n- 8 -\n\n\n\n\n\n4. PURCHASE ORDERS 4.1 Customer shall place Purchase Orders in writing (or any other mutually agreed manner of communication, e.g. email or EDI) within the Lead-Time and in accordance with the Forecast provided to Philips in accordance with clause 3. 4.2 Each Purchase Order shall be given in writing (or such other manner of communication (e-mail) as may be mutually agreed from time to time) and shall specify: (a) Purchase Order number; (b) the type (including Product name and codes) and quantity of Products ordered; (c) the requested date of Delivery; (d) destination - ship to address; (e) the services ordered for the ordered Product; and (f) such other information as Philips may reasonably request from time to time. 4.3 No Purchase Order shall be deemed to be accepted by Philips until accepted in writing (including by email or another agreed manner of communication) by Philips or as otherwise contemplated by clause 4.4 below. Philips shall not reject any Purchase Order which is placed in accordance with the Forecast, the Lead Time and otherwise in accordance with this Agreement, unless Philips is entitled to reject on the basis of clause 3.1 or 4.4. 4.4 Philips shall confirm to Customer the receipt of each Purchase Order issued hereunder (each, a \"Confirmation\") within seven (7) days following Philips's receipt thereof in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Each Confirmation must reference Customer's Purchase Order number, confirm acceptance of the Purchase Order, include a confirmed date of Delivery (which may differ from the requested one in the Purchase Order) or, solely if permitted under this clause 4.4, advise Customer of Philips's rejection of such Purchase Order, the date of acceptance or rejection and the basis for rejection, if applicable. If Philips commences performance under such Purchase Order, Philips will be deemed to have accepted the Purchase Order. Customer may withdraw any Purchase Order prior to Philips' acceptance thereof. Philips may only reject a Purchase Order if (a) the quantity ordered by Customer in such Purchase Order is inconsistent with the quantity in the applicable Forecast in accordance with clause 3.2 (as amended pursuant to clause 3.4), (b) Philips has sent Customer a Notice of termination pursuant to clause 12 or (c) the applicable Purchase Order includes terms and conditions that supplement those contained in this Agreement, which Philips is unwilling to accept. Philips may not cancel any previously accepted Purchase Order hereunder. Customer may not cancel a previously accepted Purchase Order .\n\n- 9 -\n\n\n\n\n\n5. DELIVERY, TRANSFER OF RISK AND OWNERSHIP 5.1 [Redacted - Commercially Sensitive - Delivery Details] 5.2 If Customer fails to take Delivery of ordered Products at the date of Delivery acknowledged by Philips, then Philips may deliver the Products in consignment and at Customer's risk and cost. 5.3 Philips will manufacture, handle, properly pack, mark and ship the Products in accordance with Customer's instructions provided to Philips in writing as part of the Device Master Record (\"DMR\") or as otherwise set forth in the Quality Agreement. The purchase price for the Product includes the costs of packaging as defined in the DMR, but any additional costs resulting from compliance with non-standard packaging specifications (i.e., different from as defined in the DMR) shall be added to the Price. 5.4 [Redacted - Commercially Sensitive - Delivery Details] 6. PRICE AND PAYMENT 6.1 Prices are exclusive of any federal, state or local sales, use or excise taxes and any, value added tax imposed solely as a result of the sale and transfer of the Products (VAT). Philips will list separately on its invoice any tax lawfully applicable to the relevant Purchase Order and payable by Customer, if any, with respect to which Customer does not furnish evidence of exemption. Philips is responsible for remitting any applicable VAT, sales tax, consumption tax, or any other similar tax, in each instance, that were charged to Customer under an applicable Purchase Order, to the appropriate tax authorities in accordance with applicable Laws and required timelines. Philips will issue an invoice containing wording that will allow Customer to take advantage of any applicable \"input\" tax deduction. 6.2 Purchase prices for the Products are set out in Schedule 1. Prices are firm and fixed for the Term and shall include all costs for work performed, Delivery according to this Agreement and packaging as set forth in clause 5.3 above. 6.3 Any invoices provided by Philips shall refer to the Purchase Order number and any other details required by applicable Law. Philips shall invoice for the purchase prices set out in Schedule 1 on or at any time after Delivery. 6.4 Philips invoices, compliant with the requirements of this Agreement, will be payable within [Redacted - Commercially Sensitive] following the end of the month of the date of invoice. Customer shall make all payments in Euros by check, wire transfer or automated clearing house to the bank account designated by Philips. 6.5 [Redacted - Commercially Sensitive - Late Payment Details] 6.6 [Redacted - Commercially Sensitive]\n\n- 10 -\n\n\n\n\n\n7. CONFORMITY OF PRODUCTS 7.1 Philips represents and warrants to Customer that all Products delivered and any services provided hereunder: i. conform to the Specifications on the Delivery Date [Redacted - Commercially Sensitive]; ii. unless otherwise agreed with Customer in writing, are new (do not contain any used or reconditioned parts or materials) and fit for the purposes for which they are intended; iii. are of sound workmanship, good quality and free from defects in construction, manufacture and material [Redacted - Commercially Sensitive]; iv. the manufacturing and shipment of the Product comply in all respects with applicable Laws, regulations, certification requirements, including health and safety standards and all other applicable regulatory requirements for the manufacture and shipment of Products; v. are free and clear of all liens, encumbrances, and other Claims against title; and vii. comply in all respects with the terms of this Agreement and the applicable Purchase Orders. 7.2 [Redacted - Commercially Sensitive] 7.3 [Redacted - Commercially Sensitive] the foregoing warranties will survive any inspection, delivery, acceptance, or payment by Customer and will be enforceable by Customer and its Affiliates, and their successors, assigns, subcontractors, distributors, dealers, agents and customers and all other entities combining, selling or using Products or goods into which Products have been incorporated (together, the \"Customer Parties\"), for the period set forth in clause 7.4. 7.4 Without prejudice to any other rights accruing under this Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted - Commercially Sensitive - Warranty Details]. Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder of the original Warranty Term of said Products. 7.5 In respect of failure to meet the Specifications, if Products do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate remedy, elect reasonably to have Products: i. returned to Philips for repair or replacement; ii. repaired or replaced by Philips in the field; or iii. repaired or replaced by Customer in the field, including Products in distributor inventory and Customer's installed base; or\n\n- 11 -\n\n\n\n\n\niv. returned to Philips in exchange for a full refund of the purchase price for the non-conforming Products paid under this Agreement. 7.6 Philips will bear all costs, including transportation and labor costs, in connection with the repair or replacement of, and all other costs or damages Customer may incur as a result of Products not complying with clause 7.1. If Philips agrees that Customer performs the repair, Philips will provide Customer free of charge with any replacement Product or upgrade necessary, and will reimburse Customer for all costs relating to such repair, including any related labor costs. 7.7 If Customer or any relevant Governmental Authority determines that a recall campaign is necessary, Customer will implement such recall campaign at Customer's sole cost and risk. Customer hereby covenants and agrees that it shall bear all costs and expenses related to the implementation of any such recall. In case of a recall of the Product, Philips shall at its sole cost provide full cooperation to Customer in order to achieve an efficient and effective recall by Customer. Philips shall provide such cooperation at its own costs, including internal organizational costs but not including the costs of repair, replacement, installation of Products and logistics related to the recall [Redacted - Commercially Sensitive]. For greater certainty, the obligations of the Parties pursuant to this clause 7.6 shall only apply in respect of Products sold or distributed on or after the Effective Date, and for clarity, to thwe extent there is a recall that involves any Product sold or distributed prior to the Effective Date, the covenants and obligations of the Parties pursuant to this clause 7.6 shall not apply (and shall be addressed by the terms of the Purchase Agreement). 7.8 [Redacted - Commercially Sensitive - Warranty Details] 8. QUALITY AND REGULATORY AND COMPLIANCE WITH LAWS 8.1 The Parties have entered into a Quality Agreement on or around the Effective Date, detailing Customer's requirements, as the legal manufacturer of the Product, with respect to the manufacturing of the Product by Philips as the contract manufacturer. . The Quality Agreement is deemed to be incorporated into this Agreement by reference and made a part hereof, and to the extent of a conflict between the terms of the Quality Agreement and this Agreement, the terms and provisions of this Agreement shall prevail. 8.2 Until, on a jurisdiction by jurisdiction basis, the Regulatory Transfer Date, Philips shall (a) remain the legal manufacturer of the Product according to its own quality management systems. (b) comply, in all material respects, with all applicable Laws, Philips' operation of its business and the exercise of its rights and performance of its obligations hereunder (including, the manufacture of the Product). Without limitation of the foregoing, Philips shall ensure the Product is manufactured in accordance with applicable Laws.\n\n- 12 -\n\n\n\n\n\n(c) obtain and maintain all Permits necessary for the exercise of its rights and performance of Philips' obligations under this Agreement, including any Permits required for the manufacture of the Product and the import or any materials and other manufacturing parts used in the production and manufacture of the Product, and the shipment of hazardous materials, as applicable. For purposes of this Agreement, \"Permit\" means any permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained or required to be obtained, from any Governmental Authority. 9. CHANGES TO PRODUCT 9.1 Any changes to the Product proposed by Philips shall be discussed and handled by the Parties as described in the Quality Agreement. Until execution of the Quality Agreement, the provisions of this clause 9 shall apply. 9.2 Philips shall be entitled to make changes to the Products to comply only with any applicable Laws. Without prejudice to the foregoing, it is understood and agreed that Customer (and not Philips) shall be responsible to notify Philips of any changes required to comply with any applicable Laws, as long as such applicable Laws concern the Products. 9.3 Customer may reasonably request and Philips may propose, in writing, that Philips makes a change to the method of packing, a change to the packaging, or the Products. Such request or proposal (as applicable) will include a description of the requested/proposed change sufficient to allow Philips, using commercially reasonable efforts, to evaluate the feasibility and impact on costs and other terms of such requested change, it being understood that Customer shall pay for any reasonable incremental and documented costs incurred by Philips in connection with such evaluation. All such changes are subject to Philips's written approval (and in case of a change proposal by Philips, Customer's written approval), which cannot unreasonably withheld, conditioned or delayed, it being understood that, if technically feasible and commercially reasonable, Philips shall make any changes required to comply with any applicable Laws upon Customer's written request. Philips will not be obligated to agree or accept any such request for a change nor to proceed with the requested change until the Parties have mutually agreed upon the changes to the Product's Specifications, the price, the implementation costs to be borne by Customer including, without limitation, development and other non-recurring expenses, the cost of inventory and materials that may become obsolete, and any other terms of this Agreement. 9.4 The incremental and documented costs of any changes (including any non-recurring costs such as development and re-engineering costs, as well as costs of changes to the tools used to manufacture the changed Products) shall be borne by Customer. All such charges will be charged to Customer at cost, without any additional markup. 10. INDEMNIFICATION AND LIMITATION OF LIABILITY 10.1 Indemnification by Philips (i) Philips will defend, indemnify and hold harmless Customer and its Affiliates and their respective directors, officers, employees and agents, and their successors, heirs and assigns (the \"Customer Indemnitees\") from and against all liabilities, costs, damages, Claims and expenses, including reasonable attorney's fees, arising from or related to any actual or alleged [Redacted - Commercially Sensitive - Indemnification Details].\n\n- 13 -\n\n\n\n\n\n(ii) Customer will defend, indemnify and hold harmless Philips and its Affiliates and their respective directors, officers, employees and agents, and their successors, heirs and assigns (the \"Philips Indemnitees\") from and against all liabilities, costs, damages, Claims and expenses, including reasonable attorney's fees, arising from or related to any actual or alleged [Redacted - Commercially Sensitive - Indemnification Details] 10.2 [Redacted - Commercially Sensitive - Indemnification Details] 10.3 [Redacted - Commercially Sensitive - Indemnification Details] 10.4 The limitations and exclusions set forth above in this clause 10 shall apply to the fullest extent permitted by applicable Law. 11. TOOLS 11.1 The Parties will conclude contract(s) managing the ownership and use of tools and equipment needed for the manufacturing of the Products. 12. TERM AND TERMINATION AND TRANSITION 12.1 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\"). 12.2 Customer, in its sole discretion, may terminate this Agreement, without cause, by providing six (6) months prior written notice to Philips. Philips may terminate this Agreement with immediate effect by written notice to Customer, should Customer not have filed with the specified bodies to transfer the applicable registrations within the time period specified in clause 2.3. 12.3 Without prejudice to any other right or remedy a Party may have against the other Party for breach or non-performance of this Agreement, Each Party may suspend performance of its obligations under the Agreement or terminate this Agreement upon written notice to the other Party if: (a) the other Party files a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding; (b) the other Party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding and such petition or proceeding is not dismissed within thirty (30) days from filing of such petition or proceeding;\n\n- 14 -\n\n\n\n\n\n(c) the other Party materially breaches any of its obligations under the Agreement, and the breaching failures to cure such breach within [Redacted - Commercial Sensitive - Termination Timing] after it receives written notice from the non-breaching Party to cure same; (d) [Redacted - Commercially Sensitive - Termination Timing] (e) conviction of, or commission by, the other Party or any principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect the goodwill or reputation of Customer or Philips; 12.4 If Philips causes the Agreement to be terminated, directly or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date of termination upon the terms and conditions of this Agreement. 12.5 On termination or expiry of this Agreement, each Party shall promptly: (a) return to the other Party all equipment, materials and property belonging to the other Party that the other Party had supplied to the other Party (or its Affiliates) in connection with the supply and purchase of the Products under this Agreement; (b) cooperate with the other Party to arrange for the sale and purchase of the materials, parts and components as referred to in clause 3.4; (c) return to the other Party all documents and materials (and any copies) containing the other party's Confidential Information; (d) erase all the other party's Confidential Information from its computer systems (to the extent possible); and (e) on request, certify in writing to the other Party that it has complied with the requirements of this clause. 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.\n\n- 15 -\n\n\n\n\n\n12.6 Termination of this Agreement in accordance with this clause 12, is without prejudice to any right to claim for amounts or interest accrued prior to the date of such termination under this Agreement. 12.7 All terms and conditions of this Agreement which are intended (whether expressed or not) to survive the duration or termination of this Agreement will so survive, including, for greater certainty, clauses 2.3, 2.4, 6, 10, 12, 13, 14, and 18. 12.8 Within [Redacted - Commercially Sensitive - Time Period] of the Effective Date, the parties shall negotiate, acting reasonably and in good faith, a transition plan (the \"Transition Plan\") to provide for a smooth transfer and transition of the manufacturing activities under this Agreement to Customer, an Affiliate of Customer or a third party manufacturer designated by Customer. The Transition Plan shall be negotiated based on the key transition terms outlined in Schedule 5 hereto (the \"Transition Plan Term Sheet\"). In connection with the negotiation and ultimately implementation of the Transition Plan, Parties shall install a project team which: (a) shall have a manager (\"Project Manager\"), one from Philips, who has experience in transferring manufacturing actives, and one from Customer, who has experience in setting up manufacturing activities; (b) shall be committed with sufficient capacity - made available by both Parties - to execute the Transition Plan within the given time frame (quantity), and the Parties shall ensure that sufficient and reasonable organizational resources are provided to each such Project Manager to ensure a smooth, uninterrupted and efficient transition of the manufacturing of the Product; (c) shall be sufficiently skilled and experienced with the activities under this Agreement (quality); (d) shall be fully dedicated to the timely and adequate execution of the Transition Plan. 12.9 The Parties shall perform such activities as set forth in the Transition Plan and shall otherwise perform all such obligations in good faith to ensure a smooth transfer of the manufacturing activities under this Agreement to Customer. In connection with the Transition Plan, Customer will pay all reasonable freight cost and any Philips' employee (or third parties engaged by Philips) at [Redacted - Commercial Sensitive - Billing Rate], as needed, in connection with the implementation of the Transition Plan. For greater certainty, Philips will only engage third party support to assist with the transition if such additional support is required in order to implement the Transition Plan and such additional support is previously approved by Customer in writing (not to be unreasonably withheld). If to the opinion of the Project Team, circumstances occur in which the timely and/or proper execution of the Transition Plan is obstructed, this shall be immediately reported to the relevant executive officers of both Parties for immediate resolution.\n\n- 16 -\n\n\n\n\n\n13. INTELLECTUAL PROPERTY RIGHTS 13.1 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. 13.2 Customer represents and warrants that any Product manufactured by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate any third party Intellectual Property Rights. 13.3 All right, title and interest in any and all Intellectual Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the Product (\"New Technology\"), in each case, that were developed for the Product, will be owned exclusively by Customer. 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. For greater certainty, \"New Technology\" shall exclude any (x) modification to Philips pre-existing Intellectual Property Rights (which, shall exclude any Intellectual Property Rights forming part of the \"Purchased Assets\" under the Purchase Agreement) and (y) developments developed not for the Products (collectively, \"Philips Retained Product IP'), provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable or used for the manufacturing of the Product, a non- exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)), irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize in any other way the Product. 13.4 The sale of any Products under this Agreement shall not constitute the transfer of any ownership rights or title in any Intellectual Property Rights or Know How in or to such Products. 14. CONFIDENTIALITY 14.1 Confidential Information may be disclosed by or on behalf of a Party or its Affiliates (the \"Disclosing Party\") to the other Party or its Affiliates (the \"Receiving Party\") in connection with this Agreement. Each Party agrees to keep the other Party's (and its Affiliates) Confidential Information confidential and not to reproduce or disclose such Confidential Information to any third party, or to use it for any purpose other purpose than for the purposes of this Agreement. Each Party shall protect any Confidential Information of the other Party (and its Affiliates) with the same degree of care used in protecting its own Confidential Information, but no less than a reasonable degree of care. Unless otherwise mutually agreed in writing, the Confidential Information shall remain the property of the Disclosing Party. Each party's obligation to protect the Confidential Information of the other Party shall continue for a period of [Redacted - Commercial Sensitive - Time Period] following the date of termination of this Agreement.\n\n- 17 -\n\n\n\n\n\n14.2 Each Party may disclose the other Party's Confidential Information to its and its Affiliates' employees, officers, lawyers, accountants, professional advisers, consultants and sub-contractors (collectively, \"Representatives\") or financing sources (both debt and equity) or any prospective acquirer of a Party (or substantially all of the assets related to the Products)(collectively, \"Other Recipients\") on a strict need to know basis, provided that such Representatives and Other Recipients are subject to confidentiality obligations and/or agreements at least as stringent as the confidentiality restrictions imposed by this clause 14 on the Receiving Party. 14.3 The confidentiality obligations set out in this clause 14 shall not apply to any information (but only to the extent that such information) and the definition of \"Confidential Information\" shall not be deemed to include any information that: (a) is generally available from public sources or in the public domain through no fault or breach of the Receiving Party or any of its Representatives; (b) becomes available to the Receiving Party (or any of its Affiliates) unless the Receiving Party (or such Affiliate) is aware that such source was bound by a confidentiality agreement with the Disclosing Party or any or its Representatives or otherwise under a contractual, legal, fiduciary or other obligation of confidentiality with respect such information; (c) developed independently by the Receiving Party or any of its Affiliates without use of or reliance on the Disclosing Party's (or any of its Affiliates') Confidential Information as demonstrated by written records; or (d) was known or in the possession of the Receiving Party (or any of its Affiliates) prior to its disclosure by the Disclosing Party unless the Receiving Party (or such Affiliate) is aware that the source of such information was bound by a confidentiality undertaking to the Disclosing Party (or its Affiliates) or any or its Representatives or otherwise under a contractual, legal, fiduciary or other obligation of confidentiality with respect to such information.\n\n- 18 -\n\n\n\n\n\n14.4 Notwithstanding any of the carve outs to the definition of \"Confidential Information\" contained in clause 14.3, any Confidential Information in respect of the \"Purchased Assets\" and the \"Business\" (each, as defined under the Purchase Agreement) shall be deemed the Confidential Information of Customer (the \"Transferred Confidential Information\"), and, in respect of Philips, the carve out to the definition of \"Confidential Information\" contained in clause 14.3 shall not apply to any Transferred Confidential Information, notwithstanding the fact that Philips was aware, had possession of, or independently developed any such Transferred Confidential Information prior to the Effective Date 14.5 Clause 14 does not prohibit disclosure or use of any Confidential Information if and to the extent that the disclosure or use is required by applicable Law, any judicial or administrative proceedings, or the rules of any recognized stock exchange on which the shares of any Party are listed, provided that prior to such disclosure, the Receiving Party promptly notifies the Disclosing Party of such requirement with a view to providing the Disclosing Party with the opportunity to contest such disclosure or use and/or to obtain a protective order or otherwise to agree to the timing and content of such disclosure or use and the Receiving Party shall at the request of the Disclosing Party, assist the Disclosing Party in contesting such disclosure and/or obtaining a protective order; provided further that the Receiving Party shall only disclose such portions of the Confidential Information that are strictly required to be disclosed by applicable Law, and if permitted by applicable Law, the Disclosing Party shall be provided with the opportunity to review and comment on the disclosure to be made. 14.6 Each Party reserves all rights in its and its Affiliates' Confidential Information. No rights or obligations in respect of a Party's Confidential Information other than those expressly stated in this Agreement are granted to the other Party or to be implied from this Agreement. Each Party, and its Representatives shall protect and keep confidential and shall not use, publish or otherwise disclose to any Third Party, except as permitted by this Agreement, or with the other Party's written consent, the other Disclosing Party's Confidential Information. 15. FORCE MAJEURE Notwithstanding any provision to the contrary contained in this Agreement, the Parties shall be excused from the consequences of any breach of this Agreement if and to the extent that such breach was caused in whole or in part by a Force Majeure event, provided that (a) the affected Party shall not in any material way have caused or contributed to such Force Majeure event, (b) the Force Majeure event could not have been prevented by reasonable and ordinary precautions (as would be employed by a reasonably prudent person in the position of the affected party), and (c) the Force Majeure event could not reasonably have been circumvented by the affected Party by reasonable and ordinary commercial means, such as the use of alternate suppliers or subcontractors. Notwithstanding the foregoing: (a) the existence or occurrence of a Force Majeure event shall excuse a breach of this Agreement only for such period of time as the Force Majeure event remains in existence and only to the extent that such Force Majeure event has caused in whole or in part the breach of this Agreement;\n\n- 19 -\n\n\n\n\n\n(b) the existence of a Force Majeure event that has caused a breach of this Agreement shall not prevent a Party from asserting and acting upon a breach of this Agreement that has not been caused by a Force Majeure event; (c) If a Party is not or is not expected to be able to perform any material obligation under this Agreement due to a Force Majeure event for a period of [Redacted - Commercial Sensitive - Time Period] or more, the other Party may terminate this Agreement without liability. (d) Notwithstanding the foregoing, Customer may cancel without liability any affected Purchase Orders if the Force Majeure event would result in a delay in delivery of more than [Redacted - Commercial Sensitive - Time Period]. For the purposes of this clause 15, \"Force Majeure\" means any prevention, delay, stoppage or interruption in the performance of any obligation or the occurrence of any event due to an act of God, the occurrence of enemy or hostile actions, sabotage, war, blockades, terrorist attacks, insurrections, riots, epidemics, nuclear and radiation activity or fall-out, civil disturbances, explosions, fire or other casualty, failure of energy sources, any industry-wide material shortage and changes in governmental or regulatory action or legislation or regulation, third party labour disputes or strikes or any other similar causes beyond the control of the Party seeking relief from its obligations as a result of such event, but not including, for clarity, any financial inability of Philips or any of its Affiliates or the failure of any subcontractor to perform obligations owed to Philips unless when those are caused by Force Majeure. 16. EXPORT CONTROL 16.1 Customer understands that certain transactions of Philips are subject to export control Laws and regulations, such as but not limited to the UN, EU and the USA export control Laws and regulations, (\"Export Regulations\") which prohibit export or diversion of certain products and technology to certain countries. Any and all obligations of Philips to export, re-export or transfer Products as well as any technical assistance, training, investments, financial assistance, financing and brokering will be subject in all respects to such Export Regulations and will from time to time govern the license and Delivery of Products and technology abroad by persons subject to the jurisdiction of the relevant authorities responsible for such Export Regulations. If the Delivery of Products, services and/or documentation is subject to the granting of an export or import license by certain governmental authorities or otherwise restricted or prohibited due to export/import control regulations, Philips may suspend its obligations and Customer's and/or end-user's rights until such license is granted or for the duration of such restrictions or prohibitions. Furthermore, Philips may even terminate the relevant order in all cases without incurring any liability towards Customer or end-user. 16.2 Philips undertakes to provide Customer on request and in a timely fashion, with the following information in relation to the Products: (a) The country of origin of items to be supplied; and\n\n- 20 -\n\n\n\n\n\n(b) The applicable export control classification number of items known by Philips to be so subject to control. 16.3 Each Party will provide the other with reasonable assistance when applying for export licences for the Product. 16.4 Customer warrants that it will comply in all respects with the export, re-export and transfer restrictions set forth in such Export Regulations or in export licenses (if any) for every Product. Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer is providing in the first sentence of this clause 16.4 from such third party. 16.5 Customer shall take all commercially reasonable actions in a manner consistent with industry practice, that are within its reasonable control to help minimize the risk of a customer/purchaser or end-user contravening such Export Regulations. 17. REGULATORY MATTERS Until execution of the Quality Agreement, the following provision shall govern the regulatory aspects of the activities under this Agreement. 17.1 Regulatory Actions Customer and Philips agree to notify each other within two (2) Business Days of any regulatory action affecting the Product. 17.2 Government Inspections, Compliance Review and Inquiries 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. Philips shall give Customer prompt written notice of any upcoming inspections or audits by a Governmental Authority, governmental entity or any third party entity authorized by a Governmental Authority of the Philips facility or any of the foregoing, shall provide Customer with a written summary of such inspection or audit within five (5) Business Days following completion thereof. Philips agrees to use commercially reasonable efforts to promptly rectify or resolve any deficiencies (consisting of any failure to meet applicable regulatory requirements under applicable Law then in force) noted by a Governmental Authority, governmental entity or any third party entity authorized by a Governmental Authority in a report or correspondence issued to Philips or Customer. Subject to any specific arrangements agreed upon by the parties and subject to any limitations due to the fact (and until) Philips is the legal manufacturer, Customer shall be responsible for communicating with any Governmental Authority concerning the Product or the marketing, distribution, sale use of the Product, and Philips shall provide Customer with such assistance as Customer may reasonably require to assist it in such communications. Philips shall have no such communications specifically related to the Product, except to the extent (and notwithstanding its confidentiality undertakings in this Agreement) that they relate to Philips's manufacture, testing, storage and preparation for shipment of Product under this Agreement or as required of Philips directly by the Governmental Authority (including but not limited to due to the fact (and until) Philips is the legal manufacturer of the Product), in which case Philips shall be responsible for such communications. Notwithstanding the foregoing and except to the extent that an immediate or urgent communication is necessary under the circumstances or required by applicable Law, Philips in good faith shall consult in advance with Customer regarding all communications with any Governmental Authority that relate to Product or to Philips' ability to manufacture the Product pursuant to this Agreement.\n\n- 21 -\n\n\n\n\n\n17.3 Complaints and Adverse Events Philips and Customer shall fully comply with the terms of the Quality Agreement regarding their respective obligations and responsibilities with respect to any complaints or adverse events regarding the Product and other activities related to this Agreement. 17.4 Records Philips shall maintain, and provide Customer reasonable access to, all records, both during and after the termination or expiration of this Agreement, in accordance with the Quality Agreement. The cost of any off-site storage of such records after the Term of this Agreement shall be borne by Customer and invoiced on a calendar quarter basis. After the Term, Customer may elect to have such records delivered to it upon reimbursing Philips for its reasonable costs of such transfer. 17.5 Testing, Documentation, and Quality Assurance Philips shall maintain, and provide Customer reasonable access to, accurate and complete production records with respect to the manufacture of the Product in accordance with the Quality Agreement. The Parties agree to execute, and shall comply with their respective obligations and duties set forth in, the Quality Agreement. To the extent that there is any conflict between the terms of this Agreement and the Quality Agreement, the terms of this Agreement shall govern. 17.6 Cooperation as to Adverse Events, Product Inquiries and Recalls Each Party shall provide to each other in a timely manner all information which the other party reasonably requests regarding the Product in order to enable the other party to comply with all applicable Laws. Without limiting the foregoing, each Party will cooperate fully with the other party in connection with any recall efforts and mandatory problem reporting to Governmental Authorities as more fully detailed in the Quality Agreement.\n\n- 22 -\n\n\n\n\n\n18. MISCELLANEOUS 18.1 Entire Agreement This Agreement, together with the Quality Agreement and the Purchase Order, contains the entire agreement between the Parties relating to the subject matter of this Agreement, to the exclusion of any terms implied by applicable Law which may be excluded by contract, and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement. Each Party acknowledges that it has not been induced to enter into this Agreement by any representation, warranty or undertaking not expressly set out in this Agreement. 18.2 Severability If any provision in this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any applicable Law, then: (a) such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement shall not be affected; (b) the Parties shall use reasonable efforts to agree a replacement provision that is legal, valid and enforceable to achieve so far as possible the intended effect of the illegal, invalid or unenforceable provision. 18.3 Notices Any notice or other communication required or permitted to be given to any Party hereunder shall be in writing and shall be given to such Party at such Party's address set forth below, or such other address as such Party may hereafter specify by notice in writing to the other Party. Any such notice or other communication shall be addressed as aforesaid and given by: (a) delivered personally; (b) sent by an internationally recognized overnight courier service such as Federal Express; or (c) e-mail transmission, Philips' details: PHILIPS MEDICAL SYSTEMS NEDERLAND B.V. Address: PHILIPS MEDICAL SYSTEMS NEDERLAND B.V. P.O. Box 10.000 5680 DA Best, The Netherlands\n\n- 23 -\n\n\n\n\n\nAttention: [Redacted - Personal Information], Operations Manager MR Best Email: [Redacted - Personal Information] With copy to: Legal Department PMSN BV  Veenpluis 4-6 5684 PC Best Building QX2 Email: The Company's details: PROFOUND MEDICAL INC. Address: Profound Medical Inc. 2400 Skymark Avenue, Unit #6 Mississauga, ON, L4W 5K5, Canada Attention: Arun Menawat E-mail: [Redacted - Personal Information] With copy to: Torys LLP Suite 3000, P.O. Box 270 79 Wellington Street West TD Centre Toronto, ON M5K 1N2 Attention: Cheryl Reicin Any notice or other communication will be deemed to have been duly given: (A) on the date of service if served personally; (B) on the Business Day after delivery to an international overnight courier service, provided receipt of delivery has been confirmed; or (C) on the date of transmission if sent via e-mail transmission, provided confirmation of receipt is obtained promptly after completion of transmission and provided that transmission via e-mail is followed promptly by delivery via one of the methods in Clause 18.3(a) or (b) above. 18.4 Assignment This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. 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. Except as provided above, without prior written consent of the other Party, any assignment or pledge of rights under this Agreement by a Party to a Third Party shall have no effect vis-\u00e0-vis such Third Party.\n\n- 24 -\n\n\n\n\n\n18.5 Independent Contractors The Parties to this Agreement are independent contractors and nothing in this Agreement shall operate to create a relationship of agency, partnership or employment between the Parties and neither Party shall have any right or authority to act on behalf of the other nor to bind the other by contract or otherwise (except as expressly permitted by the terms of this Agreement). 18.6 Headings Headings used in this Agreement are for convenience only and shall not affect the interpretation. 18.7 Amendments and Waiver No amendment of this Agreement shall be effective unless such amendment is in writing and signed by or on behalf of each of the Parties. No waiver of any provision of this Agreement shall be effective unless such waiver is in writing and signed by or on behalf of the Party entitled to give such waiver. 18.8 Disputes and Applicable 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. The applicability of the UN Convention on Contracts for the International Sale of Goods (Vienna convention) is explicitly excluded. Any dispute arising out of or in connection with this Agreement shall be resolved in the manner provided in Sections 12.1 and 12.2 of the Purchase Agreement. 18.9 Counterparts This Agreement may be executed in multiple counterparts, each of which shall be deemed an original. Signatures submitted by facsimile and electronically transmitted signatures as to which authenticity can reasonably be confirmed, shall be valid. 18.10 Third Party Rights Save as expressly otherwise stated, this Agreement does not contain a stipulation in favour of a Third Party.\n\n- 25 -\n\n\n\n\n\n18.11 Costs Except as otherwise provided in this Agreement, all costs which a Party has incurred or shall incur in preparing, concluding or performing this Agreement are for that Party's own account. 18.12 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. 18.13 Further Assurances Each Party shall at its own costs and expenses from time to time execute such documents and perform such acts and things as the other Party may reasonably require to give the other Party the full benefit of this Agreement.\n\n- 26 -\n\n\n\n\n\nIN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized representatives of the parties as of the dates set forth below. PHILIPS MEDICAL SYSTEMS PROFOUND MEDICAL INC. NEDERLAND B.V. By: /s/ Iwald Mons By: /s/ Arun Menawat Name: Iwald Mons Name: Arun Menawat Title: M&A Project Leader Title: Chief Executive Officer Date: July 31, 2017 Date: July 31, 2017\n\n\n\n\n\n[Redacted - Commercially Sensitive - Schedules concerning Product specifications, details, pricing, lead times, production plan and transition details]"}]}, {"title": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "Outsourcing Agreement", "answer_start": 3978}], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Customer", "answer_start": 1624}, {"text": "M&I", "answer_start": 126}, {"text": "Tri City National Bank", "answer_start": 4075}, {"text": "Marshall & Ilsley Corporation", "answer_start": 4166}], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "16th day of February, 1998", "answer_start": 4032}], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "\"Effective Date\" shall mean February 16, 1998", "answer_start": 8413}], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "\"Term\" shall mean the period commencing on the Effective Date and terminating on the eighth anniversary of the Commencement Date, unless the Agreement is extended in accordance with its provisions.", "answer_start": 11350}], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 12966}], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 91221}], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 50579}, {"text": "M&I may, at any time, withdraw any of the Services (other than the Core Services) upon providing ninety (90) days' prior written notice to Customer.", "answer_start": 48394}], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [{"text": "If a Change in Control occurs with respect to Customer, M&I agrees to continue to provide Services under this Agreement; provided that (a) M&I's obligation to provide Services shall be limited to the entities comprising the Customer prior to such Change in Control and (b) M&I's obligation to provide Services shall be limited in any and all circumstances to the number of accounts and items processed in the 3-month period prior to such Change in Control occurring plus 25%.", "answer_start": 90687}], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 92704}], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "(ii) a minimum monthly fee (\"Monthly Base Fee\") for certain bundled data processing Services, based on the volume of resource units used to provide such Services.", "answer_start": 33996}, {"text": "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.", "answer_start": 46908}, {"text": "These costs and charges are included in one or more of the following categories:", "answer_start": 33795}], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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:\n\n     A.   M&I ceases to do business or refuses to provide the Services to Customer; or\n\n     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.", "answer_start": 99380}], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "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:\n\n     A.   M&I ceases to do business or refuses to provide the Services to Customer; or\n\n     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.", "answer_start": 99380}], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 100245}, {"text": "M&I shall be responsible for the cost of maintaining and updating the source code escrow including any fees to be\n\n\n\n\n\npaid to DSI.", "answer_start": 99075}, {"text": "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\").", "answer_start": 98587}, {"text": "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:\n\n     A.   M&I ceases to do business or refuses to provide the Services to Customer; or\n\n     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.", "answer_start": 99380}, {"text": "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.", "answer_start": 98887}], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": false}, {"answers": [{"text": "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\").", "answer_start": 52690}, {"text": "As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer.", "answer_start": 53345}, {"text": "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.", "answer_start": 53100}], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 86886}, {"text": "M&I shall provide without charge to Customer, upon written request, one copy of the audit report resulting from such review.", "answer_start": 87062}], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "Notwithstanding any provision in the Agreement to the contrary, M&I's liability to Customer for claims arising out of the ACH Services performed by M&I pursuant to this Section 6.5 shall be limited to errors and omissions which are caused solely by M&I's gross negligence or willful misconduct and which cannot be remedied through the processing of appropriate corrected ACH Entry(ies).", "answer_start": 30794}, {"text": "Neither Customer nor M&I shall be liable for, nor will the measure of any damages in any event include, any indirect, incidental, punitive, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to performance or non-performance under this Agreement.", "answer_start": 57109}, {"text": "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.", "answer_start": 57646}, {"text": "Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:\n\n          A.   Costs of recreating or reloading any of Customer's information that is lost or damaged;\n\n          B.   Costs of implementing a work-around in respect of a failure to provide the Services;\n\n          C.   Costs of replacing lost or damaged equipment, software, and materials;\n\n          D.   Costs and expenses incurred by Customer to correct errors in software maintenance and enhancements provided as part of the Services;\n\n          E.   Costs and expenses incurred by Customer to procure the Services from an alternate source, to the extent in excess of M&I's charges under this Agreement; and\n\n          F.   Straight time, overtime, or related expenses incurred by Customer, including overhead allocations of Customer for Customer's employees, wages and salaries of additional employees, travel expenses, overtime expenses, telecommunication charges, and similar charges, due to failure of M&I to provide the Services or incurred in connection with subsections (A) through (E) above, to the extent that such straight time, overtime, or related expenses exceed what Customer would have paid to M&I if M&I were providing the Services, and limited to the amount that M&I would have paid to Customer under subsection (E) above if Customer chose to procure the Services from an alternate source.", "answer_start": 55464}], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 50579}, {"text": "Customer acknowledges that the Termination for Convenience Fee and the Termination for Cause Fee are each a reasonable approximation of such damages and shall be deemed to be liquidated damages and not a penalty.", "answer_start": 58478}, {"text": "If M&I terminates this Agreement following an Event of Default on the part of Customer, or if Customer terminates this Agreement in accordance with Section 11.1 above without complying with the notification requirements set forth in Section 11.1, then Customer shall pay M&I a termination fee (\"Termination for Cause Fee\") in an amount equal to REDACTED of the Estimated Remaining Value, payable as set forth in Section 11.1 above.", "answer_start": 51699}], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": false}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "Throughout the Term of this Agreement, M&I shall maintain at all times at its own cost and expense:\n\n               1.   Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual\n\n\n\n\n\nliability and independent contractors, with primary limits of not less than two million dollars ($2,000,000).\n\n               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).\n\n               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.\n\n               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.", "answer_start": 58759}, {"text": "All  policies of such insurance shall be written by a carrier or carriers rated \"A\" or above by Best, shall contain a clause requiring the carrier to give Customer at least thirty (30) days' prior written notice of any material change or cancellation of coverage for any reason, and simultaneously with M&I's execution of this Agreement, and annually thereafter, at Customer's request, M&I shall deliver to Customer original Certificates of Insurance evidencing the coverage required by this Section.", "answer_start": 59742}], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "OUTSOURCING AGREEMENT\n\nBY AND BETWEEN\n\nTRI CITY NATIONAL BANK\n\nand\n\nMARSHALL & ILSLEY CORPORATION acting through its division M&I DATA SERVICES\n\nDATED AS OF\n\nFebruary 16, 1998\n\nTABLE OF CONTENTS\n\nPage 1. DEFINITIONS  1.1 Background  1.2 Definitions      1.3 References  1.4 Interpretation   2. TERM    2.1 Initial Term     2.2 Extensions  3. APPOINTMENT  3.1 Performance by M&I Affiliates   3.2 Third Party Services  3.3 Proper Instructions   4. CONVERSION   4.1 Banking Applications  4.2 Development of Conversion Plan  4.3 Conversion Resources  4.4 Conversion Milestones      5. OUTSOURCING OF TRUST SERVICES    6. BANKING APPLICATIONS   6.1 Services to be Rendered    6.2 Banking Application Processing  6.3 Corporate Support Services      6.4 Item Processing Services   6.5 Automated Clearing House Services    6.6 Home Banking and Internet Services   6.7 Retail Delivery Systems    6.8 Visa Check/MasterMoney Card Services      6.9 EFT Services     7. FACILITIES MANAGEMENT  8. FEES    8.1 Fee Structure    8.2 Conversion  8.3 Pricing and Operational Assumptions  8.4 Banking Applications Services   8.5 Corporate Support Services      8.6 Item Processing Services   8.7 Management Services   8.8 Visa Check/MasterMoney Card Services      8.9 EFT Services     8.10 Training and Education    8.11 Excluded Costs  8.12 Disputed Amounts     8.13 Terms of Payment     8.14 Modification of Terms and Pricing   9. PERFORMANCE STANDARDS  9.1 General     9.2 Banking Applications  10. MODIFICATION OR TERMINATION OF SERVICES   10.1 Modifications to Services      10.2 Partial Termination by M&I     10.3 Partial Termination by Customer     10.4 Development of Custom Software\n\n\n\n\n\n11. TERMINATION      11.1 For Convenience      11.2 For Cause  11.3 Following Change in Control of Customer  11.4 Termination Assistance    12. EVENTS OF DEFAULT; REMEDIES     12.1 By M&I     12.2 By Customer     12.3 Remedies   13. DAMAGES     13.1 Direct Damages  13.2 No Consequential Damages  13.3 Equitable Relief     13.4 Limitation of Liability   13.5 Liquidated Damages   14. INSURANCE AND INDEMNITY    14.1 Insurance  14.2 Indemnity  14.3 Indemnification Procedures     15. DISPUTE RESOLUTION    15.1 Representatives of Parties     15.2 Continuity of Performance      16. REPRESENTATIONS AND WARRANTIES  16.1 By M&I     16.2 By Customer     17. CONFIDENTIALITY AND OWNERSHIP   17.1 Customer Data   17.2 M&I Systems     17.3 Confidential Information  17.4 Obligations of the Parties     17.5 Security   18. MANAGEMENT OF PROJECT      18.1 Account Representatives   18.2 Change Control Procedures      18.3 Reporting and Meetings    18.4 Development Projects and Technical Support    19. REGULATORY COMPLIANCE      20. DISASTER RECOVERY     20.1 Disaster Recovery Plan    20.2 Relocation      20.3 Resumption of Services    20.4 Annual Test     21. GENERAL TERMS AND CONDITIONS    21.1 Force Majeure   21.2 Transmission of Data      21.3 Equipment and Network     21.4 Reliance on Data     21.5 Data Backup     21.6 Balancing and Controls    21.7 Use of Services      21.8 Regulatory Assurances     21.9 IRS Filing      21.10 Affiliates     21.11 Future Acquisitions      22. MISCELLANEOUS PROVISIONS   22.1 Governing Law   22.2 Venue and Jurisdiction    22.3 Entire Agreement; Amendments   22.4 Assignment      22.5 Relationship of Parties   22.6 Notices    22.7 Headings   22.8 Counterparts    22.9 Waiver     22.10 Severability   22.11 Attorneys' Fees and Costs     22.12 Financial Statements     22.13 Publicity      22.14 Solicitation   22.15 No Third Party Beneficiaries  22.16 Construction   23. SOURCE CODE      23.1 Escrow     23.2 Copy of Source Code  23.3 Cost of Escrow  23.4 Customer's Right to Obtain the Source Code    23.5 Use of Source Code\n\nSchedules\n\n4.2  Conversion Plan 6.2  Banking Application Services 8.1  Fee Schedule\n\nExhibits\n\nA    RDS Agreement B    ACH Authorization Agreement C    Attorney-in-Fact Appointment D    Affidavit\n\nOUTSOURCING AGREEMENT\n\n\n\n\n\n     This Outsourcing Agreement (\"Agreement\") is made as of the 16th day of February, 1998, by and between Tri City National Bank, a Wisconsin corporation (including its Affiliates, \"Customer\") and Marshall & Ilsley Corporation, a Wisconsin corporation, acting through its division, M&I Data Services (\"M&I\").\n\n     In consideration of the payments to be made and services to be performed hereunder, the parties agree as follows:\n\n1.   DEFINITIONS\n\n1.1  Background.\n\n     This Agreement is being made and entered into with reference to the following facts:\n\nA.   Customer provides, through its Information Systems Department, systems development and operations, data processing, telecommunications and other information technology services for itself, and on behalf of its customers.\n\nB.   M&I, through its divisions, subsidiaries and Affiliates, is a provider of data processing, systems development and operations, corporate support and item processing, home banking, internet banking, retail delivery services, trust data processing, and other services.  M&I desires to perform for Customer the outsourcing services described in this Agreement.\n\nC.   In reliance on its own independent analysis, and after careful evaluation of M&I's proposal and other alternatives, Customer has selected M&I to provide the Services (as defined in Section 1.2) to Customer.  This Agreement documents the terms and conditions under which Customer agrees to purchase and M&I agrees to provide the Services.\n\n1.2  Definitions.\n\n     The following terms shall have the meaning ascribed to them in this Section 1.2:\n\nA.   \"Affiliate\" shall mean, with respect to a party, any entity at any time Controlling, Controlled by or under common Control with, such party.\n\nB.   \"Bank\" shall mean each of the subsidiary financial institutions of Customer.\n\nC.   \"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.\n\nD.   \"Commencement Date\" shall mean the date on which Conversion for all Banks has been completed.  The parties anticipate the Commencement Date to be November 16, 1998.\n\nE.   \"Contract Year\" shall mean a period commencing on the first day of the month in which the Commencement Date occurs (and each anniversary thereof) and terminating on the last date of the month occurring one (1) year thereafter.\n\nF.   \"Control\" shall mean the direct or indirect ownership of over 50% of the capital stock (or other ownership interest, if not a corporation) of any entity or the possession, directly or indirectly, of the power to direct the management and policies of such entity by ownership of voting securities, by contract or otherwise.  \"Controlling\" shall mean having Control of any entity and \"Controlled\" shall mean being the subject of Control by another entity.\n\nG.   \"Conversion\" shall mean (i) the migration of Customer's data processing and other information technology services to the M&I system; (ii) completion of upgrades of other software modifications as set forth in this Agreement; and (iii) completion of all interfaces set forth in this Agreement and full integration thereof such that Customer is able to receive the Services in accordance with the criteria set forth in the Conversion Plan (as defined in Section 4.2 below).\n\nH.   \"Conversion Date\" for a particular Bank shall mean the date on which M&I has completed the Conversion for the processing of the Services.\n\nI.   \"Conversion Period\" for a particular Bank shall mean that portion of the Term beginning on the Effective Date and ending on the Conversion Date.\n\nJ.   \"Core Services\" shall mean services provided by M&I's Deposit System, Loan System and Customer Information System.\n\nK.   \"Damages\" shall mean all direct, actual and verifiable losses, liabilities, damages and claims and related costs and expenses (including reasonable attorneys' fees and court costs, costs of investigation, litigation, settlement, judgment, interest and penalties) but excluding any and all consequential, incidental, punitive and exemplary damages.\n\n L.  \"Effective Date\" shall mean February 16, 1998.\n\nM.   \"Effective Date of Termination\" shall mean the last day on which M&I provides the Services to Customer (excluding any Termination Assistance) following delivery of a notice of termination.\n\n\n\n\n\nN.   \"Estimated Remaining Value\" shall mean the number of calendar months remaining between the Effective Date of Termination and the last day of the Term, multiplied by the greater of (a) the Monthly Base Fee (as defined in Section 8.1 below) plus any other minimum monthly fee set forth in the Fee Schedule; and (b) the average monthly Fees payable by Customer during the three-month period prior to the event giving rise to termination rights under this Agreement.\n\nO.   \"Expenses\" shall mean any and all direct, pass through expenses incurred by M&I for any equipment, personnel, postage, supplies, materials, travel, lodging or services of any kind provided to or for Customer under this Agreement; provided that Customer shall not be charged travel and living expenses for M&I employees traveling to and from any site within Milwaukee, Waukesha, Ozaukee and Racine Counties in Wisconsin, in connection with providing any services or training to Customer.\n\n          P.   \"Initial Services\" shall mean those Services requested by Customer from M&I under this Agreement as of the Effective Date.\n\nQ.   \"Millennium Compliant\" shall mean the compliance of the Services with the guidelines established by the Federal Financial Institutions Examination Council (\"FFIEC\") issued in May, 1997 and any subsequent guidelines issued by the FFIEC or the Federal Regulators (as defined in Section 21.8(A)) in connection with the identification and renovation of issues relating to the data processing of the year 2000.\n\nR.   \"Network\" shall mean the data communication lines and related software, data circuits, cabling and equipment which M&I is to install, manage or operate in accordance with the Systems Integration Agreement.\n\nS.   \"Operations Center\" shall mean the datacenter used by M&I o provide some of the Services under this Agreement.\n\nT.   \"Performance Standards\" shall mean those service levels set forth in Article 9.\n\nU.   \"Proper Instructions\" shall mean the manner in which Customer shall provide instructions to M&I, as set forth in Section 3.3 below.\n\nV.   \"Services\" shall mean the services, functions and responsibilities described in this Agreement to be performed by M&I during the Term following each Conversion Date.\n\nW.   \"Taxes\" shall mean any manufacturers, sales, use, gross receipts, excise, personal property or similar tax or duty assessed by any governmental or quasi-governmental authority upon or as a result of the execution or performance of any service pursuant to this Agreement or materials furnished with respect to this Agreement, except any income, franchise, privilege or like tax on or measured by M&I's net income, capital stock or net worth.\n\nX.   \"Term\" shall mean the period commencing on the Effective Date and terminating on the eighth anniversary of the Commencement Date, unless the Agreement is extended in accordance with its provisions.\n\nY.   \"User Manuals\" shall mean the documentation provided by M&I to Customer which describes the features and functionalities of each of the Accounts DP Services (defined in Section 6.2 below), as modified and updated by the customer bulletins distributed by M&I from time to time.\n\n1.3  References.  In this Agreement and the schedules and exhibits attached hereto, which are hereby incorporated and deemed a part of this Agreement, references and mention of the word \"include\" and \"including\" shall mean \"includes, without limitation\" and \"including, without limitation\", as applicable.\n\n1.4  Interpretation.  In the event of a conflict between this Agreement and the terms of any exhibits and schedules attached hereto, the terms of the schedules and exhibits shall prevail and control the interpretation of the Agreement and the exhibits and schedules as a single document.\n\n2.   TERM\n\n2.1  Initial Term.  The initial term of this Agreement shall be the Term, unless extended or earlier terminated in accordance with this Agreement.\n\n2.2  Extensions.  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.  Customer shall exercise its option, if at all, by delivering written notice to M&I at least five (5) months prior to expiration of the Term.\n\n3.   APPOINTMENT\n\n 3.1 Performance by M&I Affiliates.  Customer understands and agrees that Marshall & Ilsley Corporation is a bank holding company and that the actual performance of the Services may be made by the divisions, subsidiaries and/or Affiliates of Marshall & Ilsley Corporation.  For purposes of this\n\n\n\n\n\nAgreement, performance of the Services by any division, subsidiary or Affiliate of Marshall & Ilsley Corporation shall be deemed performance by Marshall & Ilsley Corporation itself.   3.2  Third Party Services.  The parties acknowledge that certain services and information necessary for the performance of the Services may be provided by third parties.  M&I agrees that the performance and warranties contained in this Agreement shall apply to the Initial Services even if the same are to be performed by third parties.  Except as specifically stated in this Section 3.2, M&I shall have no liability to Customer for information supplied by, or services performed by, third parties in conjunction with the Services.\n\n3.3  Proper Instructions.\n\nA.   M&I shall be deemed to have received \"Proper Instructions\" upon receipt of written or oral instructions which M&I believes in good faith to be signed or given by any person(s) whose name(s) and signature(s) are listed on the most recent certificate delivered by Customer to M&I which lists those persons authorized to give orders, corrections and instructions in the name of and on behalf of Customer.\n\nB.   Proper Instructions shall specify the action requested to be taken or omitted.  Proper Instructions shall include instructions sent to M&I or its agent(s) by letter, memorandum, telegram, cable, telex, telecopy facsimile, video (CRT) terminal or other \"on-line\" system, or similar means of communication, or given orally over the telephone or in person by a person authorized by Customer pursuant to Section 3.4(A) to provide Proper Instructions.  Proper Instructions shall include any file transmission received by M&I from Customer, or any agent of Customer who is thereof authorized in writing.\n\n4.   CONVERSION\n\n4.1  Banking Applications.  The parties agree to use their best efforts to perform the Conversion of all Banks to M&I's service bureau system on or before November 16, 1998.\n\n4.2  Development of Conversion Plan.  M&I has, in consultation with Customer, begun developing a detailed, customized plan for the Conversion (the \"Conversion Plan\").  The Conversion Plan includes (i) a description of the tasks to be performed for the Conversion; (ii) allocation of responsibility for each of such tasks; and (iii) the schedule on which each task is to be performed.  The Conversion project leaders for each party shall regularly communicate on the progress of the Conversion, the feasibility of the Conversion Dates specified in the Conversion Plan, and such other matters which may affect the smooth transition of the Services.  Customer agrees to maintain an adequate staff of persons who are knowledgeable with the systems currently used by Customer.  Customer further agrees to provide such services and to perform such obligations as are specified as Customer's responsibility in the Conversion Plan and as necessary for Customer to timely and adequately meet the scheduled dates set forth therein.  Customer also agrees to cooperate fully with all reasonable requests of M&I made necessary to effect the Conversion in a timely and efficient manner.  The Conversion Plan (as it exists on the date of this Agreement and as it may be amended from time to time by the mutual agreement of the parties) is attached hereto as Schedule 4.2.  Customer agrees to pay M&I for the costs of the Conversion in accordance with the provisions of Section 8.1.\n\n4.3  Conversion Resources.  M&I and Customer will provide a team of qualified experts to assist in the conversion effort.  The team and their responsibilities are outlined below.\n\nA.   M&I Relationship Manager.  This individual shall be responsible for the overall implementation of all aspects of the Conversion and shall be the key liaison between Customer and M&I.\n\nB.   Conversion Project Manager.  M&I will provide a team to the Conversion effort.  The team members and their responsibilities are defined as follows:\n\nConversion Project Manager - Will have the responsibility and accountability for the Bank Conversion as assigned.  The project manager will direct the effort of the Conversion team.  He/she will be responsible for managing the goals and will provide assessment of project risks.\n\nProduct Consultant - Will direct the efforts of the product team assigned by M&I.  Areas the product consultant is responsible for include:  data mapping and conversion, development efforts, education and training, and third party integration activities.\n\nTechnical Consultant - The technical consultant assigned manages the network implementation, the operational set-up at M&I, coordination of the data from the existing processors, conversion programmer development activities, and connectivity to third party processors.\n\nConversion Programmers and Representative - This team of conversion professionals will work with Customer on the mapping of the data to be converted, development of program specifications and the program development.  This team will assist in building the processing parameters, and provide assistance to Customer through the week of Conversion.\n\n     The Conversion will be supported by the development staff, the network planner and implementation team, the branch automation team, and other resources within M&I that has responsibility for components of the solution\n\n\n\n\n\nto be delivered to Customer.\n\nC.   Customer.  Customer shall provide a Conversion team to complement the efforts of the M&I Conversion team, and to provide some consistency and direction.  The recommended team structure would be as follows.\n\nConversion Project Coordinator - The coordinator would have responsibility for the overall Conversion process and the management of the Conversion team.  He/she would work to ensure that the people are given proper direction, and that all Conversion events are executed to meet the established goals, and to maintain consistency among the project teams.\n\nConversion Project Manager - A project manager would be assigned to complement the M&I conversion project manager.  The project manager would have a team assembled to work on the Conversion.  The Project manager would assist in ensuring that the tasks on the project plan are executed and that the project remains on schedule.  He/she would work with the M&I conversion manager to do risk assessment and evaluate overall project status.\n\nConversion Representatives - Core teams of Conversion representatives shall be assigned to assist in establishing consistency in approach and execution.  These teams would work closely with the M&I Conversion team.  Primary areas of responsibility include:  procedure development and adherence to the procedure, assist in evaluating the readiness of the converting institution, assist in the data mapping and test report review exercise, and work with the M&I Conversion team  during the Conversion week.\n\nIt is recommended that dedicated conversion representatives be established to support the following applications:  Deposits, Loans, General Ledger, CIS, and Branch Automation.\n\nConversion Trainers - The core group of trainers will be dedicated to the Conversion and shall be responsible for development and execution of the training curriculum to Customer's staff.  This group will be trained by M&I using the train-the-trainer approach.\n\nBank Balancers - A core group of Customer's staff would be trained on balancing the M&I applications.  This group, in conjunction with M&I, would assist in providing support during Conversion.\n\n4.4  Conversion Milestones.  During the conversion process for each of the Banks, M&I will analyze Customer's products, the setup of bank control, analyze and verify Customer's test data, analyze Customer's training needs and perform workflow analysis.  During the next phase, Customer shall verify the converted test data and identify any changes to the Conversion programs.  A review (\"Readiness Review\") will then be performed as a dress rehearsal to ensure that M&I and Customer are prepared to Convert.  M&I and Customer shall mutually agree to and sign off on the Readiness Review assuring the Bank is prepared to Convert to the Services.  The stabilization phase takes place approximately three (3) to four (4) weeks prior to Conversion, during which time software programs, bank control and interface tables are completed and stabilized.  Changes, if any, are managed and require approval of both M&I and Customer.  Finally, the Conversion phase includes the Conversion weekend and Conversion week support.  The M&I Project Team manages the Conversion weekend, working with Customer's existing processors to meet targeted deadlines.  During the Conversion week, M&I will provide support on site for Customer.  On a daily basis, M&I and Customer will have status update meetings to understand levels of self sufficiency and areas requiring attention.\n\n5.   OUTSOURCING OF TRUST SERVICES  INTENTIONALLY OMITTED\n\n6.   BANKING APPLICATIONS\n\n6.1  Services to be Rendered.  M&I agrees to provide Customer with the services set forth in this Article.\n\n6.2  Banking Application Processing.  M&I agrees to provide Customer with the accounts data processing services (\"Accounts DP Services\") set forth in attached Schedule 6.2, in accordance with the User Manuals.  Schedule 6.2 identifies certain Services which are included in the Monthly Base Fee (as described in Section 8.2 below) as well as those Services to be charged to Customer based on the actual usage of resources.\n\n6.3  Corporate Support Services.  INTENTIONALLY OMITTED\n\n6.4  Item Processing Services.  INTENTIONALLY OMITTED\n\n6.5  Automated Clearing House Services.  The following terms and conditions shall apply to the provision of ACH Services:\n\nA.   Definitions.  The following terms, as referenced from the NACHA Rules, shall have the following meanings for the purposes of the Agreement:\n\n1.   \"Applicable Law\" means the NACHA Rules, the rules of local ACH Associations, the rules of any and all ACH Operators, and other applicable law.\n\n2.   \"Automated Clearing House Operator\" or \"ACH Operator\" means the central clearing facility, operated by a Federal Reserve Bank (FRB) or a private organization, which receives entries from the ODFI or the third party processor acting as an agent for the ODFI, and distributes entries to the appropriate RDFI or the third party processor acting as an agent for the RDFI, and performs the settlement functions for the affected financial\n\n\n\n\n\ninstitutions.\n\n3.   \"Originating Depository Financial Institution\" or \"ODFI\" means the institution that receives the payment instructions from the Originators and forwards the entries to the ACH Operator.\n\n4.   \"Originator\" means a person that has authorized an ODFI to transmit a credit or debit entry to the deposit account of an RDFI.\n\n5.   \"Receiving Depository Financial Institution\" means the institution that receives ACH entries from the ACH Operator and posts them to the accounts of its depositors.\n\nB.   General.  Customer hereby authorizes M&I to initiate and receive automated clearing house (\"ACH\") debit entries, adjustments to debit entries and credit entries to Customer's account indicated below, to credit and/or debit the same to such account, and to provide various ACH services, as described below, to Customer pursuant to the terms and conditions specified herein. The ACH entries covered shall hereinafter be referred to as the \"ACH Entries.\"  Except as otherwise provided herein, the terms used in this Section 6.5 shall have the same meanings as ascribed to such terms in the Operating Rules of the National Automated Clearing House Association, as in effect from time to time (the \"NACHA Rules\").\n\nC.   ACH Services.\n\n1.   M&I shall act as Customer's agent for initiating and transmitting ACH Entries to the appropriate ACH Operator.  In addition, M&I shall act as Customer's agent for receiving ACH Entries from an ACH Operator.  For all ACH Entries initiated by M&I pursuant to this Agreement, Customer, and not M&I, shall be the ODFI when M&I receives payment instructions directed to Customer's routing number from an Originator, or the RDFI when M&I receives ACH Entries directed to Customer's routing number from an ACH Operator.\n\n2.   M&I shall transmit ACH Entries in accordance with the format requirements of the NACHA Rules to an ACH Operator using Customer's Routing Number.  M&I shall receive ACH Entries on behalf of Customer that are transmitted to M&I by an ACH Operator.  M&I shall provide reports to Customer, as described in the M&I ACH Manual (the \"Service Manual\").  If agreed to between Customer and M&I, M&I shall provide for the posting of ACH Entries to Customer deposit accounts.\n\n3.   All warranties of an ODFI or RDFI prescribed under Applicable Law shall be in effect and applicable to Customer, and not M&I, with respect to all ACH Entries.\n\n4.   M&I may provide additional ACH services as requested by Customer and agreed to by M&I in writing.\n\nD.   M&I PC ACH Services.  Customer may provide its business depositors with access to M&I's ACH Services as provided in M&I's PC ACH User Manual (the \"PC ACH Service\").  Customer shall be responsible for informing M&I prior to permitting a new depositor to begin using the PC ACH Service.  Customer also shall inform M&I whether any credit limit shall apply to the ACH Entries of a depositor utilizing the PC ACH Service.\n\nE.   Customer Depositor Inquiries; Erroneous or Rejected ACH Entries.\n\n1.   Customer shall be responsible for handling all inquiries of its depositors regarding ACH Entries, including but not limited to inquiries regarding credits or debits to a depositor's account resulting from an ACH Entry.  M&I agrees to reasonably assist Customer in responding to such inquiries by providing information to Customer concerning ACH Entries.\n\n2.   As described in the Service Manual, M&I shall provide reports to Customer showing errors and rejections resulting from ACH Entries transmitted on behalf of Customer during a particular day.  It shall be Customer's responsibility to research and correct such ACH Entries.\n\nF.   Credit Limits.\n\n1.   Customer may from time to time establish one or more credit limits applicable to ACH Entries involving a particular depositor or all depositors of Customer.  Such credit limits may be established by written notice from Customer and shall be implemented by M&I as soon as reasonably practicable.\n\n2.   In the event that an ACH Entry exceeds a credit limit established pursuant to this Section 6(F), M&I shall promptly give oral or written notice to Customer.  Customer may either approve the ACH Entry as an exception to the credit limit, request that it be held over to the next day, or reject such ACH Entry provided, however, that any exception to the credit limit must be approved in writing by Customer.\n\nG.   Service Manuals; PC ACH User Manual.\n\n 1.  M&I shall provide Customer with copies of M&I's current Service Manual and PC ACH User Manual and any updates to such manuals.  Customer agrees to comply with the requirements of such manuals.\n\n2.   It shall be Customer's responsibility, and Customer is authorized, to forward a copy of the PC ACH User Manual, and any updates to the PC ACH User Manual, to Customer's depositors that utilize the PC ACH Service.\n\nH.   Compliance With Applicable Law.\n\n\n\n\n\n1.   Each party shall be bound by, and comply with, Applicable Law.  Neither party shall have any responsibility for the other's compliance with Applicable Law, nor any liability to any person for the other's failure to comply with Applicable Law.  Each party shall indemnify the other and hold it harmless from any and all liabilities, claims, costs, expenses and damages of any nature (including but not limited to reasonable attorney's fees, allocated costs of staff counsel, expenses of litigation and any fees and expenses incurred in enforcing this provision) arising out of or related to any dispute or legal action by any party alleging a violation of Applicable Law by the indemnifying party.\n\n2.   Without limiting the generality of subsection 6.5(G)(1), prior to providing ACH origination services, Customer shall enter into an agreement with the Originator in compliance with the NACHA Rules, including but not limited to the requirement of the NACHA Rules that such agreement include a provision whereby the Originator agrees to be bound by the NACHA Rules.  M&I shall have no responsibility for ensuring that such Originators have entered into such agreements.\n\nI.   Limitation On Liability.\n\n1.   M&I is acting solely in its capacity as agent for Customer in connection with the initiation, transmission and receipt of ACH Entries on behalf of Customer.  As agent, M&I shall be under no obligation to provide funds to any party to settle for any ACH Entry received or initiated by M&I.  Upon notification from Customer of the occurrence of an error or omission with respect to an ACH Entry, M&I shall promptly furnish corrected ACH Entry(ies) to an ACH Operator, unless the NACHA Rules prohibit the processing of the correct ACH Entry(ies).  Notwithstanding any provision in the Agreement to the contrary, M&I's liability to Customer for claims arising out of the ACH Services performed by M&I pursuant to this Section 6.5 shall be limited to errors and omissions which are caused solely by M&I's gross negligence or willful misconduct and which cannot be remedied through the processing of appropriate corrected ACH Entry(ies).\n\n2.   M&I shall make reasonable efforts to deliver ACH Entries to Customer or to an ACH Operator, as appropriate, prior to any applicable deadline for such delivery.  M&I does not guarantee timely delivery.  M&I shall have no liability to Customer as a result of any late delivery, unless such late delivery is (i) caused solely by the gross negligence or wilful misconduct of M&I and (ii) made more than 24 hours delayed from its scheduled deadline.\n\n6.6  Home Banking and Internet Services.  INTENTIONALLY OMITTED\n\n     6.7  Retail Delivery Systems.  M&I agrees to provide the licenses, products, interfaces and network management services associated with the PC Teller and Sales Partner/BankerInsight software, in accordance  with the Retail Delivery Systems Agreement (\"RDS Agreement\") set forth in attached Exhibit A.  Customer shall execute the RDS Agreement contemporaneously with execution of this Agreement.\n\n     6.8  Visa Check/MasterMoney Card Services.  M&I agrees to provide the Visa Check card (\"Bankcard Services\") as further described on Schedule 6.2.  Customer agrees to use M&I primarily for Customer's Bankcard Services data processing.\n\n          A.   Customer has membership in Visa U.S.A. Inc.  Customer shall provide M&I with copies of its fully executed Visa U.S.A. Inc. membership agreement promptly after execution of this Agreement by Customer.\n\n          B.   Customer shall comply with the articles, bylaws, operating regulations, rules, procedures and policies of Visa U.S.A. Inc. and shall be solely responsible, as between Customer and M&I, for any claims, liabilities, lawsuits and expenses arising out of or caused by Customer's failure to comply with the same.  Customer agrees to maintain an account at Tri City National Bank and Customer hereby authorizes M&I to charge any amounts due to M&I, for Bankcard Services, against any credits due to Customer to Customer's account whether or not such charges create overdrafts.\n\n     6.9  EFT Services.  M&I agrees to provide the EFT services more particularly described on Schedule 6.2.\n\n          A.   Customer understands and agrees that M&I may terminate EFT services immediately in the event M&I's access to any shared electronic funds transfer system is terminated by the network provider.  Customer further agrees that the software used to provide the EFT services may not be available for license by Customer.\n\n7.   FACILITIES MANAGEMENT  INTENTIONALLY OMITTED\n\n8.   FEES\n\n     8.1  Fee Structure.  Schedule 8.1 attached hereto (the \"Fee Schedule\") sets forth the costs and charges to be paid by Customer for the Services.  These costs and charges are included in one or more of the following categories:\n\n          (i)  one-time fees associated with Conversion, software licenses, interfaces and consulting fees;\n\n          (ii) a minimum monthly fee (\"Monthly Base Fee\") for certain bundled data processing Services, based on the volume of resource units used to provide such Services.  Increases in actual volumes shall result in additional charges based on resource Units used, which charges are further\n\n\n\n\n\ndescribed in the Fee Schedule; and\n\n          (iii)     an hourly or daily fee for programming, training and related Services.\n\n     8.2  Conversion.  Customer agrees to pay M&I the fees relating to the Conversion on the terms and conditions set forth on the Fee Schedule (\"Conversion Fees\").  In addition to the Conversion Fees, Customer agrees to (i) reimburse M&I for all Expenses reasonably incurred in connection with the Conversion; (ii) for all Conversion charges of additional accounts as they are incurred or for the Conversion of products not identified in the Conversion Plan; (iii) for M&I personnel or any independent contractors who perform Conversion or related services which are identified as the responsibility of the Customer in the Conversion Plan; and (iv) for Conversion charges which may arise after the Conversion or with respect to accounts which are not currently Customer accounts which are later converted to the M&I system.\n\n     8.3  Pricing and Operational Assumptions.  The Fee Schedule sets forth the operational and pricing assumptions made by M&I following completion of its preliminary due diligence of Customer's requirements and its evaluation of information provided by Customer.  If, prior to the Conversion Date, the parties determine that one of more of the pricing or operational assumptions listed in the Fee Schedule is inaccurate or incomplete in any material respect, the parties will negotiate in good faith regarding an equitable adjustment to any materially and adversely impacted provisions of this Agreement.\n\n     8.4  Banking Applications Services.  Following the Conversion of the Accounts DP Services, Customer agrees to pay to M&I the fees for the Accounts DP Services as set forth on the Fee Schedule.\n\n     8.5  Corporate Support Services.  INTENTIONALLY OMITTED\n\n     8.6  Item Processing Services.  INTENTIONALLY OMITTED\n\n     8.7  Management Services.  INTENTIONALLY OMITTED\n\n     8.8  Visa Check/MasterMoney Card Services.  Following commencement of the Bankcard Services, Customer agrees to pay to M&I the fees set forth on the Fee Schedule.  Notwithstanding any provision to the contrary in the Agreement, or any general discount specified in the Fee Schedule, the fees for Bankcard Services shall not be subject to any discounts.  In addition to the charges specified on the Fee Schedule, Customer shall be responsible for all interchange fees and all dues, fees and assessments established by and owed to Visa U.S.A. Inc. and/or MasterCard International for the processing of Customer's transactions.\n\n     8.9  EFT Services.  Following the commencement of the EFT Services, Customer agrees to pay to M&I the fees set forth on the Fee Schedule subject to the discounts specified in the Fee Schedule.  Such discount shall not apply to any EFT service which is not a part of M&I's 1997 standard published priced list.  In addition to the charges specified on the Fee Schedule, Customer shall be responsible for all interchange and network provider fees for the processing of Customer's transactions.\n\n     8.10 Training and Education.\n\n          A.   M&I shall provide training in accordance with the training schedule to be developed pursuant to the Conversion Plan.  The sessions shall be held at an M&I Datacenter location to be determined by M&I.  Customer shall be responsible for all Expenses incurred by the participants in connection with such education and training.\n\n          B.   M&I will provide two (2) copies each of the User Manuals (other than for branch systems covered under the RDS Agreement) to Customer.  When said manuals are updated M&I will provide two (2) copies each of the replacement or additional pages.  Additional copies of the User Manuals may be purchased by Customer at M&I's then current published price list.\n\n     8.11 Excluded Costs.  The fees set forth in the Fee Schedule do not include communication costs, telecommunication charges, printline charges and other output costs, Expenses, third party pass-thru charges, workshop fees, training fees and late fees or charges and Taxes.\n\n     8.12 Disputed Amounts.  If Customer disputes any charge or amount on any invoice and such dispute cannot be resolved promptly through good faith discussions between the parties, Customer shall pay the amounts due under this Agreement less the disputed amount, and the parties shall diligently proceed to resolve such disputed amount.  An amount will be considered disputed in good faith if (i) Customer delivers a written statement to M&I on or before the due date of the invoice, describing in detail the basis of the dispute and the amount being withheld by Customer, (ii) such written statement represents that the amount in dispute has been determined after due investigation of the facts and that such disputed amount has been determined in good faith, (iii) such dispute has been submitted by Customer for resolution to the proper party, and (iv) all other amounts due from Customer that are not in dispute have been paid in accordance with the terms of this Agreement.  If agreement with respect to the disputed amount is not reached within thirty (30) days after the date on which payment was due, Customer shall pay the disputed amount into an interest-bearing independent escrow account for the benefit of the prevailing party, pending resolution of the dispute.\n\n     8.13 Terms of Payment.  All \"one-time\" fees shall be paid to M&I as\n\n\n\n\n\nset forth in the Fee Schedule.  All minimum monthly fees (including the Monthly Base Fee) are due in advance on the first day of the calendar month in which the Services are to be performed, prorated for any partial month.  To effect payment of such minimum monthly fees, Customer hereby authorizes M&I to initiate debit entries from and, if necessary, initiate credit entries and adjustments to Customer's account at the depository institution designated in the ACH Authorization Agreement attached hereto as Exhibit B, which shall be executed by Customer contemporaneously with the execution of this Agreement.  All other amounts due hereunder shall be invoiced by M&I and shall be payable within thirty (30) days of invoice, unless otherwise provided in the Fee Schedule.  Customer shall also pay any collection fees and Damages incurred by M&I in collecting payment of the charges and any other amounts for which Customer is liable under the terms and conditions of this Agreement.\n\n     8.14 Modification of Terms and Pricing.\n\n          A.   Following any Event of Default by Customer and pending completion of the dispute resolution procedures set forth in Article 15, Customer agrees that all charges for Services shall be computed using M&I's then-current standard published prices, paid in advance, as determined by M&I.  Upon Customer's cure of all such Event(s) of Default, the pricing terms shall revert to that which were in place prior to the Event(s) of Default.\n\n          B.   REDACTED\n\n          C.   Customer shall be entitled to receive discounts on certain Services as specifically set forth in the marked up price list made part of the Fee Schedule.\n\n9.   PERFORMANCE STANDARDS\n\n     9.1  General.  Except as otherwise specified in this Agreement, M&I agrees to perform the Services in accordance with the Performance Standards and, where there are no Performance Standards, in a commercially reasonable manner and with no other or higher degree of care.  M&I's performance under this Agreement shall be excused to the extent any delays are caused by the occurrence of an event of force majeure.\n\n     9.2  Banking Applications.  Subject to the nonoccurrence of an event of force majeure as provided in Section 21.1 of this Agreement and the performance of Customer's obligations essential to M&I's performance of its obligations, M&I agrees that the Accounts DP Services will be provided in accordance with the following standards (the \"Performance Standards\").\n\n          A.   Batch Processing. M&I will initiate batch processing and have bank operations reports available for transmission to Customer or make the processed item and reports available, within five (5) hours on all (but two) processing days in a calendar month [fifteen (15) hours at year end] provided M&I receives all input data from Customer at the Operations Center by 1:00 a.m. (local time of the Operations Center).\n\n          B.   On-line Availability.  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.  The time prescribed by Customer for each banking day for which on-line computing facilities shall be made available for each product or service is set forth below.  \"Availability\" for purposes of this paragraph shall be expressed as a percentage for each calendar month and shall be the number 100 less the ratio of (i) time period of unscheduled outages over (ii) total time prescribed less the time period of scheduled outages.\n\n                    Service Availability      ATM1 Monday-Thursday     12:01 a.m.     -    12:00 midnight  Friday              12:01 a.m.     -    12:00 midnight  Saturday       12:01 a.m.     -    12:00 midnight  Sunday         12:01 a.m.     -      2:00 a.m.                   6:00 a.m.        12:00 midnight\n\nCardbase Management System Monday - Thursday   7:00 a.m. -    12:00 midnight Friday              7:00 a.m. -    12:00 midnight Saturday       7:00 a.m. -    12:00 midnight Sunday         7:00 a.m. -    12:00 midnight\n\nCIS & Deposit System Monday - Thursday   7:00 a.m. -    12:00 midnight Friday              7:00 a.m. -    12:00 midnight Saturday       7:00 a.m. -    12:00 midnight Sunday         7:00 a.m. -    12:00 midnight\n\nLoan System Monday - Thursday   7:00 a.m. -    12:00 midnight Friday              7:00 a.m. -    12:00 midnight Saturday       7:00 a.m. -    12:00 midnight Sunday         7:00 a.m. -    12:00 midnight\n\nGeneral Ledger Monday - Thursday   7:00 a.m. -    12:00 midnight Friday              7:00 a.m. -    12:00 midnight Saturday       7:00 a.m. -    12:00 midnight\n\n\n\n\n\nSunday         7:00 a.m. -    12:00 midnight\n\nInformation Desktop Monday - Thursday   7:00 a.m. -    12:00 midnight Friday              7:00 a.m. -    12:00 midnight Saturday       7:00 a.m. -    12:00 midnight Sunday         7:00 a.m. -    12:00 midnight\n\nTeller System Monday - Thursday   6:45 a.m. -    12:00 midnight Friday              6:45 a.m. -    12:00 midnight Saturday       6:45 a.m. -    12:00 midnight Sunday         6:45 a.m. -    12:00 midnight\n\nIRS Government Reporting System Monday - Thursday   7:00 a.m. -    12:00 midnight Friday              7:00 a.m. -    12:00 midnight Saturday       7:00 a.m. -    12:00 midnight Sunday         7:00 a.m. -    12:00 midnight\n\nAccount Analysis Monday - Thursday   7:00 a.m. -    12:00 midnight Friday              7:00 a.m. -    12:00 midnight Saturday       7:00 a.m. -    12:00 midnight Sunday         7:00 a.m. -    12:00 midnight\n\nSafe Box Monday - Thursday   7:00 a.m. -    12:00 midnight Friday              7:00 a.m. -    12:00 midnight Saturday - Sunday   7:00 a.m. -    12:00 midnight\n\nVRU 1 Monday - Thursday   12:01 a.m.     -    12:00 midnight Friday              12:01 a.m.     -    12:00 midnight Saturday       12:01 a.m.     -    12:00 midnight Sunday         12:01 a.m.     -       2:00 a.m.                   6:00 a.m.        12:00 midnight\n\nBank Control Monday - Thursday   7:00 a.m. -    12:00 midnight Friday              7:00 a.m. -    12:00 midnight Saturday       7:00 a.m. -    12:00 midnight Sunday         7:00 a.m. -    12:00 midnight\n\nAccount Reconciliation Monday - Thursday   7:00 a.m. -    6:45 p.m. Friday              7:00 a.m. -    9:30 p.m. Saturday       7:00 a.m. -    4:30 p.m.\n\nDeposit Teller1 Monday - Thursday   12:01 a.m.     -    12:00 midnight Friday              12:01 a.m.     -    12:00 midnight Saturday       12:01 a.m.     -    12:00 midnight Sunday         12:01 a.m.     -      2:00 a.m.                   6:00 a.m.        12:00 midnight\n\n_____________________\n\n     1    M&I's objective is to provide 24 x 7 hour availability for these systems.  M&I does however need to perform regular technical maintenance (e.g., NCP maintenance), CPU IPLs, DASD installs, IHS gens, etc.).  This type of maintenance is performed between 2:00 a.m. and 6:00 a.m. CST/CDT.  These activities may result in system downtime during this window.\n\n          C.   Processing Time.  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.  Should M&I not be able to perform in accordance with the Performance Standards because Customer failed to acquire network or equipment recommended by M&I, or such additional network or equipment as may be reasonably necessary based on the circumstances, M&I shall notify Customer in writing and Customer shall either acquire such network and/or equipment or accept the response time that is achieved.\n\n          D.   Service Level Credits.  REDACTED\n\n10.  MODIFICATION OR TERMINATION OF SERVICES\n\n     10.1 Modifications to Services.  M&I may modify, amend, enhance, update, or provide an appropriate replacement for the software used to provide the Services, or any element of its systems at any time to: (i) improve the Services or (ii) facilitate the continued economic provision of the Services to Customer or M&I, provided that the functionality of the Services is not materially adversely affected.\n\n     10.2 Partial Termination by M&I.  M&I may, at any time, withdraw any of the Services (other than the Core Services) upon providing ninety (90) days' prior written notice to Customer.  M&I may also terminate any of the Services immediately upon any final regulatory, legislative, or judicial\n\n\n\n\n\ndetermination that providing such Services is inconsistent with applicable law or regulation or upon imposition by any such authority of restrictions or conditions which would detract from the economic or other benefits to M&I or Customer to any element of the Services.  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.\n\n     10.3 Partial Termination by Customer.\n\n          A.   Customer acknowledges and agrees that the Monthly Base Fee pricing offered to Customer by M&I is based on certain services provided by M&I's Integrated Banking System.  Customer agrees that, during the Term, Customer shall be required to obtain from M&I all of those Services which are included in the Monthly Base Fee, as set forth on Schedule 6.2.\n\nREDACTED\n\n     10.4 Development of Custom Software.  M&I reserves the right to determine the programming (whether hardware or software) utilized by M&I with the equipment used in fulfilling its duties under this Agreement.  All programs (including ideas and know-how and concepts) developed by M&I are and shall remain M&I's sole property.  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\").  M&I may make such Developed Software available to any of its other customers; provided, however, if Customer has paid for such Developed Software and M&I offers, as part of M&I's standard price list, a separate service resulting exclusively from such Developed Software, M&I will refund, or credit, to Customer a portion of any amounts paid for such Developed Software on terms and conditions agreed to by the parties prior to commencement of work on the Developed Software.\n\n11.  TERMINATION\n\n     11.1 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.  The Termination for Convenience Fee shall apply to any early termination of this Agreement other than pursuant to an Event of Default on the part of Customer or M&I or pursuant to Section 11.3 below.  Fifty percent of the Termination for Convenience Fee shall be paid to M&I within thirty (30) days following the date of Customer's notice and the remaining 50% shall be paid to M&I within thirty (30) days prior to the Effective Date of Termination.  In addition to the foregoing, Customer shall pay to M&I, any unamortized Conversion or other costs, reasonable Expenses in connection with the disposition of equipment, facilities and contracts related to M&I's performance of the Services on behalf of Customer.  The Termination for Convenience Fee shall not be subject to the limitations set forth in Section 13.4.\n\n     11.2 For Cause.\n\n          A.   If M&I terminates this Agreement following an Event of Default on the part of Customer, or if Customer terminates this Agreement in accordance with Section 11.1 above without complying with the notification requirements set forth in Section 11.1, then Customer shall pay M&I a termination fee (\"Termination for Cause Fee\") in an amount equal to REDACTED of the Estimated Remaining Value, payable as set forth in Section 11.1 above.  In addition to the foregoing, Customer shall pay to M&I, reasonable Expenses in connection with the disposition of equipment, facilities and contracts related to M&I's performance of the Services on behalf of Customer.  The Termination for Cause Fee shall not be subject to the limitations set forth in Section 13.4.\n\n          B.   If Customer terminates this Agreement following an Event of Default on the part of M&I, Customer shall not be responsible for any termination fees or charges as a result thereof.\n\nREDACTED\n\n     11.4 Termination Assistance.  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.  As part of the Termination Assistance, M&I shall assist Customer to develop a plan for the transition of all data processing services from M&I to Customer or its designee on a reasonable schedule developed by Customer.  Prior to providing any Termination Assistance, M&I shall deliver to Customer a good faith estimate of all such Expenses and charges including, without limitation, charges for custom programming services.  Customer understands and agrees that all Expenses and charges for Termination Assistance shall be computed in accordance with M&I's then-current rates for such products, materials and services.  Nothing contained herein shall obligate Customer to receive Termination Assistance from M&I.\n\n12.  EVENTS OF DEFAULT; REMEDIES\n\n\n\n\n\n     12.1 By M&I.  It shall be an Event of Default on the part of M&I if: (i) M&I becomes insolvent, or a receiver of conservator shall be appointed with respect to M&I; or (ii) M&I shall fail to perform any of its obligations under this Agreement which have a material adverse effect on Customer, and such failure is not cured within 30 days after written notice from Customer; or (iii) M&I fails to meet any Performance Standard and such failure is not cured within ninety (90) days after written notice from Customer.\n\n     12.2 By Customer.  It shall be an Event of Default on the part of the Customer if: (i) Customer becomes insolvent, or a receiver of conservator shall be appointed with respect to the Customer; or (ii) Customer shall fail to pay any sum due M&I within the prescribed time period, and such failure continues for ten days after written notice thereof from M&I; or (iii) Customer shall fail to perform any of its other obligations under this Agreement which have a material adverse effect on M&I, and such failure is not cured within 30 days after written notice from M&I.\n\n     12.3 Remedies.  Following an Event of Default, the non-defaulting party shall have the right to and commence the dispute resolution procedures set forth in Article 15 or to terminate this Agreement and collect its Damages.\n\n13.  DAMAGES\n\n     13.1 Direct Damages.  Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:\n\n          A.   Costs of recreating or reloading any of Customer's information that is lost or damaged;\n\n          B.   Costs of implementing a work-around in respect of a failure to provide the Services;\n\n          C.   Costs of replacing lost or damaged equipment, software, and materials;\n\n          D.   Costs and expenses incurred by Customer to correct errors in software maintenance and enhancements provided as part of the Services;\n\n          E.   Costs and expenses incurred by Customer to procure the Services from an alternate source, to the extent in excess of M&I's charges under this Agreement; and\n\n          F.   Straight time, overtime, or related expenses incurred by Customer, including overhead allocations of Customer for Customer's employees, wages and salaries of additional employees, travel expenses, overtime expenses, telecommunication charges, and similar charges, due to failure of M&I to provide the Services or incurred in connection with subsections (A) through (E) above, to the extent that such straight time, overtime, or related expenses exceed what Customer would have paid to M&I if M&I were providing the Services, and limited to the amount that M&I would have paid to Customer under subsection (E) above if Customer chose to procure the Services from an alternate source.\n\n     13.2 No Consequential Damages.  Neither Customer nor M&I shall be liable for, nor will the measure of any damages in any event include, any indirect, incidental, punitive, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to performance or non-performance under this Agreement.\n\n     13.3 Equitable Relief.  Either party may seek equitable remedies, including specific performance and injunctive relief, for a breach of the other party's obligations under this Agreement.\n\n     13.4 Limitation of 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.  No lawsuit or other action may be brought by either party hereto, or on any claim or controversy based upon or arising in any way out of this Agreement be brought, after one (1) year from the date on which the cause of action arose; provided, however, the foregoing limitation shall not apply to the collection of any amounts due under this Agreement.\n\n     13.5 Liquidated Damages.  Customer acknowledges that M&I shall suffer a material adverse impact on its business if this Agreement is terminated pursuant to Sections 11.1 or 11.2(A) and that the resulting damages may not be susceptible of precise determination.  Customer acknowledges that the Termination for Convenience Fee and the Termination for Cause Fee are each a reasonable approximation of such damages and shall be deemed to be liquidated damages and not a penalty.\n\n14.  INSURANCE AND INDEMNITY\n\n     14.1 Insurance.\n\n          A.   Throughout the Term of this Agreement, M&I shall maintain at all times at its own cost and expense:\n\n               1.   Commercial General Liability Insurance covering its premises, including bodily injury, property damage, broad form contractual\n\n\n\n\n\nliability and independent contractors, with primary limits of not less than two million dollars ($2,000,000).\n\n               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).\n\n               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.\n\n               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.\n\n          B.   All  policies of such insurance shall be written by a carrier or carriers rated \"A\" or above by Best, shall contain a clause requiring the carrier to give Customer at least thirty (30) days' prior written notice of any material change or cancellation of coverage for any reason, and simultaneously with M&I's execution of this Agreement, and annually thereafter, at Customer's request, M&I shall deliver to Customer original Certificates of Insurance evidencing the coverage required by this Section.\n\n     14.2 Indemnity.\n\n          A.   By Customer.  Customer shall indemnify M&I from, and defend M&I against, any liability or expenses arising out of or relating to (i) the inaccuracy  or untruthfulness of any representation or warranty made by Customer to M&I, (ii) a violation of Federal, state, or other laws or regulations for the protection of persons or members of a protected class or category of persons by Customer or its employees or agents, (iii) sexual discrimination or harassment by Customer or its employees or agents, (iv) work-related injury or death caused by Customer or its employees or agents, (v) tangible personal or real property damage or financial or monetary loss incurred by M&I resulting from Customer's acts or omissions, or those of its employees or agents and (vi) those matters included in Section 6.6(B) above.  Customer shall be responsible for any costs and Expenses incurred by M&I in connection with the enforcement of this Paragraph A.\n\n          B.   By M&I.  M&I shall indemnify Customer from, and defend Customer against, any liability or expenses arising out of or relating to (i) any claim by a third party that the Services or M&I's software infringe upon any United States patent, copyright or trademark of a third party, (ii) any claim by a third party in respect of services or systems provided by M&I to a third party, (iii) the inaccuracy or untruthfulness of any representation or warranty made by M&I to Customer, (iv) a violation of Federal, state, or other laws or regulations for the protection of persons or members of a protected class or category of persons by M&I or its employees or agents (v) sexual discrimination or harassment by M&I, its employees, or agents, (vi) work-related injury or death caused by M&I, its employees, or agents, and (vii) tangible personal or real property damage or financial or monetary loss incurred by Customer resulting from M&I's acts or omissions or those of its employees or agents.  M&I shall be responsible for any costs and Expenses incurred by Customer in connection with the enforcement of this Paragraph B.\n\n     14.3 Indemnification Procedures.  If any third party makes a claim covered by this Section against an indemnitee with respect to which such indemnitee intends to seek indemnification under this Section, such indemnitee shall give notice of such claim to the indemnifying party, including a brief description of the amount and basis therefor, if known.  Upon giving such notice, the indemnifying party shall be obligated to defend such indemnitee against such claim, and shall be entitled to assume control of the defense of the claim with counsel chosen by the indemnifying party, reasonably satisfactory to the indemnitee.  Indemnitee shall cooperate fully with, and assist, the indemnifying party in its defense against such claim in all reasonable respects.  The indemnifying party shall keep the indemnitee fully apprised at all times as to the status of the defense.  Notwithstanding the foregoing, the indemnitee shall have the right to employ its own separate counsel in any such action, but the fees and expenses of such counsel shall be at the expense of such indemnitee; provided, however (1) if the parties agree that it is advantageous to the defense for the indemnitee to employ its own counsel or (2) in the reasonable judgment of the indemnitee, based upon an opinion of counsel which shall be provided to the indemnifying party, representation of both indemnifying party and the indemnitee would be inappropriate under applicable standards of professional conduct due to actual or potential conflicts of interest between them, then reasonable fees and expenses of the indemnitee's counsel shall be at the expense of the indemnifying party, provided that the indemnifying party approves such counsel.  Neither the indemnifying party nor any indemnitee shall be liable for any settlement of action or claim effected without its consent.  Notwithstanding the foregoing, the indemnitee shall retain, assume, or reassume sole control over all expenses relating to every aspect of the defense that it believes is not the subject of the indemnification provided for in this section.  Until both (a) the indemnitee receives notice from indemnifying party that it will defend, and (b) the indemnifying party assumes such defense, the indemnitee may, at any time after ten (10) days from the date notice of claim is given to the indemnifying party by the indemnitee, resist or otherwise defend the claim or, after consultation with and consent of the indemnifying party, settle or otherwise compromise or pay the claim.  The indemnifying party shall pay all costs of indemnity arising out of or relating to that defense and any such settlement, compromise, or payment.  The indemnitee shall keep the indemnifying party fully apprised at all times as to the status of the defense.  Following indemnification as\n\n\n\n\n\nprovided in this Section, the indemnifying party shall be subrogated to all rights of the indemnitee with respect to the matters for which indemnification has been made.\n\n15.  DISPUTE RESOLUTION\n\n     15.1 Representatives of Parties.  All disputes arising under or in connection with this Agreement shall initially be referred to the Account Representatives (as defined in Section 18.1).  If the Account Representatives are unable to resolve the dispute within five (5) business days after referral of the matter to them, the managers of the Account Representatives shall attempt to resolve the dispute.  If, after five (5) days they are unable to resolve the dispute, senior executives of the parties shall attempt to resolve the dispute.  If, after give (5) days they are unable to resolve the dispute, the parties shall submit the dispute to the chief executive officers of the parties for resolution.\n\n     15.2 Continuity of Performance.  M&I acknowledges that the provision of the Services is critical to the business and operations of Customer.  Accordingly, in the event of a dispute between Customer and M&I, during the pendency of the dispute resolution proceedings described in this Article 15, M&I shall continue to provide the Services and Customer shall continue to pay any undisputed amounts to M&I.\n\n16.  REPRESENTATIONS AND WARRANTIES\n\n     16.1 By M&I.  M&I represents and warrants that:\n\n          A.   Capability of Computer Systems and Software.  M&I's computer systems (hardware and software) are capable of performing the Services in accordance with the provisions of this Agreement.\n\n          B.   User Manuals.  The reports made available to Customer shall be in substantial conformity with the customer bulletins and the User Manuals, as amended from time to time, copies of which have been, or will be, provided to Customer.\n\n          C.   Rights.  M&I has the right to provide the Services hereunder, using all computer software required for that purpose.\n\n          D.   Organization and Approvals.  M&I is a validly organized corporate entity with valid authority to enter into this Agreement.  This Agreement has been duly authorized by all necessary corporate action.\n\n          E.   Millennium Compliance.  The Services, including any software interfaces and enhancements created by M&I, shall be Millennium Compliant on or before December 31, 1998.  Any modification to make the Services Millennium Compliant shall be made by M&I at no additional charge.\n\n          F.   Disclaimer of Warranties.  EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 16.1, M&I DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.\n\n     16.2 By Customer.  Customer represents and warrants that:\n\n          A.   Organization.  It is a corporation validly existing and in good standing under the laws of the State of its incorporation;\n\n          B.   Authority.  It has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the execution, delivery and performance of this Agreement has been duly authorized by Customer and this Agreement is enforceable in accordance with its terms against Customer;\n\n          C.   Approvals.  No approval, authorization or consent of any governmental or regulatory authorities required to be obtained or made by Customer in order for Customer to enter into and perform its obligations under this Agreement; and\n\n          D.   Compliance.  In connection with its obligations under this Agreement, Customer shall comply with all applicable federal, state and local laws, rules and regulations and shall obtain all applicable permits and licenses.\n\n17.  CONFIDENTIALITY AND OWNERSHIP\n\n     17.1 Customer Data.  Customer shall remain the sole and exclusive owner of all Customer Data and other Confidential Information (as hereinafter defined), regardless of whether such data is maintained on magnetic tape, magnetic disk, or any other storage or processing device.  All such Customer Data and other Confidential Information shall, however, be subject to regulation and examination by the appropriate auditors and regulatory agencies to the same extent as if such information were on Customer's premises.  \"Customer Data\" means any and all data and information of any kind or nature submitted to M&I by Customer, or received by M&I on behalf of Customer, in connection with the Services.\n\n     17.2 M&I Systems.  Customer acknowledges that it has no rights in any software, systems, documentation, guidelines, procedures and similar related materials or any modifications thereof provided by M&I, except with respect to Customer's use of the same during the Term to process its data.        17.3 Confidential Information.  \"Confidential Information\" of a party\n\n\n\n\n\nshall mean all confidential or proprietary information and documentation of such party, whether or not marked as such, including without limitation with respect to Customer, all Customer Data.  Confidential Information shall not include: (i) information which is or becomes publicly available (other than by the person or entity having the obligation of confidentiality) without breach of this Agreement; (ii) information independently developed by the receiving party; (iii) information received from a third party not under a confidentiality obligation to the disclosing party; or (iv) information already in the possession of the receiving party without obligation of confidence at the time first disclosed by the disclosing party.  The parties acknowledge and agree that the substance of the negotiations of this Agreement, and the terms of this Agreement are considered Confidential Information subject to the restrictions contained herein.  Neither party shall use, copy, sell, transfer, publish, disclose, display, or otherwise make any of the other party's Confidential Information available to any third party without the prior written consent of the other.\n\n     17.4 Obligations of the Parties.  M&I and Customer shall hold the Confidential Information of the other party in confidence and shall not disclose or use such Confidential Information other than for the purposes contemplated by this Agreement, and shall instruct their employees, agents, and contractors to use the same care and discretion with respect to the Confidential Information of the other party or of any third party utilized hereunder that M&I and Customer each require with respect to their own most confidential information, but in no event less than a reasonable standard of care, including but not limited to, the utilization of security devices or procedures designed to prevent unauthorized access to such materials.  Each party shall instruct its employees, agents, and contractors of its confidentiality obligations hereunder and not to attempt to circumvent any such security procedures and devices.  Each party's obligation under the preceding sentence may be satisfied by the use of its standard form of confidentiality agreement, if the same reasonably accomplishes the purposes here intended.  All such Confidential Information shall be distributed only to persons having a need to know such information to perform their duties in conjunction with this Agreement.\n\n     17.5 Security.  M&I shall be responsible for, and shall establish and maintain safeguards against, a disaster, loss or alteration of the Customer Data in the possession of M&I.  Such safeguard shall be no less rigorous than that M&I uses to protect its own data of a similar nature.\n\n18.  MANAGEMENT OF PROJECT\n\n     18.1 Account Representatives.  Each party shall cause an individual to be assigned to the position of Account Representative to devote time and effort to management of the Services under this Agreement.  Neither party shall reassign or replace its Account Representative during the first year of his or her assignment without the consent of the other party, except if such individual voluntarily resigns, is dismissed for cause, or is unable to work due to his or her death or disability.\n\n     18.2 Change Control Procedures.  On or prior to the Conversion Date, M&I shall deliver to Customer the Change Control Procedures to be used by M&I to perform the Services.  At a minimum, the Change Control Procedures shall provide for prior notice to Customer of changes which materially adversely effect the quality or timeliness of the Services, in which case such change shall be made only on a temporary basis.  M&I agrees to schedule projects and changes so as to not unreasonably interrupt Customer's business operations.\n\n     18.3 Reporting and Meetings.  Within sixty (60) days after the Effective Date, the parties shall mutually agree upon an appropriate set of periodic reports to be issued by M&I to Customer during the Conversion Period and during the remainder of the Term.  Within sixty (60) days after the Effective Date, the parties will mutually agree on an appropriate set of periodic meetings to be held between the Account Representatives during the Conversion Period and the remainder of the Term.  Meetings shall be held to review performance, changes, resource utilization and such other matter as appropriate.\n\n     18.4 Development Projects and Technical Support.  Upon Customer's written request, M&I will develop and provide to Customer a good faith estimate of any additional charges which Customer may incur in connection with the operation of any new software, major modification or enhancements developed by M&I or the acquisition of third party software.  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.\n\n19.  REGULATORY COMPLIANCE\n\n          A.   M&I shall comply with, and M&I shall provide Customer with data and reports necessary for Customer to comply with, all federal laws applicable to the transactions or accounts processed by M&I.  Customer shall have the right to notify M&I of any requirements or changes in state law which affect the provision of the Services.  Thereafter, M&I shall schedule implementation of the changes prior to the deadline imposed by the regulatory or other governmental agency having jurisdiction for such change.  M&I's obligation to meet the compliance deadline shall be contingent upon M&I receiving timely notice from Customer or any other service bureau customer of M&I so as to enable M&I to schedule and implement such change prior to the regulatory deadline.  M&I shall implement such change at Customer's sole cost and expense (shared equitably among all of M&I's other service bureau customers who are affected by such change).\n\n\n\n\n\n          B.   Provided that such enactments or regulations do not prohibit M&I from performing the Services for Customer, M&I shall use commercially reasonable efforts to perform the Services regardless of changes in legislative enactments or regulatory requirements.  If such changes prevent M&I from performing its obligations under this Agreement, M&I shall, when appropriate, make commercially reasonable efforts to develop and implement a suitable work around until such time as M&I can perform its obligations under this Agreement without such work around.\n\n20.  DISASTER RECOVERY\n\n     20.1 Disaster Recovery Plan.  M&I shall maintain throughout the term of the Agreement a Disaster Recovery Plan in compliance with all regulatory requirements, which Disaster Recovery Plan shall cover all the Services.  For the purposes of this Agreement, \"Disaster\" means any unplanned interruption of operations which materially affects the ability of M&I to provide Services, or as otherwise provided in the Disaster Recovery Plan.  Review and acceptance of any Disaster Recovery Plan as may be required by any such regulatory organizations shall be the responsibility of Customer, provided that M&I provides Customer and any such regulatory organizations such cooperation and assistance in conducting such reviews as Customer or such regulatory organizations may from time to time reasonably request.  Any Disaster Recovery Plan shall provide, at a minimum, for M&I to provide alternate electrical power supplies for uninterrupted service. The Disaster Recovery Plan shall also designate one or more facilities (each a \"Disaster Recovery Site\") or separate computer resources to which M&I shall move the affected portion of any Services upon the declaration of a Disaster (as provided in the Disaster Recovery Plan) requiring such a relocation.  Any Disaster Recovery Site must be appropriately equipped with data processing resources sufficient to provide all Services in compliance with regulatory requirements.  Any Disaster Recovery Plan must also specify all procedures for the determination or declaration of a Disaster, which determination or declaration may not be unreasonably withheld or delayed by either party.  A detailed Executive Summary of the Disaster Recovery Plan, as amended from time to time, shall be provided to Customer without charge.\n\n     20.2 Relocation.  M&I shall relocate all affected Services to the Disaster Recovery Site as expeditiously as possible after declaration of a Disaster (as provided in the Disaster Recovery Plan), and shall coordinate with Customer all requisite telecommunications modifications necessary to achieve full connectivity to the Disaster Recovery Site in material compliance with all regulatory requirements.\n\n     20.3 Resumption of Services.  The Disaster Recovery Plan shall provide that, in the event of a Disaster, M&I is able to resume all Services in accordance herewith utilizing the Disaster Recovery Site within a commercially reasonable period following the declaration of any Disaster as provided in the Disaster Recovery Plan.  In the event M&I is unable to resume all Services to Customer within thirty (30) days following the declaration of any Disaster, Customer shall have the right to terminate this Agreement without penalty upon written notice to M&I delivered within forty-five (45) days after declaration of such Disaster.\n\n     20.4 Annual Test.  M&I shall test its Disaster Recovery Plan by conducting one (1) test annually and shall provide Customer with a description of the test results in accordance with applicable laws and regulations.\n\n21.  GENERAL TERMS AND CONDITIONS\n\n     21.1 Force Majeure.  Notwithstanding any provision contained in this Agreement, neither party shall be liable to the other to the extent fulfillment or performance of any terms or provisions of this Agreement is delayed or prevented by revolution or other civil disorders; wars; acts of enemies; strikes; lack of available resources from persons other than parties to this Agreement; labor disputes; electrical equipment or availability failure; fires; floods; acts of God; federal, state or municipal action; statute; ordinance or regulation; or, without limiting the foregoing, any other causes not within its control, and which by the exercise of reasonable diligence it is unable to prevent, whether of the class of causes hereinbefore enumerated or not.  This clause shall not apply to the payment of any sums due under this Agreement by either party to the other.\n\n     21.2 Transmission of Data.  The responsibility and expense for transportation and transmission of, and the risk of loss for, data and media transmitted between M&I and Customer shall be borne by Customer.  Data lost by M&I following processing, including loss of data transmission, shall either be restored by M&I from its back-up media or shall be reprocessed at no charge.\n\n     21.3 Equipment and Network.  Customer shall obtain and maintain at its own expense its own data processing and communications equipment as may be necessary or appropriate to facilitate the proper use and receipt of the Services.  Customer shall pay all installation, monthly, and other charges relating to the installation and use of communications lines in connection with the Services.  M&I maintains and will continue to maintain a network control center with diagnostic capability to monitor communication line reliability and availability.  M&I shall not be responsible for the continued availability or reliability of the communications lines used by Customer in accessing the Services.  M&I agrees to perform reasonable diagnostic services and communicate to vendors any deficiencies of which M&I is, or becomes, aware.\n\n     21.4 Reliance on Data.  M&I will process Items and data and perform\n\n\n\n\n\nthose Services described in this Agreement on the basis of information furnished by Customer.  M&I shall be entitled to rely upon any such data, information, or instructions as provided by Customer.  If any error results from incorrect input supplied by Customer, Customer shall be responsible for discovering and reporting such error and supplying the data necessary to correct such error to M&I for processing at the earliest possible time.  Customer will indemnify and hold M&I harmless from any cost, claim, damage, or liability (including attorneys' fees) whatsoever arising out of such data, information or instructions, or any inaccuracy or inadequacy therein.\n\n     21.5 Data Backup.  In the event Customer does not receive Item Processing Services from M&I, Customer shall maintain adequate records for at least ten (10) business days including (i) microfilm images of items being transported to M&I or (ii) backup on magnetic tape or other electronic media where transactions are being transmitted to M&I, from which reconstruction of lost or damaged items or data can be made. Customer assumes all responsibility and liability for any loss or damage resulting from failure to maintain such records.\n\n     21.6 Balancing and Controls.  Customer shall (a) on a daily basis, review all input and output, controls, reports, and documentation, to ensure the integrity of data processed by M&I; and (b) on a daily basis, check exception reports to verify that all file maintenance entries and nondollar transactions were correctly entered.  Customer shall be responsible for initiating timely remedial action to correct any improperly processed data which these reviews disclose.\n\n     21.7 Use of Services.  (A) Customer assumes exclusive responsibility for the consequences of any instructions Customer may give M&I, for Customer's failure to properly access the Services in the manner prescribed by M&I, and for Customer's failure to supply accurate input information; (B) Customer agrees that, except as otherwise permitted in this Agreement or in writing by M&I, Customer will use the Services only for its own internal business purposes to service its banking customers and clients and will not sell or otherwise provide, directly or indirectly, any of the Services or any portion thereof to any third party; and (C) Customer agrees and represents that (i) the performance of this Agreement by the Customer will not affect the safety or soundness of the Customer or any of its affiliates, and (ii) this Agreement, and the obligations evidenced hereby, will be properly reflected on the books and records of the Customer, and the Customer will provide evidence of the same to M&I upon request.\n\n     21.8 Regulatory Assurances.  M&I and Customer acknowledge and agree that the performance of these Services will be subject to regulation and examination by Customer's regulatory agencies to the same extent as if such Services were being performed by Customer.  Upon request, M&I agrees to provide any appropriate assurances to such agency and agrees to subject itself to any required examination or regulation. Customer agrees to reimburse M&I for reasonable costs actually incurred due to any such examination or regulation that is performed solely for the purpose of examining Services used by Customer.\n\n          A.   Notice Requirements.  The Customer shall be responsible for complying with all regulatory notice provisions to any applicable governmental agency, which shall include providing timely and adequate notice to the Chief Examiner of the Federal Home Loan Bank Board, the Office of Thrift Supervision, the Office of the Comptroller of the Currency, The Federal Deposit Insurance Corporation, the Federal Reserve Board, or their successors, as applicable (collectively, the \"Federal Regulators\"), as of the effective date of Services under this Agreement, identifying those records to which this Agreement shall apply and the location at which such Services are to be performed.\n\n          B.   Examination of Records.  The parties agree that the records maintained and produced under this Agreement shall, at all times, be available for examination and audit by governmental agencies having jurisdiction over the Customer's business, including any Federal Regulator. The Director of Examinations of any Federal Regulator or his or her designated representative shall have the right to ask for and to receive directly from M&I any reports, summaries, or information contained in or derived from data in the possession of M&I related to the Customer.  M&I shall notify Customer as soon as reasonably possible of any formal request by an authorized governmental agency to examine Customer's records maintained by M&I, if M&I is permitted to make such a disclosure to Customer under applicable law or regulations.  Customer agrees that M&I is authorized to provide all such described records when formally required to do so by a Federal Regulator.\n\n          C.   Audits.  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.  M&I shall provide without charge to Customer, upon written request, one copy of the audit report resulting from such review.  M&I agrees to promptly implement any changes recommended as a result of such audit.\n\n     21.9 IRS Filing.  Customer represents it has complied with all laws, regulations, procedures, and requirements in attempting to secure correct tax identification numbers (TINs) for Customer's payees and customers and agrees to attest to this compliance by an affidavit provided annually.  Customer authorizes M&I to act as Customer's agent and sign on Customer's behalf the Affidavit required by the Internal Revenue Service on Form 4804, or any successor form.  Exhibit C (Attorney-in-Fact Appointment) and Exhibit D (Affidavit) shall be executed by Customer contemporaneously with the execution of this Agreement.  Customer acknowledges that M&I's execution of the Form 4804 Affidavit on Customer's behalf does not relieve Customer of responsibility to provide accurate TINs or liability for any\n\n\n\n\n\npenalties which may be assessed for failure to comply with TIN requirements.  Customer agrees to hold M&I harmless from any liabilities, claims, expenses, penalties, or damages (including attorneys' fees) which may be assessed or incurred as a result of the failure to comply with TIN requirements.\n\n     21.10     Affiliates.  All processing for Customer and Customer's subsidiaries and Affiliates which M&I does shall be included as part of the Services provided under this Agreement and shall be done in accordance with the terms and conditions of this Agreement.  Customer agrees that it is responsible for assuring compliance with the Agreement by its affiliates and subsidiaries.  Customer agrees to be responsible for the submission of its affiliates' data to M&I for processing and for the transmission to Customer's affiliates of such data processed by and received from M&I.  Customer agrees to pay any and all fees owed under this Agreement for Services rendered to it and its subsidiaries and other Affiliates.\n\n     21.11     Future Acquisitions.  Customer acknowledges that M&I has established the Fee Schedule and enters into this Agreement on the basis of M&I's understanding of the Customer's current need for Services and Customer's anticipated future need for Services as a result of internally generated to include additional branch locations which Customer may open and other operations Customer may commence.  If the Customer expands it operations by acquiring Control of additional financial institutions or the Customer experiences a Change in Control (as hereinafter defined), the following provisions shall apply:\n\n          A.   Acquisition of Additional Financial Institutions.  If Customer acquires Control after the date hereof of one or more bank holding companies, banks, savings and loan associations or other financial institutions that are not currently Affiliates, M&I agrees to provide Services for such new Affiliates and such Affiliates shall automatically be included in the definition of \"Customer\"; provided that (a) the Conversion of each new Affiliate must be scheduled at a mutually agreeable time (taking into account, among other things, the availability of M&I Conversion resources) and must be completed before M&I has any obligation to provide Services to such new Affiliate; (b) the Customer will be liable for any and all Expenses in connection with the Conversion of such new Affiliate and (c) Customer shall pay Conversion Fees in an amount to be mutually agreed upon with respect to each new Affiliate.\n\n          B.   Change in Control of Customer.  If a Change in Control occurs with respect to Customer, M&I agrees to continue to provide Services under this Agreement; provided that (a) M&I's obligation to provide Services shall be limited to the entities comprising the Customer prior to such Change in Control and (b) M&I's obligation to provide Services shall be limited in any and all circumstances to the number of accounts and items processed in the 3-month period prior to such Change in Control occurring plus 25%.\n\n22.  MISCELLANEOUS PROVISIONS\n\n     22.1 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.\n\n     22.2 Venue and Jurisdiction.  In the event of litigation to enforce the terms of this Agreement, the parties consent to venue in an exclusive jurisdiction of the courts of Milwaukee County, Wisconsin and the Federal District Court for the Eastern District of Wisconsin.  The parties further consent to the jurisdiction of any federal or state court located within a district which encompasses assets of a party against which a judgment has been rendered, either through arbitration or litigation, for the enforcement of such judgment or award against such party or the assets of such party.\n\n     22.3 Entire Agreement; Amendments.  This Agreement, together with the exhibits and schedules hereto, constitutes the entire agreement between M&I and the Customer with respect to the subject matter hereof.  There are no restrictions, promises, warranties, covenants or undertakings other than those expressly set forth herein and therein.  This Agreement supersedes all prior negotiations, agreements, and undertakings between the parties with respect to such matter.  This Agreement, including the exhibits and schedules hereto, may be amended only by an instrument in writing executed by the parties or their permitted assignees.\n\n     22.4 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.\n\n     22.5 Relationship of Parties.  The performance by M&I of its duties and obligations under this Agreement shall be that of an independent contractor and nothing contained in this Agreement shall create or imply an agency's relationship between Customer and M&I, nor shall this Agreement be\n\n\n\n\n\ndeemed to constitute a joint venture or partnership between Customer and M&I.\n\n     22.6 Notices.  Except as otherwise specified in the Agreement, all notices, requests, approvals, consents and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by (i) first class U.S. mail, registered or certified, return receipt requested, postage pre-paid; or (ii) U.S. express mail, or other, similar overnight courier service to the address specified below.  Notices shall be deemed given on the day actually received by the party to whom the notice is addressed.\n\n     In the case of Customer:      Tri City National Bank                               6400 South 27th Street                                       Oak Creek, WI  53154                                         Attn: Mr. Ronald K. Puetz                                         Executive Vice President\n\n     In the case of M&I:           M&I Data Services                               4900 West Brown Deer Road                               Brown Deer WI 53223                               Attn: Mr. Thomas R. Mezera                               Vice President                               Sales & Marketing\n\n     22.7 Headings.  Headings in this Agreement are for reference purposes only and shall not effect the interpretation or meaning of this Agreement.\n\n     22.8 Counterparts.  This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together constitute one and the same agreement.\n\n     22.9 Waiver.  No delay or omission by either party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power.  A waiver by any party of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant.  All waivers must be in writing and signed by the party waiving its rights.\n\n     22.10     Severability.  If any provision of this Agreement is held by court or arbitrator of competent jurisdiction to be contrary to law, then the remaining provisions of this Agreement will remain in full force and effect.  Articles 11, 13 and 17 shall survive the expiration or earlier termination of this Agreement for any reason.\n\n     22.11     Attorneys' Fees and Costs.  If any legal action or arbitration proceeding has commenced in connection with the enforcement of this Agreement or any instrument or agreement required under this Agreement, the prevailing party shall be entitled to attorneys' fees actually incurred, costs and necessary disbursements incurred in connection with such action or proceeding, as determined by the court or arbitrator.\n\n     22.12     Financial Statements.  M&I agrees to furnish to the Customer copies of the then-current annual report for the Marshall & Ilsley Corporation, within 45 days after such document is made publicly available.\n\n     22.13     Publicity.  Neither party shall use the other parties' name or trademark or refer to the other party directly or indirectly in any media release, public announcement or public disclosure relating to this Agreement or its subject matter, in any promotional or marketing materials, lists or business presentations, without consent from the other party for each such use or release.  Customer agrees that neither it, its directors, officers, employees or agents shall disclose this Agreement or any of the terms or provisions of this Agreement to any other party.\n\n     22.14     Solicitation.  Neither party shall solicit the employees of the other party during the Term of this Agreement, for any reason.\n\n     22.15     No Third Party Beneficiaries.  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.\n\n     22.16     Construction.  M&I and Customer each acknowledge that the limitations and exclusions contained in this Agreement have been the subject of active and complete negotiation between the parties and represent the parties' agreement based upon the level of risk to Customer and M&I associated with their respective obligations under this Agreement and the payments to be made to M&I and the charges to be incurred by M&I pursuant to this Agreement.  The parties agree that the terms and conditions of this Agreement shall not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of this document.\n\n23.  SOURCE CODE\n\n     23.1 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\").\n\n     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.\n\n     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\n\n\n\n\n\npaid to DSI.  M&I shall have the right to change escrow agents and shall promptly notify Customer of such change during the Term.\n\n     23.4 Customer's Right to Obtain the Source Code.  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:\n\n     A.   M&I ceases to do business or refuses to provide the Services to Customer; or\n\n     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.\n\n     23.5 Use of Source Code.  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.\n\n     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their names as of the date first above written.\n\nMARSHALL & ILSLEY CORPORATION (\"M&I\") 4900 W. Brown Deer Road Brown Deer, WI  53223\n\nBy:                            Name:     Patrick C. Foy Title: President, Outsourcing Business Group\n\nBy:                            Name:     Thomas R. Mezera Title:    Vice President, Sales & Marketing\n\nTRI CITY NATIONAL BANK (\"Customer\") 6400 South 27th Street Oak Creek, WI  53154\n\nBy:                            Name:     Ronald K. Puetz Title:    Executive Vice President"}]}, {"title": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "Cooperation Agreement", "answer_start": 40054}], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Percy Rockdale", "answer_start": 211}, {"text": "MG Capital Parties", "answer_start": 408}, {"text": "\"Rio Royal\", and together with MG Capital and Percy Rockdale, the \"MG Capital Parties\"", "answer_start": 341}, {"text": "Percy Rockdale LLC", "answer_start": 211}, {"text": "Each of the MG Capital Parties and the Company are referred to herein as a \"Party\" and collectively, as the \"Parties.\"", "answer_start": 493}, {"text": "HC2 Holdings, Inc.", "answer_start": 433}, {"text": "Rio Royal LLC", "answer_start": 288}, {"text": "MG Capital Management Ltd.", "answer_start": 124}, {"text": "Company", "answer_start": 482}, {"text": "MG Capital", "answer_start": 124}], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "May 13, 2020", "answer_start": 94}], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 36121}], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 34344}], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [{"text": "Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither Party nor any of its subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively, \"Representatives\"), shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party's Representatives (including any current officer or director of a Party or a Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party), or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, or reputation of the other Party or of its Representatives (including former officers and directors), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party); provided that, with respect to any litigation, arbitration or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding.", "answer_start": 26195}], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": false}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 37621}], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "HC2HOLDINGS,INC_05_14_2020-EX-10.1-COOPERATION AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this \"Agreement\"), dated as of May 13, 2020, is by and among MG Capital Management Ltd., a Cayman Islands company limited by shares (\"MG Capital\"), Percy Rockdale LLC, a Michigan limited liability company (\"Percy Rockdale\"), Rio Royal LLC, a Michigan limited liability company (\"Rio Royal\", and together with MG Capital and Percy Rockdale, the \"MG Capital Parties\") and HC2 Holdings, Inc., a Delaware corporation (the \"Company\"). Each of the MG Capital Parties and the Company are referred to herein as a \"Party\" and collectively, as the \"Parties.\" RECITALS 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; WHEREAS, in consideration of the agreements and obligations of the Company, as set forth in this Agreement and subject to the terms and conditions contained herein, the MG Capital Parties are agreeing (i) to irrevocably withdraw the notice of stockholder nomination of individuals for election as directors of the Company at the Company's 2020 Annual Meeting of Stockholders (the \"2020 Annual Meeting\") submitted to the Company on February 13, 2020 (the \"Nomination Notice\"), and any related materials or notices submitted to the Company in connection therewith and (ii) to terminate its solicitation of proxies in connection with the 2020 Annual Meeting; WHEREAS, as of the date hereof, the Company and the MG Capital Parties have determined that it is in their respective best interests to come to an agreement to modify the composition of the Company's board of directors (the \"Board\") and as to certain other matters, as provided herein; and WHEREAS, the Board and the Nominating and Governance Committee of the Board have selected their 2020 Director Slate (as defined herein) for the 2020 Annual Meeting. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows: 1. Board of Directors. (a) Appointments. Simultaneously with the execution and delivery of this Agreement, the Board and its committees shall take such actions (with such actions deemed to have to occurred substantially simultaneously) as are necessary (i) to increase the size of the Board from six (6) to ten (10) Directors, and (ii) to appoint each of Kenneth S. Courtis and Michael Gorzynski (the \"MG Capital Designees\") and (iii) to appoint each of Avram A. Glazer and Shelly Lombard (together with the MG Capital Designees, the \"New Directors\") to the Board. (b) Board Size. From the date of this Agreement through the completion of the 2020 Annual Meeting, the Board will not increase the size of the Board above ten (10) directors without the unanimous approval of the Board. From the completion of the Company's 2020 Annual Meeting through the end of the Standstill Period (as hereinafter defined), the Board will not increase the size of the Board above seven (7) directors without the unanimous approval of the Board. (c) Board Chairman Succession. Consistent with the actions previously taken by the Board and the Glazer Agreement, and as of the date hereof, Mr. Glazer will be appointed as Chairman of the Board, succeeding Mr. Gfeller, who is being replaced as Chairman of the Board effective as of the date hereof.\n\n\n\n\n\n(d) New Director Information. As a condition to the New Directors' appointment to the Board and any subsequent nomination for election as a director at any future Company annual meeting of stockholders, he or she must provide any information required to be disclosed in a proxy statement or other filing under applicable law, stock exchange rules or listing standards. (e) Date of the 2020 Annual Meeting. The Company agrees that it shall hold the 2020 Annual Meeting no later than July 8, 2020 and shall not cause or permit any delay, postponement or adjournment thereof, except for any adjournment solely due to a lack of quorum under the Company's Fourth Amended and Restated By-Laws (the \"By-Laws\"). (f) Slate of Directors for the 2020 Annual Meeting. (i) The Company agrees that, in connection with the execution and delivery of this Agreement, the Board shall take such actions as are necessary to (i) reduce the size of the Board from ten (10) to seven (7) Directors, effective as of the 2020 Annual Meeting, and (ii) nominate each of the New Directors and Wayne Barr, Jr., Warren H. Gfeller and Philip A. Falcone (collectively, the \"2020 Director Slate\") for election to the Board at the 2020 Annual Meeting for a term expiring at the Company's 2021 Annual Meeting of Stockholders (the \"2021 Annual Meeting\"). The Board, based on the information provided to it, has determined that each member of the 2020 Director Slate would (i) qualify as an \"independent director\" under the applicable rules of the New York Stock Exchange (the \"NYSE\") and the rules and regulations of the U.S. Securities and Exchange Commission (the \"SEC\") and (ii) satisfy the guidelines and policies with respect to service on the Board applicable to all non- management directors (other than Mr. Falcone). The Company agrees that, provided that each member of the 2020 Director Slate is able and willing to serve on the Board, (i) the Board will unanimously recommend that the stockholders of the Company vote to elect each member of the 2020 Director Slate as a director of the Company at the 2020 Annual Meeting, (ii) the Company will use its reasonable best efforts (which will include the solicitation of proxies) to obtain the election of the 2020 Director Slate at the 2020 Annual Meeting and (iii) the Company will use its best efforts to resist, discourage and defend against any attempt, solicitation or action by any stockholder of the Company to remove any member of the 2020 Director Slate prior to the 2021 Annual Meeting. For the avoidance of doubt, the Company will be required to use no less than the same level of efforts and to provide no less than the same level of support as was provided for its director nominees at the 2019 Annual Meeting of Stockholders. Any of the Company's current directors that is not standing for election at the 2020 Annual Meeting shall receive the full amount of his or her quarterly compensation for serving as non-management directors during the second quarter of 2020 (including any quarterly fee awarded and vesting of any and all equity awards for serving on, or serving as the Chair of, any committee of the Board). (g) Company Policies and Indemnification. (i) The Parties acknowledge that each of the MG Capital Designees and each other member of the 2020 Director Slate will be governed by the same protections and obligations as other non-employee directors of the Company, including, without limitation, confidentiality, conflicts of interest, related party transactions, fiduciary duties, codes of conduct, trading and disclosure policies, and other governance guidelines and policies of the Company (collectively, \"Company Policies\"), and shall have the same rights and benefits as other non-employee directors of the Company, including without limitation with respect to insurance, indemnification, compensation and fees. (ii) The Parties acknowledge that to the extent they have not already done so, within three (3) business days of the date hereof, the Company shall enter into an indemnification agreement with each of the New Directors in the form attached as Exhibit 10.20 to the Company's Annual Report on Form 10-K, previously filed with the SEC on March 16, 2020. 2. Additional Agreements. (a) The MG Capital Parties shall comply, and shall cause each of their Affiliates and Associates (as hereinafter defined) to comply with the terms of this Agreement and shall be responsible for any breach of this Agreement by any such Affiliate or Associate. (b) The MG Capital Parties, on behalf of themselves and their Affiliates and Associates, shall irrevocably withdraw their Nomination Notice and any related materials or notices submitted to the Company in connection therewith and shall agree to terminate any solicitation of proxies in connection with the 2020 Annual Meeting.\n\n2\n\n\n\n\n\n(c) The MG Capital Parties hereby agree to appear in person (including via permitted remote or virtual attendance) or by proxy at any annual or special meeting of the Company's stockholders held during the Standstill Period, and agree that they shall not participate or vote in any solicitation of written consents of the Company's stockholders during the Standstill Period (unless expressly requested to do so by the Board), and that they shall vote all shares of Common Stock beneficially owned by the MG Capital Parties at such meeting or in such consent solicitation, (A) in favor of all directors nominated by the Board for election and against the removal of any member of the Board, (B) in accordance with the Board's recommendation with respect to any \"say-on-pay\" proposal and (C) in accordance with the Board's recommendation with respect to any other Company proposal or stockholder proposal or nomination presented at such meeting or solicitation of consents; provided, however, that in the event that both Institutional Shareholder Services Inc. (\"ISS\") and Glass, Lewis & Co., LLC (\"Glass Lewis\") recommend otherwise with respect to the Company's \"say-on-pay\" proposal presented at an annual or special meeting held during the Standstill Period, the MG Capital Parties shall be permitted to vote in accordance with the recommendation of ISS and Glass Lewis. (d) The MG Capital Parties agree that the Board or any committee thereof, solely to fulfill the discharge of its fiduciary duties upon the advice of its legal counsel, may recuse either of Messrs. Courtis or Gorzynski by majority vote of the members of the Board (but excluding the applicable director), from the portion of any Board or committee meeting at which the Board or any such committee is evaluating and/or taking action with respect to and after the right of the recused director to be present prior to recusal (A) the exercise of any of the Company's rights or enforcement of any of the obligations under this Agreement, and (B) any transaction proposed by, or with, the MG Capital Parties, their Affiliates or Associates, as long as all other similarly situated directors are similarly recused. The Board or such committee, as applicable, may withhold from either of Messrs. Courtis or Gorznyski any material distributed to the directors to the extent directly relating to the subject of that recusal. 3. Standstill Provisions. (a) The standstill period (the \"Standstill Period\") begins on the date of this Agreement and shall extend until thirty (30) days prior to the deadline for the submission of stockholder nominations for directors for the 2021 Annual Meeting pursuant to the By-Laws. 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: (i) fail to comply with all applicable laws and regulatory rules and obtain all applicable regulatory approvals, if and when acquiring, or offering, seeking or agreeing to acquire, by purchase or otherwise, or directing any third party in the acquisition of, any Common Stock or any securities convertible or exchangeable into or exercisable for Common Stock (collectively, \"Company Securities\"), or rights or options to acquire any Company Securities, or engaging in any swap instrument or derivative hedging transactions or other derivative agreements of any nature with respect to Company Securities; (ii) engage in a \"solicitation\" of \"proxies\" (as such terms are defined under the Exchange Act), votes or written consents of stockholders or security holders with respect to, or from the holders of, the Common Stock (including a \"withhold\" or similar campaign), for any purpose, including, without limitation, the election or appointment of individuals to the Board or to approve or vote in favor or against stockholder proposals, resolutions or motions, or become a \"participant\" (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any contested \"solicitation\" of proxies, votes or written consents for any purpose, including, without limitation, the election or appointment of directors with respect to the Company (as such terms are defined under the Exchange Act) (other than a \"solicitation\" or acting as a \"participant\" in support of the nominees of the Board at any stockholder meeting or providing such encouragement, advice or influence that is consistent with either the Board's or Company management's recommendation in connection with such director nominees or other proposals, resolutions or motions, pursuant to this Agreement or otherwise); (iii) form, join or in any way participate in any \"group\" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the shares of the Common Stock (other than a \"group\" that includes all or some of the persons or entities identified on Exhibit A attached hereto); provided, however, that nothing herein shall limit the ability of an Affiliate, a family member and an estate planning vehicle formed for any of the foregoing, of the MG Capital Parties to join a \"group\" with such parties, as applicable, following the execution of this Agreement;\n\n3\n\n\n\n\n\n(iv) agree, attempt, seek or propose to deposit any shares of Common Stock in any voting trust or similar arrangement or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the MG Capital Parties, and their Affiliates or Associates and otherwise in accordance with this Agreement; (v) seek or submit, or knowingly encourage any person or entity to seek or submit, nomination(s) in furtherance of a \"contested solicitation\" for the appointment, election or removal of directors with respect to the Company or seek, or knowingly encourage or take any other action with respect to the appointment, election or removal of any directors, in each case in opposition to the recommendation of the Board; (vi) (A) present or make to the stockholders of the Company, or knowingly encourage any person to present or make to the stockholders of the Company, any proposal or other matter for consideration by stockholders at any annual or special meeting of stockholders of the Company or through action by written consent, (B) make any public offer or proposal to the Company (with or without conditions) with respect to any merger, tender (or exchange) offer, acquisition, recapitalization, restructuring, disposition or other business combination involving the Company or any of its significant subsidiaries, or make any such offer privately to the Company, which private offer would reasonably be expected to require the Company or the Parties to make public disclosure (of any kind), (C) affirmatively solicit a third party to make any public or private offer or proposal (with or without conditions) with respect to any merger, tender (or exchange) offer, acquisition, recapitalization, restructuring, disposition or other business combination involving the Company, or encourage, initiate or support any third party in making such an offer or proposal, (D) publicly comment on any third party proposal regarding any merger, tender (or exchange) offer, acquisition, recapitalization, restructuring, disposition, or other business combination with respect to the Company or any of its significant subsidiaries by such third party prior to such proposal becoming public or (E) make any private proposal to the Company that would reasonably be expected to require the Company or the Parties to make public disclosure (of any kind); (vii) make any public disclosure, communication, announcement or statement regarding any intent, purpose, plan, or proposal with respect to (A) controlling, changing or influencing the Board, including, without limitation, any public disclosure, communication, announcement or statement regarding any intent, purpose, plan, or proposal relating to any change in the number of directors or the filling of any vacancies on the Board, (B) any material change in the capitalization, dividend policy, share repurchase programs and practices or capital allocation programs and practices of the Company, (C) relating to any material change in the Company's management, compensation or corporate structure, (D) relating to any waiver, amendment or modification to the Company's Second Amended and Restated Certificate of Incorporation, as amended (the \"Charter\"), or to the By-Laws, (E) causing any securities of the Company to be delisted or (F) causing any equity securities of the Company to become eligible for termination of registration; (viii) seek, alone or in concert with others, representation on the Board, except as specifically permitted in Section 1; (ix) subject to Section 3(b) below, advise, knowingly encourage, knowingly support or knowingly influence any person or entity, in the MG Capital Parties' capacity as stockholders of the Company, with respect to the voting or disposition of any securities of the Company at any annual or special meeting of stockholders with respect to the appointment, election or removal of any director(s), except in accordance with Section 1; (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; (xi) institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its or their current or former directors or officers (including derivative actions) in order to effect or take any of the actions expressly prohibited by this Section 3; provided, however, that for the avoidance of doubt the foregoing shall not prevent the MG Capital Parties, and their Affiliates or Associates from (A) bringing litigation to enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of, the Company against the MG Capital Parties, their Affiliates or their Associates, (C) bringing bona fide commercial disputes that do not relate to the subject matter of this Agreement, (D) complying with a validly issued legal process or (E) exercising statutory appraisal, dissenters or similar rights under applicable law;\n\n4\n\n\n\n\n\n(xii) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company or the Board that would not be reasonably determined to trigger public disclosure obligations for any Party; or (xiii) disclose any intention, plan or arrangement inconsistent with the provisions of this Section 2. (b) Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the MG Capital Parties from: (A) communicating privately with the Board or any of the Company's officers regarding any matter in a manner that does not otherwise violate this Section 3, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications, (B) communicating privately with stockholders of the Company and others in a manner that does not otherwise violate this Section 3, and (C) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over the MG Capital Parties or any of their respective Affiliates or Associates; provided that a breach by the MG Capital Parties of this Agreement is not the cause of the applicable requirement. Furthermore, nothing in this Agreement shall be deemed to restrict in any way the ability of Messrs. Courtis or Gorzynski, each acting in his capacity as a director of the Company, from exercising any of his rights, powers and privileges as directors, from fulfilling his statutory and fiduciary duties as a director, or otherwise exercising his authority as a director pursuant to the Charter, the By-Laws and/or any resolution of the Board or a committee thereof. 4. Representations and Warranties of the Company. The Company represents and warrants to the MG Capital Parties as follows: (a) the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement; (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms, except as enforcement of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the right of creditors and subject to general equity principles; (c) the execution, delivery and performance of this Agreement by the Company does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound; and (d) the execution, delivery and performance of this Agreement by the Company does not and will not violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Company. 5. Representations and Warranties of the MG Capital Parties. The MG Capital Parties represent and warrant to the Company that, except as otherwise expressly set forth in, or permitted pursuant to, this Agreement, (a) the authorized signatory or signatories of the MG Capital Parties set forth on the signature page hereto has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind the MG Capital Parties thereto, (b) this Agreement has been duly authorized, executed and delivered by the MG Capital Parties, and assuming due execution by each counterparty hereto, is a valid and binding obligation of the Parties, enforceable against the MG Capital Parties in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of the MG Capital Parties as currently in effect, (d) the execution, delivery and performance of this Agreement by the MG Capital Parties does not and will not violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the MG Capital Parties, (e) as of the date of this Agreement, the MG Capital Parties are deemed to beneficially own 2,703,537 shares of Common Stock, (f) as of the date hereof, and except as set forth in clause (e) above, the MG Capital Parties do not currently have, and do not currently have any right to acquire any beneficial, record or derivative interest in any other securities of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its controlled Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of shares of Common Stock or any other securities of the Company, whether or not any of the foregoing would give rise to beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), and whether or not to be settled by delivery of shares of Common Stock or any other class or series of the Company's stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement), (g) the MG Capital Parties have not entered into or maintained, and will not enter into or maintain, any economic, compensatory, pecuniary or other arrangements with any director of the Company for serving as a nominee or director of the Company, (h) no person other than the MG Capital Parties has any rights with respect to the shares of Common Stock beneficially owned by the MG Capital Parties and (i) none of the MG Capital Parties or their Affiliates has formed, or has any present intent to form, a group (within the meaning of Section 13(d) under the Exchange Act) with any person or entity not identified on Exhibit A in relation to the Company or the Common Stock.\n\n5\n\n\n\n\n\n6. Mutual Non-Disparagement. Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, neither Party nor any of its subsidiaries, Affiliates, successors, assigns, principals, partners, members, general partners, officers, key employees or directors (collectively, \"Representatives\"), shall in any way, directly or indirectly, in any capacity or manner, whether written or oral, electronically or otherwise (including, without limitation, in a television, radio, internet, newspaper, magazine interview, or otherwise through the press, media, analysts or other persons or in any document or report filed with the SEC), publicly disparage, impugn, make ad hominem attacks on or otherwise defame or slander or make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any public communication or statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be disparage, derogate or impugn, the other Party or such other Party's Representatives (including any current officer or director of a Party or a Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders (solely in their capacity as stockholders of the applicable Party), or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business, or reputation of the other Party or of its Representatives (including former officers and directors), directors (or former directors), employees, stockholders (solely in their capacity as stockholders of the applicable Party); provided that, with respect to any litigation, arbitration or other proceeding between the Parties, nothing in this Section 5 shall prevent either Party from disclosing any facts or circumstances with respect to any such litigation, arbitration or other proceeding. This Section 5 shall not (i) limit the power of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law and (ii) limit any Party's ability to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought. 7. Public Announcement. (a) Promptly following the execution of this Agreement, the Company shall issue a joint press release with the MG Capital Parties substantially in the form attached to this Agreement as Exhibit B (the \"Press Release\"), with such modifications, if any, as may be mutually agreed between the Company and the MG Capital Parties, and (i) the Company shall file a Current Report on Form 8-K, which shall be in form and substance reasonably acceptable to the Company and the MG Capital Parties (for the avoidance of doubt, nothing herein shall prohibit the Company from complying with its obligation to file such Current Report by the deadline therefor) and (ii) the MG Capital Parties shall file an amendment to its Schedule 13D announcing this Agreement and the withdrawal of the 2020 Consent Solicitation, which shall be in form and substance reasonably acceptable to the Company and the MG Capital Parties (for the avoidance of doubt, nothing herein shall prohibit the MG Capital Parties from complying with its obligation to file such amendment by the deadline therefor). (b) Neither the Company, the MG Capital Parties nor any of their respective Affiliates or Associates, will issue a separate press release in connection with this Agreement, other than as mutually agreed by the Company and the MG Capital Parties. 8. Definitions. For purposes of this Agreement: (a) the terms \"Affiliate\" and \"Associate\" shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement; (b) the term \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as amended; and (c) the terms \"person\" or \"persons\" mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature. 9. Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard to this Agreement will be in writing and will be deemed validly given, made or served, if (a) given by email, when sent to the email address set forth below (as applicable), and receipt of such email is acknowledged, or (b) if given by any other means, when actually received during normal business hours at the address specified in this Section 9:\n\n6\n\n\n\n\n\n(a) if to the Company: HC2 Holdings, Inc. 450 Park Avenue, 30th Floor New York, NY 10022 Attention: Joseph A. Ferraro Email: jferraro@hc2.com Telephone: +1-212-235-2691 with copies to: Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001 Attention: Richard J. Grossman Todd E. Freed Email: Richard.grossman@skadden.com Todd.freed@skadden.com Telephone: +1-212-735-2116 +1-212-735-3714 (b) if to the MG Capital Parties: MG Capital Management Ltd. 595 Madison Avenue, 29th Floor New York, NY 10022 Attention: Michael Gorzynski Email: mike@mgcapitalpartners.com Telephone: +1-646-274-9610 with a copy to: Kleinberg, Kaplan, Wolff & Cohen, P.C. 500 Fifth Avenue, 11th Floor New York, NY 10110 Attention: Christopher P. Davis Email: cdavis@kkwc.com Telephone: +1-212-880-9865 10. Expenses. Within five (5) business days following receipt of reasonably satisfactory documentation thereof, the Company will reimburse the MG Capital Parties for their fees and expenses (including all legal, public relations, proxy advisory and out-of-pocket expenses, the \"Expenses\") incurred in preparation for and in connection with the matters relating to the consent solicitation run by the MG Capital Parties, the 2020 Annual Meeting and the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby, in an amount equal to $352,290.25 (the \"Initial Reimbursement\"). Between the date of the Initial Reimbursement and the date of the 2020 Annual Meeting, the Company will reimburse the MG Capital Parties for the Expenses in an aggregate amount not exceeding $650,000 (inclusive of the Initial Reimbursement, the \"Cap\"), which Expenses shall be reimbursed on a dollar-for-dollar basis at the same time as the Company reimburses its third party vendors (e.g., legal counsel, public relations firm, financial advisor and proxy advisory firm)in connection with the MG Capital Parties' consent solicitation and Nomination Notice; provided that all Expenses, subject to the Cap, shall be reimbursed no later than the date of the 2020 Annual Meeting.\n\n7\n\n\n\n\n\n11. Specific Performance; Remedies; Venue. (a) Each of the Parties acknowledges and agrees that irreparable injury to the other Party could occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury could not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that each Party will be entitled to seek injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, THE PARTIES AGREE (1) ANY NON- BREACHING PARTY WILL BE ENTITLED TO SEEK INJUNCTIVE AND OTHER EQUITABLE RELIEF, WITHOUT PROOF OF ACTUAL DAMAGES; AND (2) THE BREACHING PARTY AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. 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. (b) The Parties (a) irrevocably and unconditionally submit to the personal jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the federal or other state courts located in Wilmington, Delaware), (b) agree that they will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courts, (c) agree that any actions or proceedings arising in connection with this Agreement or the transactions contemplated by this Agreement shall be brought, tried and determined only in such courts, (d) waive any claim of improper venue or any claim that those courts are an inconvenient forum and (e) agree that they will not bring any action relating to this Agreement or the transactions contemplated hereunder in any court other than the aforesaid courts. The Parties agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 9 or in such other manner as may be permitted by applicable law as sufficient service of process, shall be valid and sufficient service thereof. 12. Severability. If at any time subsequent to the date hereof, any provision of this Agreement is held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision will be of no force and effect, but the illegality or unenforceability of such provision will have no effect upon the legality or enforceability of any other provision of this Agreement. 13. Termination. 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. Upon such termination, this Agreement shall have no further force and effect. Notwithstanding the foregoing, Sections 9 through Section 19 hereof shall survive termination of this Agreement, and no termination of this Agreement shall relieve any party of liability for any breach of this Agreement arising prior to such termination. 14. Counterparts. This Agreement may be executed in two or more counterparts and by scanned computer image (such as .pdf), each of which will be deemed to be an original copy of this Agreement. For the avoidance of doubt, neither Party shall be bound by any contractual obligation to the other Party (including by means of any oral agreement) until all counterparts to this Agreement have been duly executed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile). 15. Affiliates. Each of the Parties agrees that it will cause their or its Affiliates and their respective employees and other representatives to comply with the terms of this Agreement. 16. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Company and the MG Capital Parties, and is not enforceable by any other persons. 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. 17. No Waiver. No failure or delay by any Party in exercising any right or remedy hereunder will operate as a waiver thereof, nor will any single or partial waiver thereof preclude any other or further exercise thereof or the exercise of any other right or remedy hereunder. 18. Entire Understanding; Amendment. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, memoranda, arrangements and understandings, both written and oral, between the Parties, or any of them, with respect to the subject matter of this Agreement. This Agreement may be amended only by an agreement in writing executed by each of the Parties.\n\n8\n\n\n\n\n\n19. Interpretation and Construction. Each of the Parties acknowledges that they have each been represented by counsel of their choice throughout all negotiations that have preceded the execution of this Agreement, and that they have executed the same with the advice of said counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the Parties will be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each Party, and any controversy over interpretations of this Agreement will be decided without regard to events of drafting or preparation. Whenever the words \"include,\" \"includes\" or \"including\" are used in this Agreement, they shall be deemed to be followed by the words \"without limitation.\" [Signature pages follow]\n\n9\n\n\n\n\n\nThis Agreement has been duly executed and delivered by the duly authorized signatories of the parties as of the date first set forth above. THE COMPANY: HC2 Holdings, Inc. By: /s/Joseph Ferraro Name: Joseph Ferraro Title: Chief Legal Officer [Signature Page to Cooperation Agreement]\n\n\n\n\n\nMG CAPITAL PARTIES: MG Capital Management Ltd. By:/s/ Michael Gorzynski Name: Michael Gorzynski Title: Sole Director Percy Rockdale LLC By:/s/ Michael Gorzynski Name: Michael Gorzynski Title: Sole Manager Rio Royal LLC By:/s/ Michael Gorzynski Name: Michael Gorzynski Title: Sole Manager [Signature Page to Cooperation Agreement]\n\n\n\n\n\nExhibit A MG CAPITAL PARTIES MG CAPITAL MANAGEMENT LTD. PERCY ROCKDALE LLC RIO ROYAL LLC\n\n\n\n\n\nExhibit B Form of Press Release\n\n\n\n\n\nHC2 HOLDINGS AND MG CAPITAL ANNOUNCE SETTLEMENT AGREEMENT AND PLAN TO RECONSTITUTE BOARD OF DIRECTORS Announces Immediate Appointment of Two New Directors: MG Capital Nominees Kenneth S. Courtis and Michael Gorzynski Previously Announced Additions Avram A. \"Avie\" Glazer and Shelly C. Lombard Will Also Begin Serving as Directors Immediately, With Mr. Glazer to Serve as Chairman of the Board Recent Collaboration With Stockholders Will Result in More Than 50% of the Board Being Refreshed Following the 2020 Annual Meeting MG Capital Agrees to Withdraw its Consent Solicitation and Nomination Notice NEW YORK, May 14, 2020 (GLOBE NEWSWIRE)\u2014HC2 Holdings, Inc. (\"HC2\" or the \"Company\") (NYSE: HCHC), a diversified holding company, and MG Capital Management, Ltd. (together with Percy Rockdale LLC and Rio Royal LLC, \"MG Capital\") today announced a settlement agreement to reconstitute the Board of Directors (the \"Board\"). The agreement provides for the immediate appointment of four new members - Kenneth S. Courtis, Avram A. \"Avie\" Glazer, Michael Gorzynski and Shelly C. Lombard - who will also stand for election on HC2's seven-member slate at the Company's 2020 Annual Meeting of Stockholders (the \"2020 Annual Meeting\") to be held on Wednesday, July 8, 2020. Effective immediately and through the Annual Meeting, the Board will expand from six members to ten members. The Board will be reduced to seven members following the 2020 Annual Meeting, resulting in more than 50% of the directors being refreshed based on engagement with stockholders. As part of the settlement agreement, MG Capital has also withdrawn its consent solicitation and nomination for election of directors at the 2020 Annual Meeting. The Company had previously announced the nominations of Mr. Glazer and Ms. Lombard for election at the 2020 Annual Meeting as part of the Board's ongoing refreshment efforts and commitment to incorporating stockholder feedback and to enhancing value for all stockholders. They will be appointed immediately along with MG Capital nominees, Mr. Courtis and Mr. Gorzynski, and Mr. Glazer will be appointed Chairman of the Board. As part of the reconstitution of the Board, three of the current directors - Robert V. Leffler, Jr., Lee S. Hillman and Julie Totman Springer - announced that they will not stand for re-election at the 2020 Annual Meeting. The Company's slate of director nominees will include Wayne Barr Jr., Philip Falcone and Warren H. Gfeller, who will continue to serve as directors and stand for election at the 2020 Annual Meeting alongside the four newly-appointed directors. Mr. Gfeller commented: \"The Board is pleased to put the consent solicitation behind us and looks forward to working with the new directors. We are pleased to welcome Avie, Ken, Mike and Shelly to the Board. Additionally, we thank Robert, Lee and Julie for their service and contributions to HC2. With these additions, we believe HC2 will be positioned to pursue its path of growth and innovation.\"\n\n\n\n\n\nMr. Gorzynski added: \"Ken and I want to thank the Board for carrying out HC2's director refreshment process in a thoughtful manner. We no longer view ourselves as MG Capital nominees, but rather HC2 directors firmly committed to advocating for stockholders' best interests in the boardroom. Our focus now is on working closely with the other directors to enhance stockholder value and seize new opportunities over the long term.\" Under the terms of HC2's agreements with MG Capital, JDS1, LLC and Lancer Capital LLC, each stockholder has individually agreed to abide by customary standstill and voting provisions. The agreements will be filed on a Form 8-K with the Securities and Exchange Commission. Director Biographies: Kenneth S. Courtis is a financial executive with more than 30 years of banking, investment management and board service experience. Since January 2009, Mr. Courtis has served as the Chairman of Starfort Investment Holdings. Previously, he served as Vice Chairman and Managing Director of Goldman Sachs, and Chief Economist and Investment Strategist of Deutsche Bank Asia. He received an undergraduate degree from Glendon College in Toronto and an MA in international relations from Sussex University in the United Kingdom. He earned an MBA at the European Institute of Business Administration and received a Doctorate with honors and high distinction from l'Institut d'etudes politiques, Paris. Avram A. \"Avie\" Glazer is the principal of Lancer Capital. In addition, he currently serves as Executive Co-Chairman and Director of Manchester United Plc (NYSE: MANU). Mr. Glazer served as President and Chief Executive Officer of Zapata Corporation, a U.S. public company between from March 1995 to July 2009 and Chairman of the board of Zapata Corporation from March 2002 to July 2009. In addition to his professional experience, Mr. Glazer received a business degree from Washington University in St. Louis and received a law degree from American University, Washington College of Law. Michael Gorzynski is the Managing Member of MG Capital, an investment firm focused on complex value-oriented investments. Previously, he invested in special situations globally at Third Point LLC, a large asset management firm, where he focused on macro, event-driven, distressed, and private investments across the capital structure. He is an expert in restructurings and in the insurance and banking industries, having participated in multiple large-scale bank and insurance company restructurings. He began his career at Credit Suisse First Boston in the technology investment banking group and at Spectrum Equity Investors a private equity fund in Boston. He earned a BA from the University of California, Berkeley, and received an MBA from Harvard Business School. Shelly C. Lombard is currently an independent consultant. From 2011 to 2014, she was the Director of High Yield and Distressed Research for Britton Hill Capital, a broker dealer specializing in high yield bank debt and bonds and value equities. From 2003 to 2010, Ms. Lombard was a high yield bond analyst covering the automotive industry at Gimme Credit, a subscription bond research firm. From 1992 to 2001, she analyzed, managed, and was involved in the restructurings of proprietary investments for ING, Chase Manhattan Bank, Barclays Bank, and Credit Lyonnais. Ms. Lombard began her career at Citibank in the leveraged buyout group. Ms. Lombard has an M.B.A. in finance from Columbia University. Advisors Jefferies LLC is serving as financial advisor to HC2, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as its legal advisor. Kleinberg Kaplan is serving as MG Capital's legal advisor.\n\n\n\n\n\nAbout HC2 HC2 Holdings, Inc. is a publicly traded (NYSE: HCHC) diversified holding company, which seeks opportunities to acquire and grow businesses that can generate long-term sustainable free cash flow and attractive returns in order to maximize value for all stakeholders. HC2 has a diverse array of operating subsidiaries across multiple reportable segments, including Construction, Energy, Telecommunications, Life Sciences, Broadcasting, Insurance and Other. HC2's largest operating subsidiary is DBM Global Inc., a family of companies providing fully integrated structural and steel construction services. Founded in 1994, HC2 is headquartered in New York, New York. Learn more about HC2 and its portfolio companies at www.hc2.com. Cautionary Statement Regarding Forward-Looking Statements Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This communication, and certain oral statements made by our representatives from time to time may contain, forward-looking statements. Generally, forward-looking statements include information describing actions, events, results, strategies and expectations and are generally identifiable by use of the words \"believes,\" \"expects,\" \"intends,\" \"anticipates,\" \"plans,\" \"seeks,\" \"estimates,\" \"projects,\" \"may,\" \"will,\" \"could,\" \"might\" or \"continues\" or similar expressions. The forward-looking statements in this communication include, without limitation, any statements regarding our expectations regarding building stockholder value, future cash flow, longer-term growth and invested assets, the timing or prospects of any refinancing of HC2's remaining corporate debt, any statements regarding HC2's expectations regarding entering definitive agreements in respect of the potential divestitures of Continental Insurance and/or DBM Global, reducing HC2's leverage and related interest expense at the holding company level generally and with the net proceeds of such divestitures, reducing corporate overhead, growth opportunities at HC2's Broadcasting and Energy businesses and unlocking value at HC2's Life Sciences segment. Such statements are based on the beliefs and assumptions of HC2's management and the management of HC2's subsidiaries and portfolio companies. The Company believes these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and the Company's actual results could differ materially from those expressed or implied in the forward-looking statements due to a variety of important factors, both positive and negative, that may be revised or supplemented in subsequent statements and reports filed with the SEC, including in our reports on Forms 10-K, 10-Q and 8-K. Such important factors include, without limitation, issues related to the restatement of our financial statements; the fact that we have historically identified material weaknesses in our internal control over financial reporting, and any inability to remediate future material weaknesses; capital market conditions, including the ability of HC2 and its subsidiaries to raise capital; the ability of HC2's subsidiaries and portfolio companies to generate sufficient net income and cash flows to make upstream cash distributions; volatility in the trading price of HC2's common stock; the ability of HC2 and its subsidiaries and portfolio companies to identify any suitable future acquisition or disposition opportunities; our ability to realize efficiencies, cost savings, income and margin improvements, growth, economies of scale and other anticipated benefits of strategic transactions; difficulties related to the integration of financial reporting of acquired or target businesses; difficulties completing pending and future acquisitions and dispositions; activities by activist stockholders, including a proxy contest, consent solicitation or any unsolicited takeover proposal; effects of litigation, indemnification claims and other contingent liabilities; changes in regulations and tax laws; the risks and uncertainties associated with, and resulting from, the COVID-19 pandemic; and risks that may affect the performance of the operating subsidiaries and portfolio companies of the Company. Although HC2 believes its expectations and assumptions regarding its future operating performance are reasonable, there can be no assurance that the expectations reflected herein will be achieved. These risks and other important factors discussed under the caption \"Risk Factors\" in our most recent Annual Report on Form 10-K filed with the SEC, and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this communication. You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to HC2 or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date hereof, and unless legally required, HC2 undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.\n\n\n\n\n\nImportant Additional Information and Where to Find It HC2 plans to file a proxy statement (the \"2020 Proxy Statement\"), together with a proxy card, with the SEC, in connection with the solicitation of proxies for the 2020 Annual Meeting. STOCKHOLDERS ARE URGED TO READ THE 2020 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT HC2 FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain, free of charge, copies of the 2020 Proxy Statement, any amendments or supplements thereto and any other documents (including a proxy card) when filed by HC2 with the SEC in connection with the 2020 Annual Meeting at the SEC's website (http://www.sec.gov), at HC2's website (http://ir.hc2.com) or by contacting Okapi Partners LLC by phone at (877) 629-6355, by email at info@okapipartners.com or by mail at 1212 Avenue of the Americas, 24th Floor, New York, New York 10036. Participants in the Solicitation HC2, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2020 Annual Meeting. Additional information regarding the identity of these potential participants, none of whom (other than Philip A. Falcone, HC2's President and Chief Executive Officer, and Avram A. Glazer, the Company's Chairman of the Board) owns in excess of one percent (1%) of HC2's shares, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the 2020 Proxy Statement and other materials to be filed with the SEC in connection with the 2020 Annual Meeting. Information relating to the foregoing can also be found in HC2's Amendment No. 1 on Form 10-K (the \"Form 10-K/A\"), filed with the SEC on April 29, 2020. To the extent holdings of HC2's securities by such potential participants (or the identity of such participants) have changed since the information printed in the Form 10-K/A, such information has been or will be reflected on Statements of Ownership and Change in Ownership on Forms 3 and 4 filed with the SEC. Contact: For HC2: Investor Relations Garrett Edson ir@hc2.com (212) 235-2691 For MG Capital: Profile Greg Marose/Charlotte Kiaie, 347-343-2999 gmarose@profileadvisors.com/ckiaie@profileadvisors.com"}]}, {"title": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT ", "paragraphs": [{"qas": [{"answers": [{"text": "SECOND AMENDED AND RESTATED EXCLUSIVE AGENCY AND MARKETING AGREEMENT", "answer_start": 4098}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "The Scotts Company LLC", "answer_start": 4241}, {"text": "Monsanto Company", "answer_start": 4182}, {"text": "Monsanto", "answer_start": 1488}, {"text": "The Scotts Company", "answer_start": 4241}, {"text": "the \"Agent\"", "answer_start": 4348}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "August 31, 2017", "answer_start": 4381}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "September 30, 1998", "answer_start": 167}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "This Agreement shall commence as of the Effective Date and shall continue unless and until terminated as provided herein.", "answer_start": 138749}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 183106}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "The Agent covenants and agrees that during the Noncompetition Period, the Agent will not, nor will it permit any Affiliate to, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in, as a shareholder, partner, creditor or otherwise, any Competitive Business; provided, however, this Section 6.13(c) shall not apply to those actions of the Agent or any Affiliate (i) to the extent such actions are expressly contemplated by this Agreement, for such term of this Agreement; (ii) to the extent such actions relate to the products listed on Exhibit D hereto in the countries listed therein, the products that the Agent either owns, has contracted to purchase or entered into a letter of intent with respect to as of the Effective Date and such additional products as the parties may from time to time agree (the \"Permitted Products\"); (iii) to the extent that the Agent's interest in a Competitive Business, as a shareholder, partner, creditor or otherwise, is equal to or less than 5%; or (iv) to any separate agreement with Monsanto with respect to transgenic technology sharing.", "answer_start": 118811}, {"text": "distributes any non-selective weed control product, whether residual or non-residual, for Lawn and Garden Use or (y) competes with the Roundup L&G Business; provided, however, this Section 6.13(b) shall not apply to those actions of Monsanto or any Affiliate (i) to the extent such actions are expressly contemplated by this Agreement, for the duration of this Agreement, (ii) to the extent that immediately upon termination of this Agreement for whatever reason Monsanto or any Affiliates or successor to the Roundup L&G Business shall continue to operate the Roundup L&G Business without infringing this covenant, or (iii) to the extent that Monsanto's interest in a Competitive Business, as a shareholder, partner, creditor or otherwise, is equal to or less than 5%.", "answer_start": 116780}, {"text": "A Competitive Business shall be any business which, anywhere within the Included Markets, (x) manufactures, sells, markets or", "answer_start": 116645}, {"text": "Except as provided for in Section 3.8, Monsanto covenants and agrees that for the Noncompetition Period, Monsanto will not, nor will it permit any Affiliate to, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in, as a shareholder, partner, creditor or otherwise, any \"Competitive Business.\"", "answer_start": 116233}, {"text": "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).", "answer_start": 165234}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 162685}, {"text": "Subject to the terms and conditions hereof, Monsanto hereby appoints and agrees to use the Agent, and the Agent hereby agrees to serve, as Monsanto's exclusive agent in the Lawn and Garden Market, commencing on the Effective Date, to provide certain services in connection with Monsanto's marketing, sales, and distribution of Roundup Products to Customers.", "answer_start": 32365}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [{"text": "The Agent covenants and agrees that during the Noncompetition Period, the Agent will not, nor will it permit any Affiliate to, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in, as a shareholder, partner, creditor or otherwise, any Competitive Business; provided, however, this Section 6.13(c) shall not apply to those actions of the Agent or any Affiliate (i) to the extent such actions are expressly contemplated by this Agreement, for such term of this Agreement; (ii) to the extent such actions relate to the products listed on Exhibit D hereto in the countries listed therein, the products that the Agent either owns, has contracted to purchase or entered into a letter of intent with respect to as of the Effective Date and such additional products as the parties may from time to time agree (the \"Permitted Products\"); (iii) to the extent that the Agent's interest in a Competitive Business, as a shareholder, partner, creditor or otherwise, is equal to or less than 5%; or (iv) to any separate agreement with Monsanto with respect to transgenic technology sharing.", "answer_start": 118811}, {"text": "Notwithstanding the foregoing provisions of this Section 6.13(c), the Agent shall have the right to market and make sales of Roundup Products labeled for Lawn and Garden Use to any business that markets and makes sales to Lawn and Garden Channels in Mexico regardless of whether that business also makes sales to the Ag Market in Mexico, and such sales shall not constitute a violation of Section 6.13(c) of this Section 6.13(c).", "answer_start": 120006}, {"text": "Except as provided for in Section 3.8, Monsanto covenants and agrees that for the Noncompetition Period, Monsanto will not, nor will it permit any Affiliate to, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in, as a shareholder, partner, creditor or otherwise, any \"Competitive Business.\"", "answer_start": 116233}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": false}, {"answers": [{"text": "The Agent agrees that for the duration of the Noncompetition Period, without the prior written consent of Monsanto, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person then employed who works primarily with Roundup Products or with other products with Lawn & Garden Uses (\"Lawn & Garden Employee\") by Monsanto or any of its Affiliates or (ii) knowingly employ any Lawn & Garden Employee of Monsanto or any of its Affiliates who voluntarily terminates such employment with Monsanto (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.", "answer_start": 121065}, {"text": "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", "answer_start": 120471}, {"text": "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.", "answer_start": 120724}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": false}, {"answers": [{"text": "The Agent shall not use or facilitate the use of promotional materials which disparage Roundup Products or Industrial Property.", "answer_start": 126710}, {"text": "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.", "answer_start": 103210}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": false}, {"answers": [], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [{"text": "In the event that Monsanto engages in a process in which it seeks bids or proposals from more than one third party in connection with a contemplated Roundup Sale, the Agent shall be entitled to a fifteen (15) day exclusive negotiation period following the receipt and review by Monsanto of all bids or proposals (the \"Roundup Quiet Period\"), provided that, in determining the value of the price terms of the Agent's bid, Monsanto shall not discount the Agent's bid as a result of the fact that the Termination Fee is an offset or credit against the total purchase price, and that, during the Roundup Quiet Period, the Agent shall have the right to revise its original bid but shall not have the right to review the terms of any other bids or proposals.", "answer_start": 161765}, {"text": "Monsanto may consummate a Roundup Sale with any third party only if such Roundup Sale is made pursuant to the acceptance by Monsanto of a Roundup Superior Offer.", "answer_start": 162518}, {"text": "within ninety (90) days of receipt of the Product Offer to accept the New Product, then such New Product shall be, without further action or amendment, included within the definition of Roundup Products and be subject to the terms and conditions of this Agreement.", "answer_start": 94794}, {"text": "If the Agent agrees in writing", "answer_start": 94754}, {"text": "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.", "answer_start": 93627}, {"text": "For a period of sixty (60) days from the last date of receipt by the Agent of the Roundup Sale Notice and any related Roundup Offering Materials as set forth in Section 10.6(a)(ii) (the \"Exclusive Roundup Sale Period\"), Monsanto agrees to negotiate in good faith with the Agent on an exclusive basis with respect to any potential Roundup Sale.", "answer_start": 160870}, {"text": "If the Agent fails to agree in writing to accept the Product Offer within such ninety (90) days of receipt, then Monsanto shall have the exclusive right to manufacture, package, promote, distribute, and sell such New Product in the Included Markets, regardless of any actual or potential conflict with the terms of Agreement.", "answer_start": 95337}, {"text": "If Monsanto (A) receives an unsolicited proposal with respect to a potential Roundup Sale and responds in any manner, other than rejecting such proposal, (B) solicits or makes a formal determination to solicit or make any proposal with respect to a potential Roundup Sale or (C) enters into an agreement relating to the provision of information with respect to a potential Roundup Sale (each a \"Roundup Sale Notice Trigger\"), the Agent shall have the rights as set forth in this Section 10.6 with respect to any such Roundup Sale and Monsanto shall promptly provide written notice to the Agent of such Roundup Sale as set forth", "answer_start": 159353}, {"text": "The Product Offer shall be in writing, shall be in sufficient detail describing such New Product, and shall be made within sixty (60) days of the date of commercialization of such New Product for uses other than Lawn and Garden Use. In no event shall Monsanto, directly or indirectly, commercialize any New Product for Lawn and Garden Use in the Included Markets without first offering such New Product to the Agent pursuant to the terms of this Section 6.10.", "answer_start": 94294}, {"text": "in Section 10.6(a)(ii) (a \"Roundup Sale Notice\").", "answer_start": 159990}, {"text": "In the event that the Agent develops, or obtains access to, any new natural nonselective weedkiller products (including, without limitation, any herbicidally active substances which are plant extracts, including those derived from oleic acid or which are derived from plant extracts by processing including active substances) in Canada during the respective term of this Agreement, the Agent will grant Monsanto a right of first refusal to include such new products in the Roundup P&L on the same terms as agreed for the current Natural Products, and if accepted, such new products will become Natural Products.", "answer_start": 101287}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 176285}, {"text": "In addition, notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the licenses for the Additional Roundup Products Trademarks upon a Change of Control with respect to Monsanto or a Roundup Sale, provided that Monsanto has provided the Agent with prior written notice of, and has obtained the Agent's prior written consent to, such assignment, which consent shall not be unreasonably withheld.", "answer_start": 110325}, {"text": "In addition to its right to terminate this Agreement pursuant to Section 10.9, Monsanto shall have the right to terminate this Agreement by giving the Agent a termination notice specified for each termination event upon the occurrence and continuance of either of the following:\n\n(1) An Event of Default occurring at any time; or", "answer_start": 138987}, {"text": "(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.", "answer_start": 139326}, {"text": "For the avoidance of doubt, in no event shall this Agreement be transferred, delegated, or assigned by a party (by operation of law, Change of Control, or otherwise) to a third party unless the applicable portions of the License Agreement are also transferred to such third party.", "answer_start": 179326}, {"text": "An Event of Default shall mean any of the following occurrences:", "answer_start": 139588}, {"text": "the occurrence of a Change of Control of an SMG Target without the prior written consent of Monsanto, unless the Agent has determined in its reasonable commercial opinion that such acquiror can and will fully perform the duties and obligations of the Agent under this Agreement;", "answer_start": 140179}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 176285}, {"text": "(4) the Agent shall be entitled to transfer and assign its rights, interests and obligations hereunder and under the License Agreement with respect to the Included Markets; provided, that (A), the Agent may only make one (1) assignment pursuant to this Section 11.8(b)(4) with respect to the North America Territories and one (1) assignment pursuant to this Section 11.8(b)(4) with respect to any Other Included Markets, (B) the Agent determines in its reasonable commercial opinion that the assignee of such rights pursuant to this Section 11.8(b)(4) can and will fully perform the duties and obligations under the License Agreement and with respect to the Roundup L&G Business in such Included Markets as specified in the License Agreement and this Agreement and (C) that any such assignee shall be subject to the provisions of the License Agreement and this Agreement as if it were an original party to each agreement.", "answer_start": 178129}, {"text": "Any transfer or assignment not permitted by this Section 11.8 shall be null and void.", "answer_start": 179607}, {"text": "Market (whether by sale or transfer of equity interests or assets, merger or otherwise); provided, that any such assignee shall be subject to the provisions of this Agreement as if it were the original party hereto, including, without limitation, this Section 11.8;", "answer_start": 177439}, {"text": "Notwithstanding anything in this Agreement to the contrary, the Agent may not transfer or assign any rights, interests or obligations (i) under this Agreement to any Restricted Party or (ii) that are provided pursuant to Sections 10.5(d) or 10.6 of this Agreement.", "answer_start": 179056}, {"text": "(2) Subject to Agent's rights set forth in Section 10.6, Monsanto shall have the right to transfer and assign all or a portion of its rights, interests and obligations hereunder to a Person that acquires all or a portion of Monsanto's business related to the Lawn and Garden", "answer_start": 177155}, {"text": "For the avoidance of doubt, in no event shall this Agreement be transferred, delegated, or assigned by a party (by operation of law, Change of Control, or otherwise) to a third party unless the applicable portions of the License Agreement are also transferred to such third party.", "answer_start": 179326}, {"text": "Notwithstanding the foregoing:", "answer_start": 176706}, {"text": "An Event of Default shall mean any of the following occurrences:", "answer_start": 139588}, {"text": "the occurrence of a Change of Control of an SMG Target without the prior written consent of Monsanto, unless the Agent has determined in its reasonable commercial opinion that such acquiror can and will fully perform the duties and obligations of the Agent under this Agreement;", "answer_start": 140179}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits).", "answer_start": 74985}, {"text": "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\").", "answer_start": 67836}, {"text": "In the event that in the normal course of business the Agent determines based on satisfactory evidence that a material amount of additional Roundup Ag Products, above Program Year 2016 sales levels (such amount, the \"Historical Threshold\"), are being sold directly by Monsanto (or directly by any successor entity which holds the rights to manufacture, sell or commercialize the Roundup Pro SKU) through Lawn and Garden Channels in the Included Markets, the parties shall negotiate in good faith to include, subject to the principles set forth in Section 3.8(d), an appropriate percentage of such incremental sales that exceed the Historical Threshold to reflect such Lawn and Garden Use within the definition of Program Sales Revenues so that the Agent receives credit therefor for purposes of calculating the Agent's Commission, or such other compensation as required to fully compensate the Agent for lost Commission as a result of such sales of Roundup Ag Products above the Historical Threshold as the Parties may agree (collectively, the \"Additional Amount\").", "answer_start": 71895}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to", "answer_start": 105907}, {"text": "Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below) to use the Additional Roundup Products Formulation Data to make, sell and offer for sale, in the Included Markets for each such Additional Roundup Product, products comparable to such Additional Roundup Products, and to the limited extent necessary, to register such products with federal, state or territorial government authorities (as may be required by law) in the United States and its territories.", "answer_start": 106774}, {"text": "For the avoidance of doubt, the Agent currently uses and/or may in the future use the Canada Marks on products in categories other than non-selective weedkillers for Lawn & Garden Use, and the license granted to Monsanto herein shall not affect or restrict the Agent's rights in such other categories.", "answer_start": 97635}, {"text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks", "answer_start": 109236}, {"text": "sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories.", "answer_start": 106086}, {"text": "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.", "answer_start": 97010}, {"text": "License\").", "answer_start": 109798}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "In addition, notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the licenses for the Additional Roundup Products Trademarks upon a Change of Control with respect to Monsanto or a Roundup Sale, provided that Monsanto has provided the Agent with prior written notice of, and has obtained the Agent's prior written consent to, such assignment, which consent shall not be unreasonably withheld.", "answer_start": 110325}, {"text": "The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to", "answer_start": 105907}, {"text": "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. Mon", "answer_start": 97010}, {"text": "Notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the license for the Additional Roundup Products Formulation Data upon a Change of Control with respect to Monsanto or a Roundup Sale.", "answer_start": 110112}, {"text": "Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks", "answer_start": 109236}, {"text": "sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories.", "answer_start": 106086}, {"text": "Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below) to use the Additional Roundup Products Formulation Data to make, sell and offer for sale, in the Included Markets for each such Additional Roundup Product, products comparable to such Additional Roundup Products, and to the limited extent necessary, to register such products with federal, state or territorial government authorities (as may be required by law) in the United States and its territories.", "answer_start": 106774}, {"text": "License\").", "answer_start": 109798}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [{"text": "Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below) to use the Additional Roundup Products Formulation Data to make, sell and offer for sale, in the Included Markets for each such Additional Roundup Product, products comparable to such Additional Roundup Products, and to the limited extent necessary, to register such products with federal, state or territorial government authorities (as may be required by law) in the United States and its territories.", "answer_start": 106774}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": false}, {"answers": [], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "Upon such expiration or termination, the Agent will purchase any remaining inventory of the Additional Roundup Products, including any components thereof, at cost.", "answer_start": 109943}, {"text": "The Agent and Monsanto shall each maintain true and complete records in connection with this Agreement and shall retain all such records for at least forty-eight (48) months following the termination or expiration of this Agreement.", "answer_start": 128342}, {"text": "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).", "answer_start": 165234}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "The audit shall be at the cost of Monsanto unless any material error has been committed by the Agent, in which case the Agent shall bear the cost of the audit.", "answer_start": 58230}, {"text": "At all times, the Agent shall make available via computer and/or original documentation, to the members of the Global Support Team continuous access to the Roundup Records as appropriate on a need-to-know basis, such access shall include, but not be limited to, daily sales updates and additional financial reporting with such detail as Monsanto may reasonably request from time to time.", "answer_start": 56195}, {"text": "\u2022arranging for warehousing of adequate inventory levels of Roundup Products in sufficient quantities to satisfy the criteria set forth in the Annual Business Plan.", "answer_start": 34673}, {"text": "Upon exercise of its right of audit, and discovery of any disputed item, Monsanto shall provide written notice of dispute to the Agent.", "answer_start": 58390}, {"text": "Physical inventories shall be conducted by September 30 of every calendar year and Monsanto shall have the right to request physical counts on specific product at any time upon reasonable request (which shall be at Monsanto's cost if there are more than two such counts in any Program Year) and to observe or conduct physical counts with Monsanto's representatives;\n\n\u2022reconciling the physical inventory to perpetual records;\n\n\u2022physically moving the Roundup Products out of the warehouse by following a First In, First Out (\"FIFO\") policy; and", "answer_start": 34121}, {"text": "From time to time, as Monsanto or the Steering Committee may request, the Agent shall permit, upon reasonable request and during normal business hours, representatives of Monsanto or the Steering Committee to inspect, with regard to Roundup Products, the Agent's inventories, warehousing, and shipping procedures.", "answer_start": 93054}, {"text": "Monsanto shall have the right to periodically audit or have an independent accountant audit, on Monsanto's behalf, all the Roundup Records.", "answer_start": 58090}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "to Section 10.4(c) and the Agent shall waive its right to exercise any other remedies otherwise available at law or in equity.", "answer_start": 144446}, {"text": "If Monsanto does contest the occurrence of the alleged Brand Decline Event by submitting such alleged Brand Decline Event to resolution through arbitration in accordance with the provisions of Section 10.4(g) of this Agreement within ninety (90) days of receipt of such notice from the Agent, then the question of whether a Brand Decline Event has occurred will be finally determined in accordance with the provisions of Section 10.4(g) of this Agreement, and if a Brand Decline Event is finally determined to have occurred, then the Brand Decline Event shall be deemed to have occurred as of the date of such notice, and thereafter the Agent shall be entitled to either, as the Agent's sole remedy, (x) terminate this Agreement, which termination shall be effective at the end of the third (3rd) full Program Year following the Program Year in which the Agent delivers notice of termination pursuant to this Section 10.5(d)(iii), or (y) not terminate this Agreement and be entitled to the Additional Commission Amount (in addition to the Commission) set forth in Section 10.5(d)(iv) below, which Additional Commission Amount shall be subject to all other terms and conditions of this Agreement with respect to the Commission, except as otherwise expressly stated in this Section 10.5(d).", "answer_start": 156959}, {"text": "arbitration in accordance with the provisions of Section 10.4(g) of this Agreement within ninety (90) days of receipt of such notice from the Agent, then that Brand Decline Event shall be deemed to have occurred as of the date of such notice, and thereafter the Agent shall be entitled to either, as the Agent's sole remedy, (x) terminate this Agreement, which termination shall be effective at the end of the third (3rd) full Program Year following the Program Year in which the Agent delivers notice of termination pursuant to this Section 10.5(d)(ii), or (y) not terminate this Agreement and be entitled to the Additional Commission Amount (in addition to the Commission) set forth in Section 10.5(d)(iv) below, which Additional Commission Amount shall be subject to all other terms and conditions of this Agreement with respect to the Commission, except as otherwise expressly stated in this Section 10.5(d).", "answer_start": 156039}, {"text": "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.", "answer_start": 143710}, {"text": "If Monsanto does not contest the occurrence of the alleged Brand Decline Event by submitting such alleged Brand Decline Event to resolution through", "answer_start": 155882}, {"text": "The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant", "answer_start": 144189}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [{"text": "(1) in the event the Agreement is effectively terminated by either Monsanto or its successor or by the Agent upon Material Breach, Material Fraud or Material Willful Misconduct by Monsanto as provided for in Section 10.5.(c);\n\n(2) no later than the effective date of the applicable termination notice and no later than the effective date of the termination; and\n\n(3) only in the event the Agent does not become the successor to the Roundup Business, in which case the Termination Fee shall not be paid but shall be credited against the purchase price as described in Section 10.4(d).", "answer_start": 141722}, {"text": "Except for termination of this Agreement by Monsanto upon any Event of Default, a Termination Fee (as specified in Section 10.4.(d)) shall only be paid either by Monsanto or by the successor to the Roundup Business, as the case may be, upon the following terms and conditions:", "answer_start": 141436}, {"text": "Monsanto and the Agent stipulate and agree that the injury which will be caused to the Agent by the termination of this Agreement under the circumstances which shall give rise to the payment of the Termination Fee are difficult or impossible of accurate estimation; that by establishing the Termination Fee they intend to provide for the payment of damages and not a penalty; and that the sum stipulated for the Termination Fee is a reasonable pre-estimate of the probable loss which will be suffered by the Agent in the event of such termination.", "answer_start": 142328}, {"text": "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).", "answer_start": 154684}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": false}, {"answers": [], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 90591}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [{"text": "Monsanto further agrees that it will in no way dispute, impugn or attack the validity of said Canada Marks or OMS Investments, Inc.'s or the Agent's rights thereto.", "answer_start": 99275}, {"text": "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.", "answer_start": 111708}], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT __Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.14(a)\n\nSECOND AMENDED AND RESTATED  EXCLUSIVE AGENCY AND  MARKETING AGREEMENT by and between MONSANTO COMPANY\n\nand\n\nTHE SCOTTS COMPANY LLC  Effective as of September 30, 1998\n\n\n\n\n\nTABLE OF CONTENTS\n\nArticle 1 - DEFINITIONS AND RULES OF CONSTRUCTION 1\n\n Section 1.1 Definitions 1\n\n Section 1.2 Rules of Construction and Interpretation 9\n\nArticle 2 - EXCLUSIVE AGENCY AND DISTRIBUTORSHIP 9\n\n Section 2.1 Appointment of the Exclusive Agent 9\n\n Section 2.2 The Agent's Obligations and Standards 10\n\n Section 2.3 Appointment of Sub-Agents and Sub-Distributors 13\n\n Section 2.4 Limitations on Agent 13\n\n Section 2.5 Changes to Markets 13\n\n Section 2.6 Scotts Miracle-Gro Sale Procedures 15\n\n Section 2.7 Compliance 15\n\nArticle 3 - ACCOUNTING AND CASH FLOW FOR THE ROUNDUP L&G BUSINESS 17\n\n Section 3.1 Bookkeeping and Financial Reporting 17\n\n Section 3.2 Ordering, Invoicing and Cash Flow Cycle 18\n\n Section 3.3 Expenses and Allocation Rules 19\n\n Section 3.4 Resolution of Disputes Arising under Article 3 20\n\n Section 3.5 Fixed Contribution to Expenses 20\n\n Section 3.6 Commission 20\n\n Section 3.7 [Intentionally deleted] 21\n\n Section 3.8 Additional Commission 21\n\nArticle 4 - ROUNDUP L&G BUSINESS MANAGEMENT STRUCTURE 23\n\n Section 4.1 Underlying principles for the Roundup L&G Business Management Structure. 23\n\n Section 4.2 Steering Committee 23\n\n Section 4.3 Business Units 25\n\n Section 4.4 Global Support Team 25\n\nArticle 5 - DUTIES AND OBLIGATIONS OF MONSANTO 26\n\n Section 5.1 Monsanto's Obligations and Rights 26\n\n Section 5.2 Warranties 27\n\nArticle 6 - REPORTS AND ADDITIONAL OBLIGATIONS OF THE PARTIES 27\n\n Section 6.1 Cooperation 27\n\n Section 6.2 Use of EDI 27\n\nii\n\n\n\n\n\n Section 6.3 The Agent's Systems and Reporting Obligation 27\n\n Section 6.4 Employee Incentives 28\n\n Section 6.5 Insurance 28\n\n Section 6.6 Liens 28\n\n Section 6.7 Promoting Safe Use-Practices 29\n\n Section 6.8 Monsanto Inspection Rights 29\n\n Section 6.9 Recalls 29\n\n Section 6.10 New Roundup Products 29\n\n Section 6.11 Additional Roundup Products 32\n\n Section 6.12 Confidentiality 34\n\n Section 6.13 Noncompetition 35\n\n Section 6.14 Industrial Property 37\n\n Section 6.15 Conflicts of Interest 38\n\n Section 6.16 Records Retention 39\n\n Section 6.17 Additional Covenant of the Agent 39\n\n Section 6.18 Roundup Telephone Number 39\n\n Section 6.19 Additional Obligations 39\n\nArticle 7 - [Reserved] 39\n\nArticle 8 - REPRESENTATIONS, WARRANTIES, AND COVENANTS 39\n\n Section 8.1 The Agent's Representations and Warranties 39\n\n Section 8.2 Monsanto's Representations and Warranties 40\n\nArticle 9 - INDEMNIFICATION 41\n\n Section 9.1 Indemnification and Claims Procedures 41\n\nArticle 10 - TERMS, TERMINATION, AND FORCE MAJEURE 42\n\n Section 10.1 Terms 42\n\n Section 10.2 [Reserved] 42\n\n Section 10.3 [Reserved] 42\n\n Section 10.4 Termination by Monsanto 42\n\n Section 10.5 Termination by the Agent 47\n\n Section 10.6 Roundup Sale 50\n\n Section 10.7 Effect of Termination 52\n\n Section 10.8 Force Majeure 53\n\niii\n\n\n\n\n\n Section 10.9 [Intentionally deleted] 53\n\nArticle 11 - MISCELLANEOUS 53\n\n Section 11.1 Relationship of the Parties 53\n\n Section 11.2 Interpretation in accordance with GAAP 54\n\n Section 11.3 Currency 54\n\n Section 11.4 Monsanto Obligations 54\n\n Section 11.5 Expenses 54\n\n Section 11.6 Entire Agreement 54\n\n Section 11.7 Modification and Waiver 55\n\n Section 11.8 Assignment 55\n\n Section 11.9 Notices 56\n\n Section 11.10 Severability 57\n\n Section 11.11 Equal Opportunity 57\n\n Section 11.12 Governing Law 58\n\n Section 11.13 Public Announcements 58\n\n Section 11.14 Counterparts 59\n\nLIST OF EXHIBITS  Exhibit D: Permitted Products LIST OF SCHEDULES    Schedule 1.1(a): Activated Included Markets  Schedule 1.1(b): Roundup Products  Schedule 2.2(a): Annual Business Plan Template  Schedule 3.2 (d): Form of Reconciliation Statement  Schedule 3.3(c): Income Statement Definitions and Allocation Methods  Schedule 4.2 (a): Steering Committee  Schedule 6.11(a): Additional Roundup Products  Schedule 6.11(f): Additional Roundup Products Trademarks\n\niv\n\n\n\n\n\nSECOND AMENDED AND RESTATED  EXCLUSIVE AGENCY AND  MARKETING AGREEMENT\n\nTHIS SECOND AMENDED AND RESTATED EXCLUSIVE AGENCY AND MARKETING AGREEMENT by and between Monsanto Company, a Delaware corporation (\"Monsanto\"), and The Scotts Company LLC, an Ohio limited liability company (f/k/a The Scotts Company, an Ohio corporation) (the \"Agent\"), is entered into on August 31, 2017 (the \"Execution Date\"), and shall amend and restate and supersede in its entirety the Amended and Restated Exclusive Agency Marketing Agreement and all other agreements to the extent addressed by or incorporated into this Agreement, dated as of September 30, 1998, as amended and restated as of November 11, 1998, and as amended and/or restated from time to time (collectively, the \"Original Agreement\"), with respect to the countries and territories described in this Agreement. Other countries and territories included in the Original Agreement that, as of the Execution Date, will no longer be addressed in this Agreement will be addressed in a separate agreement, effective as of the Execution Date, with respect to such countries and territories by and between Monsanto and the purchaser of Agent's international business. Monsanto and the Agent are sometimes referred to herein as the \"parties.\"\n\nWITNESSETH:\n\nWHEREAS, Monsanto is engaged in the research, development, and commercialization of certain agricultural products;\n\nWHEREAS, Monsanto has developed and sells Roundup Products (as defined below) and is the exclusive owner of all rights, patents, licenses, and trademarks associated therewith, and possesses the knowledge, know-how, technical information, and expertise regarding the process and manufacture of Roundup Products;\n\nWHEREAS, the Agent has certain expertise in the promotion, distribution, marketing, and sale of home and garden products;\n\nWHEREAS, Monsanto does not currently possess, nor desire to establish, a distribution system for Roundup Products;\n\nWHEREAS, the Agent's distribution system is well-suited for the promotion, distribution, marketing, and sale of Roundup Products;\n\nWHEREAS, Monsanto desires that the Agent serve as Monsanto's exclusive agent for the marketing and distribution of Roundup Products, and the Agent desires to so serve, all on the terms set forth in this Agreement; and\n\n1\n\n\n\n\n\nNOW, THEREFORE, in consideration of the foregoing, the terms and provisions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n\nARTICLE 1 - DEFINITIONS AND RULES OF CONSTRUCTION\n\nSection 1.1 Definitions. As used herein, the following terms shall have the meanings ascribed to them below:\n\n\"365 Gross Profits\" shall mean the aggregate amount of all invoice sales of Roundup 365 less reasonable amounts for product returns and credits, trade allowances, Cost of Goods Sold applicable to Roundup 365 and 365 Distribution Costs of Roundup 365.\n\n\"365 Distribution Costs\" shall mean the aggregate costs for freight in, freight out, warehousing and distribution administration of Roundup 365.\n\n\"Activated Included Markets\" means those Included Markets that are currently being serviced by the Agent, which are listed on Schedule 1.1(a); provided, that the Activated Included Markets may be modified from time to time pursuant to Section 2.5.\n\n\"Additional Commission Amount\" shall have the meaning set forth in Section 10.5(d)(iv).\n\n\"Additional Roundup Products\" shall have the meaning set forth in Section 6.11(a).\n\n\"Additional Roundup Products Formulation Data\" shall have the meaning set forth in Section 6.11(a).\n\n\"Additional Roundup Products Trade Dress\" shall have the meaning set forth in Section 6.11(l).\n\n\"Additional Roundup Products Trademarks\" shall have the meaning set forth in Section 6.11(f).\n\n\"Additional Roundup Products Trademarks License\" shall have the meaning set forth in Section 6.11(g).\n\n\"Affiliate\" of a person or entity shall mean: (i) any other person or entity directly, or indirectly through one or more intermediaries, controlling, controlled by, or under common control with such person or entity, (ii) any officer, director, partner, member, or direct or indirect beneficial owner of any 10% or greater of the equity or voting interests of such person or entity, or (iii) any other person or entity for which a person or entity described in clause (ii) acts in such capacity.\n\n\"Ag Competitor\" means any company developing, manufacturing, selling, marketing and/or distributing agricultural herbicides with net sales of agricultural herbicides in excess of Three Billion Dollars ($3,000,000,000) including, without limitation, The Dow Chemical Company, Bayer\n\n2\n\n\n\n\n\nAG, Syngenta AG, BASF SE and E. I. DuPont de Nemours and Company (or any Affiliate of any of such entities and its and their successors and assigns).\n\n\"Ag Market\" means professionals (which, for the avoidance of doubt, includes farmers) who purchase and use Roundup Ag Products for agricultural, professional and industrial uses.\n\n\"Agent\" shall have the meaning set forth in the preamble to this Agreement.\n\n\"Agent Proposed Product\" shall have the meaning set forth in Section 6.10(b).\n\n\"Annual Business Plan\" shall have the meaning set forth in Section 2.2(a) hereof.\n\n\"Approved Expense\" shall have the meaning set forth in Section 3.3(a) hereof.\n\n\"Allocated\" means allocated pursuant to the Allocation Rules set forth in Schedule 3.3(c) hereof.\n\n\"Allocated Expense\" shall have the meaning set forth in Section 3.3(c).\n\n\"Brand Decline Event\" shall have the meaning set forth in Section 10.5(d)(i).\n\n\"Budget\" shall have the meaning set forth in Section 3.3(a) hereof.\n\n\"Business Unit\" shall have the meaning set forth in Section 4.3(a).\n\n\"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.\n\n\"Commission\" shall have the meaning set forth in Section 3.6(a) hereof.\n\n\"Commission Statement\" means, for any given Program Year, the statement prepared by the Agent on behalf of Monsanto pursuant to Section 3.6(c) detailing Program EBIT and the amount of the Commission for such Program Year.\n\n\"Contribution Payment\" shall have the meaning set forth in Section 3.5(a) hereof.\n\n\"Cost of Goods Sold\" means, for any given Program Year, the aggregate cost, as determined in accordance with GAAP applied on a consistent basis, of Roundup Products sold for such Program\n\n3\n\n\n\n\n\nYear; provided, however, in computing this amount, the cost of Glyphosate, which is a component of this Cost of Goods Sold, shall equal the amount set forth in the Transfer Price, for such Program Year.\n\n\"Customers\" means, with respect to the Activated Included Markets, any Lawn and Garden Channel purchaser of Roundup Products for resale to the Lawn and Garden Market.\n\n\"EDI\" means electronic data interchange.\n\n\"Effective Date\" means September 30, 1998.\n\n\"Event of Default\" shall have the meaning set forth in Section 10.4(b) hereof.\n\n\"Excluded Markets\" means (i) any country subject to a comprehensive U.S. trade embargo; (ii) countries subject to other relevant embargos and trade restrictions to the extent that such relevant embargos and trade restrictions would materially adversely impact either party's ability to fulfill such party's duties and obligations under this Agreement; (iii) each other country expressly excluded from Included Markets and (iv) the Excluded Specified Markets. The Excluded Markets may be modified from time to time pursuant to Section 2.5.\n\n\"Excluded Specified Markets\" means every country, other than Israel and China, throughout the continents of Europe, Africa, Asia, Australia and Antarctica.\n\n\"Exclusive Mexican Businesses\" shall have the meaning set forth in the definition of \"Lawn and Garden Channels.\"\n\n\"Expense(s)\" shall mean any expense or cost, direct or Allocated, incurred by either party in connection with the Roundup L&G Business, including (i) general, marketing, administrative and technical costs or expenses which shall include (a) the Allocated portion of the salary and bonus of the members of the Global Support Team to the extent such members are working on matters related to the Roundup L&G Business and (b) the Allocated portion of the salary and bonus of the employees of Agent's Business Units to the extent such employees are working on matters related to the Roundup L&G Business, (ii) service costs directly related to the Roundup L&G Business and (iii) any capital expenses approved by the Steering Committee.\n\n\"FIFRA\" means the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C.A. \u00a7135, et seq., as amended.\n\n\"Formulation Agreement\" means that certain Amended and Restated Formulation Agreement, dated as of February 24, 2012, by and between Monsanto and the Agent for the manufacture and packaging by the Agent of Roundup Products solely for North America to be entered by the parties upon closing of the sale of the Non-Roundup Assets.\n\n\"GAAP\" means generally accepted accounting principles as applied as of the Effective Date, as referred to in paragraphs 10 and 11 of the American Institute of Certified Public Accountants Statement on Auditing Standards No. 69.\n\n4\n\n\n\n\n\n\"Global Support Team\" shall have the meaning set forth in Section 4.4(a) hereof.\n\n\"Glyphosate\" means N-phosphonomethylglycine in any form, including, but not limited to its acids, esters, and salts.\n\n\"Included Markets\" means every country throughout the North American continent, South American continent, the Caribbean, Israel and China, other than the Excluded Markets; provided, that the Included Markets may be modified from time to time pursuant to Section 2.5.\n\n\"Income Taxes\" means federal, state, local, or foreign taxes imposed on net income or profits; provided, however, such term shall not include any \"sales or use\" or \"ad valorem\" taxes (as such terms are customarily used) imposed on or resulting from the sale of Roundup Products.\n\n\"Industrial Property\" shall have the meaning set forth in Section 6.14 hereof.\n\n\"Insolvency\" of the Agent means that the Agent is generally not paying its debts as they become due, or admits in writing its inability to pay its debts generally, or makes a general assignment for the benefit of creditors or institutes any proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeks the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property; or the Agent takes any action to authorize any of the actions described above in this definition, or any proceeding is instituted against the Agent seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, and, as to any such proceeding, if being contested by the Agent in good faith, such proceedings remain undismissed or unstayed for a period of sixty (60) days.\n\n\"Lawn and Garden Channels\" include: (i) retail outlets primarily serving the Lawn and Garden Market; (ii) independent nurseries and hardware co-ops; (iii) home centers (like Home Depot or Lowes); (iv) mass merchants (like Wal-Mart or K-Mart); (v) membership/warehouse clubs serving the Lawn and Garden Market; (vi) other current or future channels of trade generally accepted and practiced as Lawn and Garden channels in the industry as may be determined from time to time by the Steering Committee; and (vii) in Mexico, the following sales channels are deemed to be exclusively within the Lawn and Garden Channels: Wal-Mart, Grupo Chedraui, COSTCO, City Club, Soriana, HEB, Home Depot and Lowes (the entities described in this clause (vii), the \"Exclusive Mexican Businesses\").\n\n\"Lawn and Garden Employee\" shall have the meaning set forth in Section 6.13(e).\n\n\"Lawn and Garden Market\" means non-professionals who purchase and use Roundup Products for Lawn and Garden Uses.\n\n5\n\n\n\n\n\n\"Lawn and Garden Use\" means (a) Residential Use as defined in 40 C.F.R. 152.3(u), and (b) any use for which a pesticide can be registered for use under FIFRA or other statutes, rules and regulations throughout the Included Markets in connection with vegetation control in, on or around homes, residential lawns, and residential gardens.\n\n\"Laws\" shall mean, with respect to any country, such country's statutes, regulations, rules, ordinances, or all other applicable laws.\n\n\"License Agreement\" means the Lawn and Garden Brand Extension Agreement entered into as of May 15, 2015 by and between Monsanto and the Agent, as amended.\n\n\"MM\" means after each number million in U.S. Dollars.\n\n\"Material Breach\" shall mean:\n\n(a) as to the Agent, a breach of this Agreement, which, as initially determined by Monsanto, with the written agreement of the Agent, or as determined by the Arbitrators pursuant to Section 10.4(g) of this Agreement: (i) is material; (ii) has not been cured within ninety (90) days after written notice thereof has been provided to Agent in accordance with Section 11.9 hereof; and (iii) is not remediable either by the payment of damages by Agent to Monsanto or by a decree of specific performance issued against Agent.\n\n(b) as to Monsanto, a breach of this Agreement, which, as initially determined by Agent, with the written agreement of Monsanto, or as determined by the Arbitrators pursuant to Section 10.4(g) of this Agreement: (i) is material; (ii) has not been cured within ninety (90) days after written notice thereof has been provided to Monsanto in accordance with Section 11.9 hereof; and (iii) is not remediable either by the payment of damages by Monsanto to Agent or by a decree of specific performance issued against Monsanto.\n\n\"Material Fraud\" shall mean:\n\n(a) as to Agent, one or more fraudulent acts or omissions committed by Agent or its officers or employees, which, as initially determined by Monsanto, with the written agreement of the Agent, or as determined by the Arbitrators pursuant to Section 10.4(g) of this Agreement: (i) is material; (ii) was engaged in with the intent to deceive Monsanto; and (iii) either a) has not been cured within ninety (90) days after written notice thereof has been provided to Agent in accordance with Section 11.9 hereof, or b) cannot be cured in the commercially reasonable opinion of Monsanto, and, if applicable, the Arbitrators.\n\n(b) as to Monsanto, one or more fraudulent acts or omissions committed by Monsanto or its officers or employees, which, as initially determined by Agent, with the written agreement of Monsanto, or as determined by the Arbitrators pursuant to Section 10.4(g) of this Agreement: (i) is material; (ii) was engaged in with the intent to deceive Agent; and (iii) either a) has not been cured within ninety (90) days after written notice thereof has been provided to Monsanto in accordance with Section 11.9 hereof, or b) cannot be cured in the commercially reasonable opinion of Agent, and, if applicable, the Arbitrators.\n\n6\n\n\n\n\n\n\"Material Willful Misconduct\" shall mean:\n\n(a) as to Agent, one or more acts or omissions committed by Agent or its officers or employees, which, as initially determined by Monsanto, with the written agreement of the Agent, or as determined by the Arbitrators pursuant to Section 10.4(g) of this Agreement: (i) is material; (ii) constitutes willful misconduct; and (iii) either a) has not been cured within ninety (90) days after written notice thereof has been provided to Agent in accordance with Section 11.9 hereof, or b) cannot be cured in the commercially reasonable opinion of Monsanto, and, if applicable, the Arbitrators.\n\n(b) as to Monsanto, one or more acts or omissions committed by Monsanto or its officers or employees, which, as initially determined by Agent, with the written agreement of Monsanto, or as determined by the Arbitrators pursuant to Section 10.4(g) of this Agreement: (i) is material; (ii) constitutes willful misconduct; and (iii) either a) has not been cured within ninety (90) days after written notice thereof has been provided to Monsanto in accordance with Section 11.9 hereof, or b) cannot be cured in the commercially reasonable opinion of Agent, and, if applicable, the Arbitrators.\n\n\"Mexican Roundup Ag Products\" shall mean Roundup Ag Products in the Ag Market in Mexico marketed under the brand names \"Faena,\" \"Faena Fuerte 360,\" \"Rival\" and \"Roundup\" (or any variation thereof) as well as any new Roundup Ag Products of any SKU size that are not labeled for the Lawn and Garden Market and are not ready-to-use products that Monsanto may, in its sole discretion, introduce into the Ag Market in Mexico.\n\n\"Monsanto\" means Monsanto Company, a Delaware corporation.\n\n\"Monsanto CRC\" shall have the meaning set forth in Section 5.1(c).\n\n\"Netbacks\" means the expenses related to the Roundup L&G Business specified as such in Schedule 3.3(c).\n\n\"New Product\" shall have the meaning set forth in Section 6.10 hereof.\n\n\"North America\" means the United States of America, Puerto Rico, Canada and Mexico.\n\n\"North America Territories\" means the United States of America, Puerto Rico, Canada, Mexico and the Caribbean countries.\n\n\"Other Included Markets\" means any Included Market other than the North America Territories.\n\n\"Person\" means an individual, partnership, limited liability company, joint venture, association, corporation, trust, or any other legal entity.\n\n\"Prime Rate\" means, on any given date, the prime rate as published in the Wall Street Journal, for such date or, if not published therein, in another publication having national distribution.\n\n7\n\n\n\n\n\n\"Product Offer\" shall have the meaning set forth in Section 6.10 hereof.\n\n\"Program EBIT\" means, for any given Program Year, the amount of Program Sales Revenues for such Program year, less the amount of Program Expenses for such Program Year, provided, however, for purposes of determining the Agent's Commission.\n\n\"Program Expenses\" means, for any given Program Year, applied on a consistent basis and in accordance with GAAP and the terms of this Agreement, the sum (without duplication) of (i) the aggregate Approved Expenses for such Program Year and (ii) the Cost of Goods Sold for such Program Year.\n\n\"Program Sales Revenue\" means, for any given Program Year, applied on a consistent basis and in accordance with GAAP, all revenues received or accrued by any party hereto from the sale of Roundup Products, less reasonable amounts for returns and credits, consistent with past practice.\n\n\"Program Year\" means the period of time beginning on October 1st of a specific calendar year and ending on September 30th of the immediately following calendar year, or such shorter period if a particular Program Year starts or ends in the middle of such Program Year.\n\n\"Quarter\" means any consecutive three-month period of a calendar year.\n\n\"Restricted Party\" shall have the meaning as set forth in Section 2.7(f) hereof.\n\n\"Roundup 365\" means non-selective residual weed and grass killer to be sold under the name Roundup Max Control 365.\n\n\"Roundup L&G Business\" means the marketing, sale, and distribution of Roundup Products through Lawn and Garden Channels to the Lawn and Garden Market for Lawn and Garden Uses.\n\n\"Roundup Offering Materials\" means any and all written descriptions of, solicitations or proposals with respect to or any information delivered in connection with, in each case, a potential Roundup Sale that are provided by Monsanto to any third party, or finalized for provision to a third party, for their evaluation of participation in a potential Roundup Sale, including, without limitation, relevant historical financial information and projections, along with a written summary of any additional information supplied orally by Monsanto to such third parties.\n\n\"Roundup P&L\" shall have the meaning set forth in Section 3.1(a).\n\n\"Roundup Products\" means (i) for each of the specific countries part of the Activated Included Markets the products registered for sale solely for Lawn and Garden Uses under a primary or alternate brand now containing the Roundup trademarks as listed on Schedule 1.1(b) attached hereto in the specific container sizes and formulations described thereon, it being understood that any change of container size or formulation in any given country part of the Activated Included Markets shall require the approval of the Steering Committee, (ii) such products as may be added from time to time by mutual agreement of the parties in accordance with the terms of this Agreement and (iii) any Additional Roundup Products, to the extent provided for by Section 6.11.\n\n8\n\n\n\n\n\n\"Roundup Quiet Period\" shall have the meaning set forth in Section 10.6(a)(iii)(A).\n\n\"Roundup Records\" shall have the meaning as set forth in Section 3.1(a).\n\n\"Roundup Sale\" means (i) any sale, transfer, assignment or other disposition of all or substantially all of the assets or capital stock of the Roundup L&G Business or (ii) the license of all or substantially all of the Industrial Property, in each case, to the extent related to the Included Markets.\n\n\"Roundup Sale Notice\" shall have the meaning set forth in Section 10.6(a)(i).\n\n\"Roundup Sale Notice Trigger\" shall have the meaning set forth in Section 10.6(a)(i).\n\n\"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.\n\n\"Scotts Miracle-Gro\" means The Scotts Miracle-Gro Company, an Ohio corporation and the parent of the Agent.\n\n\"Scotts Miracle-Gro Sale\" means (a) any Change of Control of (i) Scotts Miracle-Gro, (ii) the Agent, or (iii) any entity directly or indirectly controlling the Agent or any other Affiliate of the Agent to whom this Agreement may be transferred pursuant to Section 11.8 of this Agreement (Scotts Miracle-Gro or any such other entity, the \"SMG Target\"), or (b) the assignment of this Agreement pursuant to Section 11.8(b)(4) of this Agreement.\n\n\"Sell-Through Business\" means, with respect to the Activated Included Markets, unit volume sales determined by Program Year point-of-sale unit movement at those Customers for which measurable data on a consistent basis is reasonably available and which (i) are among the top 20 Customers in the Activated Included Markets for each of the Program Years in question and (ii) provide measurable data on a consistent basis for each of the Program Years in question. Such point-of-sale information shall be based on census data gathered from such top 20 Customers and transmitted via electronic data interchange (EDI) on a weekly reported basis.\n\n\"Significant Deviation\" shall have the meaning set forth in Section 4.3(b).\n\n9\n\n\n\n\n\n\"SMG Target\" shall have the meaning set forth in the definition of Scotts Miracle-Gro Sale.\n\n\"Steering Committee\" shall have the meaning set forth in Section 4.2.\n\n\"Transfer Price\" equals, for any given Program Year, $6.28 per kg ($2.85 per pound) of Glyphosate based on a 100% Glyphosate acid equivalent basis (which equals $1.31 per pound of 62% Glyphosate active ingredient (in the form of its isopropylamine salt)). Either party may initiate a review of the Transfer Price and upon such initiation, the parties will negotiate in good faith to reach a mutually agreeable adjusted Transfer Price (the \"Adjusted Transfer Price\"). 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. In the course of negotiations to determine the Adjusted Transfer Price, the parties will factor in, without limitation, the acquisition of Glyphosate acid sourced from China, the related ocean freight, export and import costs (including, without limitation, clearing costs, port fees, duties and taxes), inland freight costs and insurance, amination costs, broker fees, administration expenses and premium reflecting Monsanto's quality, reliability and MUP regulatory support, etc.\n\n\"Unactivated Included Markets\" shall have the meaning set forth in Section 2.5(b).\n\n\"USEPA\" means the United States Environmental Protection Agency.\n\nSection 1.2 Rules of Construction and Interpretation.\n\n(a) Section References. When a reference is made in this Agreement to an Article, Section, Paragraph, Exhibit or Schedule such reference shall be to an Article, Section or Paragraph of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Unless otherwise indicated, the words \"herein,\" \"hereof,\" \"hereunder\" and other words of similar import refer to this Agreement as a whole, and not to any particular Article, Section, Paragraph or clause in this Agreement.\n\n(b) Construction. Unless the context of this Agreement clearly requires otherwise: (i) references to the plural include the singular and vice versa, (ii) \"including\" is not limiting and (iii) \"or\" has the inclusive meaning represented by the phrase \"and/or.\"\n\n(c) Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.\n\n(d) No Interpretation against Author. For purposes of contract interpretation the parties to this Agreement agree they are joint authors and draftspersons of this Agreement.\n\n(e) Conflicts with related Documents. The parties contemplate that various forms, including forms for submitting purchase orders, acceptance of orders, shipping and transportation, will be used in carrying out this Agreement. In the event of conflict between any such forms or other documents of like import and this Agreement, the provisions of this Agreement shall be controlling.\n\n10\n\n\n\n\n\nARTICLE 2 - EXCLUSIVE AGENCY AND DISTRIBUTORSHIP\n\nSection 2.1 Appointment of the Exclusive Agent. Subject to the terms and conditions hereof, Monsanto hereby appoints and agrees to use the Agent, and the Agent hereby agrees to serve, as Monsanto's exclusive agent in the Lawn and Garden Market, commencing on the Effective Date, to provide certain services in connection with Monsanto's marketing, sales, and distribution of Roundup Products to Customers. Except as otherwise provided in this Agreement, commencing on the Effective Date, Monsanto shall exclusively use the Agent for the performance of all of the services contemplated by this Agreement.\n\nSection 2.2 The Agent's Obligations and Standards.\n\n(a) Services to be Performed by the Agent. The Agent shall perform some or all of the following duties and obligations within the parameters and to the extent required to implement the Annual Business Plan approved by the Steering Committee:\n\n(1) Sales. Pursuant to the Annual Business Plan, the Agent shall perform selling, sales management, and other services related to the sale of Roundup Products.\n\n(2) Merchandising and In-Facility Services. The Agent shall perform in-store merchandising, store set-up, and other services related to the in-store promotion of Roundup Products.\n\n(3) Warehousing and Inventory.\n\n(i) Warehousing. The Agent shall arrange for warehouse services for all Roundup Products until such time as the products are delivered to proper carriers. The Agent agrees to comply with all applicable environmental rules and regulations in owning or operating any warehouse.\n\n(ii) Inventory. The Agent shall be responsible for:\n\n\u2022coordinating and staffing annual physical inventory for all Roundup Products (including raw materials, packaging- when the Agent shall formulate under the Formulation Agreement- and finished goods). Physical inventories shall be conducted by September 30 of every calendar year and Monsanto shall have the right to request physical counts on specific product at any time upon reasonable request (which shall be at Monsanto's cost if there are more than two such counts in any Program Year) and to observe or conduct physical counts with Monsanto's representatives;\n\n\u2022reconciling the physical inventory to perpetual records;\n\n\u2022physically moving the Roundup Products out of the warehouse by following a First In, First Out (\"FIFO\") policy; and\n\n11\n\n\n\n\n\n\u2022arranging for warehousing of adequate inventory levels of Roundup Products in sufficient quantities to satisfy the criteria set forth in the Annual Business Plan.\n\n(4) Order and General Administration. The Agent shall have the authority and shall so perform all order taking, order processing, invoicing, collection, reconciliation, general administration, and other related services necessary for the marketing, sales, and distribution of Roundup Products, all of which shall be subject to the Annual Business Plan and the terms of this Agreement. Pursuant to the terms of this Agreement, the Agent shall be responsible for the following obligations:\n\n(i) The Agent shall offer to the Customers Roundup Products at such price and under such terms as set forth in the Annual Business Plan or as otherwise established by the Steering Committee.\n\n(ii) The Agent shall accept orders for the sale of Roundup Products; provided, however, the Agent shall accept all such orders subject to the availability of Roundup Products on the requested delivery dates.\n\n(iii) The Agent shall administer all claims and adjustments for Roundup Products which are damaged during shipment or warehousing.\n\n(iv) Subject to Section 5.1, the Agent shall (A) maintain or contract for adequate facilities and technologies to manage consumer information and complaint calls or written correspondence and (B) be responsible for all reports relating thereto, including (without limitation) reports to any regulatory or governmental authority pursuant to any applicable Law.\n\n(5) Returns of Roundup Products. The Agent shall manage requests by Customers that Roundup Products, previously sold or shipped, should be returned for credit, either because such Roundup Products are defective or for some other reason. The Agent shall receive any such returned Roundup Products into its warehouses and prepare the appropriate credit memos, subject to the joint approval of the Business Unit and the Global Support Team for any return exceeding $500,000.\n\n(6) Information on Roundup Products and Consumer Inquiries. The Agent shall provide Customers or potential customers with detailed information concerning the characteristics, uses and availability of Roundup Products as shall be supplied by the Global Support Team.\n\n(7) Promotion of Roundup Products. Continuously throughout the term of this Agreement, the Agent shall promote the sale of Roundup Products in a commercially reasonable manner generally consistent with other products or product lines, of similar volume or having similar margins (as compared to the overall Roundup P&L margins), of the Agent.\n\n12\n\n\n\n\n\n(8) Advertising and Promotional Programs to Customers. The Agent shall provide Customers with detailed information concerning the advertising and promotional programs of Roundup Products and facilitate the use by its Customers of such programs to the fullest extent possible (as set forth in the Annual Business Plan).\n\n(9) Roundup Brand Image and Stewardship. The Agent, in consultation with the Global Support Team, shall promote, in accordance with the Annual Business Plan or as directed by the Steering Committee, the sales and consumer acceptance of Roundup Products using messages and vehicles that are not inconsistent with the brand image established by Monsanto's Ag division in support of its Roundup branded products and seeds, including but not limited to:\n\n(i) Advertising in local and national media, subject to the approval of Monsanto;\n\n(ii) Providing suitable training of the Agent's representatives or employees in the areas of product knowledge, product stewardship, sales training, display techniques, promotion and advertising;\n\n(iii) Determining the description of consumer and trade communication programs to Customers regarding the sales and distribution of Roundup Products; and\n\n(iv) The handling of product complaints with the intent of achieving consumer satisfaction and shall provide prompt notification to Monsanto of any significant complaints or significant number of similar complaints.\n\n(10) Retail Relationships. The Agent shall maintain retail relationships between the Agent and the Customers, including relationships at headquarters and regional stores.\n\n(11) Merchandising and Display Techniques. The Agent shall provide Customers with full information concerning the merchandising and display techniques as set forth in the Annual Business Plan. The Agent shall use, fully support and recommend, that Customers fully utilize all such merchandising and display techniques.\n\n(12) Annual Business Plan. The Business Units, jointly and in cooperation with the Global Roundup Support Team, shall, prepare and deliver to the Steering Committee (i) a preliminary draft for the annual business plan no later than June 15 of each Program Year and (ii) a definitive version thereof no later than September 15 of each Program Year (the \"Annual Business Plan\"), which establishes the general marketing, distribution, sales information, and specifications of Roundup Products for such Program Year (or shorter period, if applicable) including the Agent's short and long-term sales goals with respect to Roundup Products for such Program Year, an example template of which is described on Schedule 2.2(a), or as the parties may agree from time to time. Upon approval by the Steering Committee, the Annual Business Plan shall serve as the Agent's parameters for implementing the day-to-day operation of the Roundup Business; any Significant Deviations from such Annual Business Plan\n\n13\n\n\n\n\n\nshall require the prior approval of the Steering Committee unless already approved by the Global Support Team and the Business Unit pursuant to Section 4.2(c).\n\n(13) Consumer Call Center. The Agent shall be responsible for maintaining a consumer call center relating to Roundup Products; provided, however, that if there is a medical response call (including human and animal health- related calls) and related FIFRA 6(a)(2) issues, the Agent shall immediately transfer such call to the Monsanto CRC and will immediately report such information to Monsanto.\n\n(14) Additional Actions. The Agent shall perform such additional actions, consistent with this Agreement, as directed by the Steering Committee, to implement any Significant Deviations from the Annual Business Plans.\n\n(b) Employee Performance Standards. The Annual Business Plan shall set forth the employee performance standards required in the parties' opinion to promote the achievement of the income targets for the Roundup L&G Business in each given Program Year. The Annual Business Plan shall also specify the impact which the failure to meet such performance standards may have on the incentive schemes and bonus plans of the individual members of the Global Support Team and those employees who are part of the Business Units in charge of the Roundup L&G Business.\n\nSection 2.3 Appointment of Sub-Agents and Sub-Distributors. The Agent shall have the right to delegate part of its obligations under this Article 2 to sub-agents and sub-distributors; provided, however, the Agent shall remain primarily liable for all of its obligations hereunder and shall be primarily liable for any act or omission of any such sub-agent or sub-distributor. To the extent this Agreement creates any obligations on the Agent, such obligations shall apply with respect to any sub-agents or sub- distributors, as the case may be. In connection with the foregoing, any reports or other information to be given to Monsanto shall be given by the Agent and shall include any information applicable to sub-agents or sub-distributors, as the case may be.\n\nSection 2.4 Limitations on Agent. Notwithstanding anything in this Agreement to the contrary, the Agent shall not, without the written consent of the Steering Committee, take (or initiate) any of the following actions:\n\n(a) Sell Roundup Products at a price or under terms not permitted under the Annual Business Plan;\n\n(b) Possess or use any property of Monsanto, except to the extent necessary for Agent to perform its duties and obligations hereunder (e.g., in-store displays);\n\n(c) Hold itself out as authorized to make on behalf of Monsanto any oral or written warranty or representation regarding Roundup Products other than what is stated on the applicable Roundup Products label or in other written material furnished to the Agent by Monsanto; or\n\n14\n\n\n\n\n\n(d) Intentionally dilute, contaminate, adulterate, or substitute any Roundup Products.\n\nSection 2.5 Changes to Markets.\n\n(a) Subject to the terms of this Section 2.5, the Included Markets, the Activated Included Markets or the Excluded Markets may be amended from time to time as more particularly set forth below.\n\n(b) Monsanto agrees that it will not promote, distribute or sell Roundup Products in any Excluded Market (other than the Excluded Specified Markets) without first complying with the provisions of this Section 2.5(b) and Section 2.5(c). Either Monsanto or the Agent may propose to the Steering Committee moving an Excluded Market (other than the Excluded Specified Markets) to the list of Included Markets or commencing distribution of Roundup Products in an Included Market that is not currently being serviced by the Agent and adding such Included Market to Schedule 1.1(a) as an Activated Included Market (any Included Market that is not being serviced by the Agent are \"Unactivated Included Markets\") by providing a proposal (the \"Included Markets Proposal\") to the Steering Committee including the proposed (i) term (i.e., duration of amendment or transition period), (ii) adjustment to the calculation for the Commission, and (iii) adjustment to the Commission Thresholds. The parties agree to negotiate in good faith with respect to the terms of any such Included Markets Proposal with the goal of benefitting the Roundup P&L.\n\n(c) If the Agent affirmatively rejects an Included Markets Proposal made by Monsanto by delivering a written notice to Monsanto within sixty (60) days after the delivery of the Included Markets Proposal, then such proposed Included Market shall be considered an Excluded Market; and in all Excluded Markets Monsanto shall have the exclusive right to promote, distribute and sell Roundup Products in any such country or countries and otherwise expand Monsanto's Roundup L&G Business; provided, that if, after the Agent rejects an Included Markets Proposal, Monsanto materially changes the economic terms of such Included Markets Proposal in a manner that would have made the Included Markets Proposal more attractive to the Roundup P&L to offer it to another agent or distributor, such revised proposal shall be treated as a new Included Markets Proposal for purposes of this Section 2.5 except that the Agent shall have a thirty (30) day period in lieu of the sixty (60) day period set forth above.\n\n(d) The Steering Committee may either accept or reject any Included Markets Proposal made to the Steering Committee pursuant to Section 2.5(b) in its sole and reasonable discretion; provided, that the Steering Committee shall not reject any Included Markets Proposal unless it is reasonably demonstrable that the acceptance of such Included Markets Proposal would have an adverse effect on Monsanto balanced against the potential benefit to the Roundup P&L; provided, further, that, without the prior written consent of the Agent, the Steering Committee may not accept any proposal to remove an Included Market, unless Monsanto can reasonably demonstrate that the continued inclusion of such Included Market would have a significant adverse effect on Monsanto balanced against the benefits to the Roundup P&L. The parties agree that any disputes arising under this Section 2.5(d) will be resolved in the manner set forth in Section 10.4(g).\n\n15\n\n\n\n\n\n(e) Subject to Section 2.5(d), if the Steering Committee accepts the proposal for modification, then the modifications to the Included Markets or Excluded Markets shall, without further action or amendment, be included within the definition of Included Markets or Excluded Markets, as the case may be, and subject to the terms and conditions of this Agreement unless the parties otherwise expressly agree in writing, and if such accepted proposal is to activate an Included Market, then such Included Market shall be added to Schedule 1.1(a).\n\n(f) Notwithstanding the foregoing, neither party shall have any obligation with respect to any Unactivated Included Market unless and until the Steering Committee approves commencement of distribution of Roundup Products in such market for purposes of this Agreement.\n\nSection 2.6 Scotts Miracle-Gro Sale Procedures.\n\n(a) Private or Public Sale Process. If, at any time or from time to time, Scotts Miracle-Gro initiates a public or private sale process involving the solicitation of two or more indications of interest in connection with a contemplated Scotts Miracle-Gro Sale, Scotts Miracle-Gro agrees to provide Monsanto timely notice of such process and to offer to include Monsanto in such process on the same basis as other participants therein.\n\n(b) Potential Sale to Ag Competitors. If Scotts Miracle-Gro (A) receives an unsolicited proposal with respect to a potential Scotts Miracle-Gro Sale with any Ag Competitor or (B) solicits or makes a formal determination to solicit or make any proposal with respect to a potential Scotts Miracle-Gro Sale or enters into an agreement relating to the provision of information with respect to a potential Scotts Miracle-Gro Sale with any Ag Competitor, Scotts Miracle-Gro agrees to provide Monsanto with timely notice of such proposal and to provide Monsanto with, in the case of (A) above, at least five (5) Business Days after the date of receipt of such notice to respond to such proposal or, in the case of (B) above, at least ten (10) Business Days after the date of receipt of such notice to respond to such proposal, prior to entering into a definitive agreement, letter of intent, memorandum of understanding or similar document with any such entity; and provided further, that during such five (5) or ten (10) Business Day period, Scotts Miracle-Gro and Monsanto shall conduct non-exclusive negotiations with respect to any potential Scotts Miracle-Gro Sale to Monsanto.\n\nSection 2.7 Compliance.\n\n(a) Anti-Corruption Compliance. Agent represents and warrants that it will take no action in relation to this Agreement that would be in violation of, or would subject Monsanto to any liability for, or penalty under, the applicable anti- corruption laws and regulations of any Included Market.\n\n(b) Compliance with Monsanto's Code of Conduct. Agent represents that it has received a copy of Monsanto's Supplier Code of Business Conduct (posted at http://www.monsanto.com/whoweare/pages/supplier-code-of-conduct.aspx), Anti- Corruption / FCPA Policy (http://www.monsanto.com/sitecollection documents/anti-corruption-policy.pdf) and the Monsanto Human Rights Policy (posted at http://www.monsanto.com /whoweare/pages/human-rights.aspx) and Agent warrants that its employees working in the Roundup L&G Business have\n\n16\n\n\n\n\n\nread and will comply with the terms included in the Supplier Code of Business Conduct, Anti-Corruption/FCPA Policy and Human Rights Policy.\n\n(c) No Improper Payments. Agent represents that no payments of money or anything of value will be offered, promised or paid, directly or indirectly, to any Officials to influence the acts of such Officials (as defined below) to induce them to use their influence with a government or an instrumentality thereof, or to obtain an improper advantage in connection with any business venture or contract in which Monsanto is a participant.\n\n(d) Subcontractors and Agents. Agent agrees that it will alert any subsidiaries, sub-contractors, representatives, or agents that are retained in connection with this Agreement of their obligation to abide by any applicable anti-corruption laws.\n\n(e) Definition of \"Official\". For purposes of this Section 2.7, an \"Official\" shall include all employees of a government department or agency, whether in the executive, legislative or judicial branches of government and whether at the national, state/provincial or local level (or their equivalents). The term covers part-time workers, unpaid workers, any person \"acting in an official capacity,\" and members of a royal family. Also included under the term \"Official\" are political parties, party officials, and candidates for political office. Moreover, Officials include employees of public international organizations (list posted at www.gpo.gov/fdsys) such as the United Nations (\"U.N.\"), Food and Agriculture Organization of the U.N. (\"FAO\"), the International Cotton Institute, the International Monetary Fund, the International Wheat Advisory Committee, the Organization of Economic Cooperation and Development (\"OECD\"), the Organization of American States, the World Intellectual Property Organization, the World Trade Organization, the International Cotton Advisory Committee (\"ICAC\") and the International Food Policy Research Institute. Finally, the term \"Official\" covers officers and employees of public academic institutions and companies under government ownership or control, even if the companies or institutions (such as universities) are operated like privately owned entities.\n\n(f) Export Controls. The Agent acknowledges and agrees that the products, materials, software, technology and/or information provided under this Agreement are subject to the import, export control, and economic sanctions laws and regulations of the United States, potentially including but not limited to any requirements arising under the laws and regulations administered by U.S. Customs and Border Protection (\"CBP\"), the Export Administration Regulations (\"EAR\") administered by the U.S. Commerce Department's Bureau of Industry and Security (\"BIS\"), the International Traffic in Arms Regulations (\"ITAR\") administered by the U.S. State Department's Directorate of Defense Trade Controls (\"DDTC\"), and the various economic sanctions laws and regulations administered by the U.S. Treasury Department's Office of Foreign Assets Control (\"OFAC\"). The Agent agrees to comply with any applicable laws and/or regulations mentioned in the immediately-preceding sentence. The Agent shall not, without proper U.S. government authorization, export, reexport, or transfer products, materials, software, technology and/or information, either directly or indirectly, to any Restricted Party. For the purposes of this Agreement, \"Restricted Party\" means any country or any resident or national of any country subject to a comprehensive U.S. trade embargo or other sanction (including but not limited to Cuba, Iran, North Korea, Sudan, Syria, and the Crimea Region of the Ukraine), any person or entity designated\n\n17\n\n\n\n\n\non the list of \"Specifically Designated Nationals and Blocked Persons,\" the \"Entity List,\" or the \"Denied Persons List.\"\n\n(g) In addition, products, materials, software, technology and/or information may not be exported, re-exported, or transferred to any end-user engaged in activities related to weapons of mass destruction. Such activities include but are not necessarily limited to activities related to: (1) the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons; (2) the design, development, production, or use of missiles or support of missiles projects; and (3) the design, development, production, or use of chemical or biological weapons. By accepting this Agreement, each Party certifies (1) they are eligible to receive the products, materials, software, technology and/or information provided by the other Party without first obtaining an export license from either BIS or OFAC, and (2) they are not a Restricted Party. The Parties shall not (1) participate in any economic boycott not sanctioned by the United States Government or (2) provide information that could be construed to support any such unsanctioned boycott. The Parties further agree that the assurances contained in this clause shall survive and remain in effect even after termination of this Agreement.\n\nARTICLE 3 - ACCOUNTING AND CASH FLOW FOR THE ROUNDUP L&G BUSINESS\n\nSection 3.1 Bookkeeping and Financial Reporting.\n\n(a) Bookkeeping. The Agent shall, on behalf of Monsanto, be responsible for all the bookkeeping for the Roundup L&G Business, which shall include, but not be limited to, (i) setting up a separate set of accounting records reflecting all the items of income, profit, gain, loss and deduction with respect to the Roundup L&G Business, including a profit and loss statement (\"Roundup P&L\") and all other records relating to the Roundup L&G Business including sales invoices and customer data (the \"Roundup Records\") in accordance with the written set of accounting policies (including the currency exchange methodology used by Monsanto) as shall be provided by Monsanto; provided, that if any change in Monsanto's accounting policies would adversely affect the Agent's Commission (other than in a de minimis amount), the parties shall negotiate in good faith to change the thresholds and/or the Commission, as appropriate, to eliminate such adverse affect; (ii) collecting, recording and safeguarding receipts of all receivables and payables, costs or expenses either directly incurred by the Roundup L&G Business or Allocated thereto by either party pursuant to the terms of Section 3.3 hereof. At all times, the Agent shall make available via computer and/or original documentation, to the members of the Global Support Team continuous access to the Roundup Records as appropriate on a need-to-know basis, such access shall include, but not be limited to, daily sales updates and additional financial reporting with such detail as Monsanto may reasonably request from time to time.\n\n(b) Financial Reporting. The Agent shall provide Monsanto no later than the date that is the earlier of (i) four (4) business days after the last day of each of the Agent's fiscal months and (ii) the first business day of each calendar month (which corresponds to the first work day of Monsanto's closing period) a full, detailed report by country of the Roundup SKU's being sold during the past month, including but not limited to Monsanto SKU identifier, quantity sold, quantity of samples provided free of charge, total sales value by SKU (in local currency). The\n\n18\n\n\n\n\n\nAgent shall provide to Monsanto monthly financial statements, including (i) the full Roundup P&L (from Gross Sales to EBIT), balance sheet and cash flow statements, (ii) the Netback expense detail (accruals and actuals), (iii) all other Expense detail (accruals and actuals), and (iv) Cost of Goods Sold detail. Such monthly financial statements shall be provided (i) in their preliminary form (due to the closing schedule, the parties acknowledge that these results may be preliminary or final and a subsequent true-up may occur in the following month) no later than the date that is the earlier of (i) four (4) business days after the last day of each of the Agent's fiscal months and (ii) the first business day of each calendar month (which corresponds to the first work day of Monsanto's closing period), and (ii) in their final form no later than ten (10) business days following the end of each calendar month.\n\n(c) Audit. Monsanto shall have the right to periodically audit or have an independent accountant audit, on Monsanto's behalf, all the Roundup Records. The audit shall be at the cost of Monsanto unless any material error has been committed by the Agent, in which case the Agent shall bear the cost of the audit. Upon exercise of its right of audit, and discovery of any disputed item, Monsanto shall provide written notice of dispute to the Agent. The parties shall resolve such dispute in the manner set forth in Section 3.4 hereof.\n\nSection 3.2 Ordering, Invoicing and Cash Flow Cycle.\n\n(a) Ordering and Invoicing. The Agent shall perform, on behalf of Monsanto, all order taking, order processing and invoicing for the Roundup Products, it being understood that orders filled for Roundup Products shall be invoiced on the invoices used by the Agent for its other non-Roundup Products provided such invoices or their EDI version shall (i) identify the Agent as an agent for Monsanto for the sale of all Roundup Products and Monsanto as the actual transferor of title to Roundup Products; (ii) direct payment of such invoice to be made directly to the account designated by the Agent; and (iii) include all taxes (other than Income Taxes), duties, and other charges imposed by governmental authorities based on the production or sale of Roundup Products or their ownership or transportation to the place and time of sale. Notwithstanding the foregoing, where the Agent utilizes a third-party distributor, in circumstances as the Agent and Monsanto may agree, Monsanto may perform order taking, order processing and/or invoicing for the Roundup Products as the Agent and Monsanto may mutually agree.\n\n(b) Customer Remittances. Customers of Roundup Products shall be directed, as per the invoices, to remit directly the invoiced amounts for all Roundup Products to the Agent's designated bank account. Notwithstanding the foregoing, with respect to customers that are invoiced by Monsanto in accordance with Section 3.2(a), such customers of Roundup Products shall be invoiced directly by Monsanto and shall remit payment directly to Monsanto the invoiced amounts for all Roundup Products to an account designated by Monsanto.\n\n(c) Cash Settlement. At the end of each week, the Agent shall verify the actual amount of the Customers' remittances for the Roundup Products received and Expenses paid over the past week and shall send to Monsanto a weekly reconciliation statement (the \"Reconciliation Statement\") setting forth such information in the form attached hereto as Schedule 3.2(c). Within three business days (or such other time period agreed to by the Agent and Monsanto) of the receipt by Monsanto of the Reconciliation Statement, Monsanto shall review and approve such\n\n19\n\n\n\n\n\nReconciliation Statement; provided, that (i) if Monsanto disputes the contents of the Reconciliation Statement, the Agent and Monsanto shall work in good faith to resolve any such disputes and (ii) any such dispute shall be reconciled and addressed by way of an adjustment to the cash settlement in the current month or a subsequent month, as mutually agreed to by the Agent and Monsanto. Upon the approval of the Reconciliation Statement (subject to any agreed to revisions), Monsanto or the Agent, as applicable, shall pay by wire transfer of immediately available funds the net amount due to the Agent or to Monsanto, as applicable. For the purpose of this Section 3.2(c), customer remittances shall be allocated by the Agent to Roundup Products in proportion to the amount payable by such customer to the Agent in relation Roundup Products to the total amount payable by such customer to the Agent.\n\n(d) Recognition. The parties acknowledge and agree that all sales by the Agent will be recognized for accounting purposes at the time when the product to be accounted for as sold has been shipped to the applicable account and its receipt confirmed. With respect to all buy/sell sales and all other direct account sales, whether by the Agent's sub-distributors or sub- agents, such sales will be recognized for accounting purposes at the time when the product to be accounted for as sold has been shipped to the applicable sub-distributor or sub-agent and its receipt confirmed. Any payments received by the Agent as Monsanto's agent for sales made in accordance with this Agreement will be remitted to Monsanto in accordance with the procedures set forth in this Agreement as modified by the course of performance of the parties.\n\n(e) Budget. The budget for the Roundup L&G Business shall include both buy/sell sales and direct account sales.\n\nSection 3.3 Expenses and Allocation Rules\n\n(a) Expenses. Each and every Expense, either as a direct expense or an allocated one, shall only be charged to the Roundup L&G Business and consequently taken into account in the Program EBIT statements set forth in Section 3.6(c) hereto if part of a category of Expenses specifically authorized by the terms of the Annual Business Plan and within the aggregate amount prescribed in the Annual Business Plan for such category of Expense (\"Budget\") (\"Approved Expense\"). Any Expense which shall exceed its prescribed Budget shall solely be the responsibility of the party incurring it unless such expense is required to implement an approved Significant Deviation from the Annual Business Plan or is necessary to support sales orders above budgeted sales pursuant to sales programs contemplated by the Annual Business Plan. Expenses shall be classified into (i) direct expenses of the Roundup L&G Business payable to vendors, or (ii) as Allocated Expenses agreed upon during the Annual Business Plan. Payment of any direct expenses incurred by either party on behalf of the Roundup L&G business shall be made as they become due in accordance with the applicable commercial terms agreed upon with each vendor.\n\n(b) Expense Verification. Each party shall have the right to verify whether any particular Expense is an Approved Expense by sending a written inquiry to that effect to the Agent's nominee. The party incurring an Expense shall endeavor to promptly provide upon request of the Agent's nominee the appropriate documentary evidence supporting such Expense. Upon failure by the said party to provide the appropriate documentary evidence, the inquiring party shall have the right to send a written notice of dispute to the other party and the parties shall resolve such dispute\n\n20\n\n\n\n\n\nin the manner set forth in Section 3.4 hereof. Upon determination by such Independent Accountant (as defined below) that the Expense was not an Approved Expense, such Expense shall be deducted from the Program Expenses and the Agent and Monsanto shall include an appropriate adjustment in accordance with the procedures set forth in Section 3.2(c). Allocated Expenses shall be paid no more than three weeks after months' end in accordance with the procedures set forth in Section 3.2(c).\n\n(c) Allocation Rules. In the performance of their obligations under this Agreement, each party shall incur Allocated Expenses directly related to the Roundup L&G Business. Each allocated Approved Expense, regardless of the party incurring it, shall be reimbursed provided such expense shall be allocated in accordance with the Allocation Rules set forth for each category of cost and service per country or region, as the case may be, in Schedule 3.3(c) attached hereto (\"Allocated Expense\").\n\nSection 3.4 Resolution of Disputes Arising under Article 3. Unless otherwise agreed by the parties, each party shall have the right, within twenty (20) days of receipt of the quarterly or annual financial statements to send a written notice of dispute to the other party. Upon receipt of such notices of dispute, the parties shall undertake the following steps:\n\n(a) First, for a period of fifteen (15) days, the parties shall negotiate in good faith for the purposes of attempting to mutually agree upon the item in dispute;\n\n(b) Second, if parties are unable to mutually agree upon the item in dispute, then within seven (7) business days following the expiration of such fifteen (15) day period, the parties shall agree in writing upon the selection of a nationally recognized independent accounting firm (the \"Independent Accountant\") to resolve the dispute. If the parties cannot agree upon such Independent Accountant within such time frame, then the Independent Accountant shall thereupon be selected by the American Arbitration Association (the \"AAA\"), with preference being given by the AAA in making such selection to any one of the \"Big Four\" accounting firms (except for any firm which performs accounting services for either party) willing to perform the services required hereunder. The Independent Accountant shall be instructed to act within thirty (30) days to resolve the dispute, and its decisions with respect to the dispute shall be final and binding upon the parties. The fees and expenses of the Independent Accountant with respect to the settlement of the dispute shall be borne equally by the parties.\n\nSection 3.5 Fixed Contribution to Expenses.\n\n(a) Amount and Purpose. Each Program Year the Agent shall make a fixed contribution to the overall Expenses of the Roundup L&G Business in an amount equal to eighteen million U.S. Dollars ($18,000,000) (\"Contribution Payment\"). Such Contribution Payment shall be payable by the Agent to Monsanto in twelve equal monthly installments which shall be due on the first day of each month and shall not be subject to any \"set-off\".\n\nSection 3.6 Commission.\n\n21\n\n\n\n\n\n(a) Amount of Commission. 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\"). The parties agree that the Commission Threshold may be amended from time to time by mutual agreement of the parties following the inclusion or exclusion of either new or existing countries in the Included Markets, including Activated Included Markets, or Excluded Markets, as applicable.\n\n(b) Payment of Commission. Within thirty (30) days following the end of each month, the Agent, on behalf of Monsanto shall determine whether a Commission becomes payable, i.e., whether the cumulative Program EBIT for the Program Year up to the preceding month equals an amount in excess of the First Commission Threshold. If so, the Agent, on behalf of Monsanto shall by check or wire transfer, to the Agent's designated account for the payment of the applicable Commission pursuant to the formula set forth in Section 3.6(a) subject to any adjustments pursuant to Section 3.6(c).\n\n(c) Final Determination. Within fifteen (15) days following the end of each Program Year, the Agent shall deliver to Monsanto a Commission Statement which shall contain the final determination of the Commission due at the expiry of the Program Year and shall set forth any eventual adjustments, to the amounts paid up to the Agent under Section 3.6(b) during the preceding Program Year. If within fifteen (15) days following the receipt of such Commission Statement by the Agent, Monsanto does not provide the Agent written notice of objection to the Commission Statement, the amount of the Commission for such Program Year shall be as provided thereon. If within such fifteen (15) days following receipt of such Commission Statement by Monsanto, Monsanto does provide the Agent written notice of objection to the Commission Statement, the parties shall resolve such dispute in the manner set forth in Section 3.4 hereof.\n\nSection 3.7 [Intentionally deleted]\n\nSection 3.8 Additional Commission.\n\n(a) The parties acknowledge that Monsanto currently sells Glyphosate-based products under the Roundup trademark, directly or indirectly, to professional, industrial and agricultural users (\"Roundup Ag Products\"). Monsanto acknowledges that one of such Roundup Ag Products, the 2.5 gallon SKU containing 41% concentration of Glyphosate with the Brand name Roundup Pro (the \"Roundup Pro SKU\"), is currently being sold through Lawn and Garden Channels in the United States and may be purchased by consumers in the Lawn and Garden Market. Monsanto also acknowledges its obligations pursuant to Section 6.13(b) hereof.\n\n(b) The Agent is exclusively distributing and managing the sale of the Roundup Pro SKU in Lawn and Garden Channels in the United States. The parties acknowledge that the Agent purchases the Roundup Pro SKU from Monsanto (or a successor entity which holds the rights to manufacture, sell or commercialize the Roundup Pro SKU) for the Agent's own account in its capacity as a distributor and not as a marketing agent, and the sales resulting from such Roundup\n\n22\n\n\n\n\n\nPro SKU shall not be included in the Program Sales Revenues hereunder. In the event that the Agent is terminated as an exclusive distributor of the Roundup Pro SKU by Monsanto (or by a successor entity which holds the rights to manufacture, sell or commercialize the Roundup Pro SKU), any subsequent sales of the Roundup Pro SKU by parties other than Agent in the Lawn and Garden Channels in the United States will be subject to the provisions of Section 3.8(c) below.\n\n(c) Except to the extent provided in Section 3.8(b) above, on and after the Effective Date, Monsanto shall use its reasonable efforts to ensure that Roundup Ag Products are not sold, directly or indirectly, through Lawn and Garden Channels to consumers in the Lawn and Garden Market in the Included Markets. In the event that in the normal course of business the Agent determines based on satisfactory evidence that a material amount of additional Roundup Ag Products, above Program Year 2016 sales levels (such amount, the \"Historical Threshold\"), are being sold directly by Monsanto (or directly by any successor entity which holds the rights to manufacture, sell or commercialize the Roundup Pro SKU) through Lawn and Garden Channels in the Included Markets, the parties shall negotiate in good faith to include, subject to the principles set forth in Section 3.8(d), an appropriate percentage of such incremental sales that exceed the Historical Threshold to reflect such Lawn and Garden Use within the definition of Program Sales Revenues so that the Agent receives credit therefor for purposes of calculating the Agent's Commission, or such other compensation as required to fully compensate the Agent for lost Commission as a result of such sales of Roundup Ag Products above the Historical Threshold as the Parties may agree (collectively, the \"Additional Amount\").\n\n(d) In implementing the foregoing, the parties shall follow the following principles: (i) that Monsanto's sales of Roundup Ag Products are not intended for Lawn and Garden Use and that Monsanto shall not sell Roundup Ag Products directly or promote the indirect sale thereof, through Lawn and Garden Channels to consumers for Lawn and Garden Use in the Included Markets and (ii) that there shall be no transfer of historical or future sales of Roundup Ag Products in the Ag Market into Program Sales Revenues. Furthermore, the parties acknowledge that Roundup Ag Products having a formulation consisting of 41% or more Glyphosate and in container sizes over 2.5 gallons in the United States or over one liter in the other Included Markets shall be presumed to have no Lawn and Garden Use and therefor that sales of such Roundup Ag Products shall not be deemed to compete with Roundup Products in a manner that would justify adjustment of the calculation of Program Sales Revenues; provided that if the Agent is able to demonstrate to the Steering Committee that a material change in the amount of such Roundup Ag Products above the Historical Threshold are being sold through Lawn and Garden Channels to consumers for Lawn and Garden Use in the Included Markets, the parties shall negotiate in good faith pursuant to Section 3.8(c) to adjust the calculation of Program Sales Revenues. Notwithstanding the foregoing, to the extent that the Agent, any of its Affiliates and/or Seamless Control LLC (\"Seamless Control\"), but only if Seamless Control is then controlled by Agent or an Affiliate of Agent, sells, directly or indirectly, Roundup Ag Products through Lawn and Garden Channels to consumers in the Lawn and Garden Market in the Included Markets above the Historical Threshold, sales of such Roundup Ag Products shall (i) to the extent in excess of the Historical Threshold, be added to the Historical Threshold and (ii) not be considered by Monsanto or the Agent when determining the Additional Amount.\n\n23\n\n\n\n\n\n(e) During the 2014 Program Year and for each Program Year thereafter, in consideration for the Agent's marketing, distribution and sales of Roundup 365, for the 2014 Program Year, and for each Program Year thereafter, if 365 Gross Profits exceed USD $10MM in a Program Year, the Agent shall be paid an amount equal to 7% of the 365 Gross Profits for such Program Year (including, for the avoidance of doubt, the first USD $10MM of the 365 Gross Profits). The amount that becomes payable under this Section 3.8(e) with respect to a Program Year shall be included as a separate line item in the Commission Statements delivered by Agent to Monsanto and the payment of such amount shall be in addition to the Commission otherwise payable under Section 3.6(b) and shall be subject to all other terms and conditions of this Agreement except as otherwise expressly stated in this Section 3.8(e).\n\nARTICLE 4 - ROUNDUP L&G BUSINESS MANAGEMENT STRUCTURE\n\nSection 4.1 Underlying principles for the Roundup L&G Business Management Structure.\n\n(a) The Roundup L&G Business management structure, as described in this Article, has been created for the purposes of fostering and promoting the following interests of the parties:\n\n(i) Common Interests:\n\n(A) achieve the maximum volume and profit levels for the Roundup Business;\n\n(B) continue to strengthen the Roundup brand; and\n\n(C) leverage the strengths of both parties while working together in a constructive and harmonious way.\n\n(ii) Monsanto's Interests:\n\n(A) retain ability to resume full management of the Roundup Business upon termination of this Agreement;\n\n(B) retain control over key business decisions; and\n\n(C) provide global stewardship of the Roundup brand.\n\n(iii) The Agent's Interests:\n\n(A) manage the Roundup Business within the parameters of approved Annual Business Plans.\n\n(b) The parties understand that such structure may be amended from time to time by mutual agreement of the parties provided any such change shall take into account the respective interests of each party as described hereunder.\n\n24\n\n\n\n\n\nSection 4.2 Steering Committee.\n\n(a) Appointment. Monsanto and the Agent shall each appoint by April 1 of each year two (2) executives to a steering committee (\"Steering Committee\") provided, however, any vacancy shall be filled in such a manner that the parties shall maintain their respective proportionate representation on the Steering Committee and that upon failure by either party to appoint said two (2) executives by such time, the two (2) executives previously appointed by such party shall be deemed appointed for another Program Year. Notwithstanding the foregoing, the members of the Steering Committee for the Program Year 2017 shall be the individuals whose names are set forth as Schedule 4.2(a) attached hereto. Either party may also invite a reasonable number of additional members from their respective organizations to attend meetings of the Steering Committee as they deem appropriate; provided, that, except to the extent provided under this Agreement, such additional members in attendance shall not have any voting rights.\n\n(b) Meetings, Quorum and Voting Requirements.\n\n(1) Meetings. The Steering Committee shall meet at least once a year for purposes of approving the Annual Business Plan no later than September 15 of every calendar year. Any member of the Steering Committee shall have the right to call a special meeting of the Steering Committee provided a prior written notice of at least fifteen (15) days shall be given to each member together with an agenda for such meeting.\n\n(2) Quorum and Voting Requirements. The quorum for any meeting of the Steering Committee shall require the participation of all four (4) members except that any member shall be deemed present when participating via phone or video conference. Any decisions by the Steering Committee may be taken by the affirmative vote of a majority of three of the members of the Steering Committee. In the event of a deadlock, when a particular vote is divided equally between the four members, the matter shall be submitted to Monsanto's senior executive responsible for the oversight of the Roundup L&G Business (as determined by Monsanto) (the \"Monsanto Senior Executive\"), who shall have the exclusive discretion to resolve the matter and such decision shall bind the Steering Committee to such action or inaction. Notwithstanding any future assignment of this Agreement to a third party by reason of a Roundup Sale, the Monsanto Senior Executive shall retain its right of veto in case of deadlock of the Steering Committee.\n\nFor every meeting of the Steering Committee, minutes shall be kept and circulated for approval to all four members. Every decision of the Monsanto Senior Executive shall also be recorded in writing and distributed to the members of the Steering Committee.\n\n(c) Authority. The Steering Committee shall:\n\n(i) approve all Annual Business Plans, and any Significant Deviations (as described in Section 4.3(b)) therefrom not previously approved jointly by the Business Units and the Global Support Team;\n\n(ii) approve any and all strategic plans;\n\n25\n\n\n\n\n\n(iii) review monthly reports submitted by the Business Units for the purposes of monitoring achievement and redirecting the Business Units by issuing a formal amendment to the Annual Business Plan then in effect;\n\n(iv) monitor and redirect, if need be, the performance of the Global Support Team;\n\n(v) approve any decisions relating to key personnel assigned to the Roundup Business within the Business Units, including Monsanto's and the Agent's employees;\n\n(vi) resolve any disagreement occurring between a Business Unit and the Global Support Team; and\n\n(vii) decide any other matter mutually agreed upon by Monsanto and the Agent.\n\nSection 4.3 Business Units.\n\n(a) Role and Reporting. The Roundup L&G Business shall be managed, on behalf of the Agent, by its respective pesticide business units for each of the Included Markets (\"Business Units\") provided that, for the management of the Roundup L&G Business, the head of each of the Business Units shall report directly to the Steering Committee.\n\n(b) Duties. The Business Units shall be responsible for:\n\n(i) taking any and all necessary actions to implement the approved Annual Business Plan and strategic plans, as may be amended from time to time, either by mutual agreement of the Business Unit and the Global Support Team or by the Steering Committee as described in Section 4.2(c);\n\n(ii) managing the day-to-day Roundup L&G Business;\n\n(iii) developing and submitting, in cooperation with the Global Support Team all strategic and Annual Business Plans;\n\n(iv) communicating, in writing or via meetings, on a regular basis, with the Global Support Team on all significant issues affecting the Roundup L&G Business; and\n\n(v) notifying the Global Support Team of any deviation to the Annual Business Plan, which, in their view, is reasonably likely to have a financial impact on the Program EBIT of at least $500,000 or constitutes a significant deviation from a non-financial item approved in the Annual Business Plan (\"Significant Deviation\").\n\nSection 4.4 Global Support Team.\n\n(a) Appointment. Monsanto shall maintain a team of up to 10 employees, or such number as the Agent and Monsanto may agree to from time to time, to support the Roundup\n\n26\n\n\n\n\n\nL&G Business on a full-time basis as well as other employees who will support the Roundup L&G Business on a part-time basis (the \"Global Support Team\"). Monsanto may from time to time substitute any individual serving on the Global Support Team, with the written approval of the Agent, by providing a prior written notice to the Agent to such effect.\n\n(b) Duties. The Global Support Team shall be responsible to:\n\n(i) participate actively in the development of all strategic and Annual Business Plans;\n\n(ii) act as a liaison between any of Monsanto's functions or departments providing a support service to the Roundup Business (such as R&D, regulatory, etc.) and monitor the quality of services rendered;\n\n(iii) provide stewardship for the Roundup brand image worldwide;\n\n(iv) prepare internal assessments of the performance of the Roundup L&G Business for Monsanto management;\n\n(v) participate in planned key customer interactions and program presentations, either by participation in meetings or in preparatory sessions therefor;\n\n(vi) review and approve any material change or deviation in consumer communication, mass media, packaging design or any other marketing tactic that directly impacts the consumer perception and interface with the brand which may occur from time to time; and\n\n(vii) review and approve any Significant Deviation from the Annual Business Plan; and upon failure to agree with the Business Unit, prepare a recommendation to submit to the Steering Committee for resolution, provided that the Business Unit may similarly prepare a recommendation to submit to the Steering Committee.\n\nARTICLE 5 - DUTIES AND OBLIGATIONS OF MONSANTO\n\nSection 5.1 Monsanto's Obligations and Rights. Subject to Article 3, unless and until expressly directed otherwise by the Business Units, with the prior written approval of the Steering Committee Monsanto shall continue to support the Roundup L&G Business by performing necessary services. Notwithstanding the foregoing, at all times during the term of this Agreement, Monsanto shall be solely responsible for the following functions:\n\n(a) Research and Development. Monsanto shall (i) in its sole discretion, continue to develop new Glyphosate- based non-selective herbicide formulations and (ii) exercise commercially reasonable efforts and cooperate in good faith with the Agent to develop other non-selective herbicide formulations, in each case, as more particularly as described in Section 6.10 hereof;\n\n27\n\n\n\n\n\n(b) Regulatory Compliance. Monsanto shall be responsible for ensuring that all Roundup Products and the labels for such products comply with the USEPA and applicable Laws of each state and country within the applicable Activated Included Markets, including obtaining and maintaining all applicable governmental registrations, registration applications, temporary registrations, all data pertaining to such registrations as submitted to governmental agencies, experimental use permits, applications and emergency use exemptions, all with respect to the Roundup Products; and\n\n(c) Medical Response. Monsanto shall be responsible for maintaining a customer response center relating to Roundup Products, which will solely manage the medical response calls (including human and animal health-related calls) and related FIFRA 6(a)(2) issues (the \"Monsanto CRC\"). Monsanto shall be responsible for all reports related thereto, including (without limitation) reports to any regulatory or government authority pursuant to any applicable Law.\n\n(d) Sales Promotion. Monsanto shall, in accordance with the Annual Business Plan, promote the sales and consumer acceptance of Roundup Products by:\n\n(i) providing suitable training to the Agent's representatives or employees in the areas of product knowledge and product stewardship; and\n\n(ii) providing the Agent and Customers with technical and product information, manuals, promotional bulletins, presentation kits and other sales aid materials.\n\nSection 5.2 Warranties. For Roundup Products with which Monsanto offers a \"written warranty,\" whether within the meaning of the Magnuson-Moss Warranty--Federal Trade Commission Improvement Act, 15 United States Code Annotated, Section 2301, or otherwise, Monsanto shall honor those warranties in accordance with such terms.\n\nARTICLE 6 - REPORTS AND ADDITIONAL OBLIGATIONS OF THE PARTIES\n\nSection 6.1 Cooperation. The Agent and Monsanto shall cooperate with each other so as to facilitate the objectives set forth in this Agreement and shall act in good faith and in a commercially reasonable manner in performing their respective duties hereunder.\n\nSection 6.2 Use of EDI. Monsanto, the Agent, the Steering Committee, and the Global Support Team will exchange a broad range of operating data on a periodic basis. The method of exchange will be approved by the Steering Committee and will include file transfer, e-mail and EDI protocol.\n\nSection 6.3 The Agent's Systems and Reporting Obligation. The Agent shall establish and maintain all such systems and procedures (financial, logistical, or otherwise) as reasonably requested by Monsanto or the Steering Committee in connection with the Agent's performance under this Agreement. For all reports, the data will include current period and current YTD, forecasts and budgets; and comparisons with same period and YTD and forecasts and budgets for the year previous. Specifically, the Agent shall provide the following reports:\n\n28\n\n\n\n\n\n(a) Weekly Reports. On the second business day of each week, the Agent shall provide to the Global Support Team update reports for the prior week, showing: (i) dollar and case shipments by the top 25 Customers and by SKU (stock keeping unit), (ii) inventory levels by SKU for North America, (iii) collection activities by the top 25 Customers, (iv) agency fill rate for the top 10 Customers (Roundup Products ordered by Customers and shipped by the Agent by line item, unit and dollar amount), and (v) POS sell-through by SKU by the top 7 Customers that provide such information.\n\n(b) Monthly Reports. On the sixth business day of each Month, the Agent shall provide to the Steering Committee and Monsanto (i) the type of data contained in the weekly reports (as set forth in Section 6.3(a)) for the prior calendar month and the current year-to-date, (ii) full P&L, balance sheets and cash flow statements, (iii) Netback expense detail (accruals and actuals), (iv) Expense detail (accruals and actuals), (v) Cost of Goods Sold detail, in each case comparing such information against budget, and against the previous year.\n\n(c) Quarterly Reports. The Agent shall provide to the Steering Committee and Monsanto, on a Quarterly basis and on a form provided by the Steering Committee (i) a summary of purchases of Roundup Products, in total cases or units, made by each Customer which is designated by the Steering Committee, (ii) inventory level by SKU by Customer and (iii) updated full year forecast.\n\n(d) Annual Reports. The Agent shall provide to the Steering Committee and Monsanto, on an Annual basis and on a form provided by the Steering Committee (i) bridge and tracking capability from Program Year to calendar year, (ii) a budget and (iii) a long range plan.\n\n(e) Other Reports. In addition, the Agent shall provide Monsanto or the Steering Committee with such other reports as may be reasonably requested within a period not to exceed thirty (30) days from such request.\n\nSection 6.4 Employee Incentives. Recognizing that, as Monsanto's exclusive agent for sale and distribution of Roundup Products, the Agent is to promote the sale of Roundup Products in the manner described in Section 2.2(a)(7), the Agent shall cause its appropriate officers and other management to devote an appropriate portion of their personal efforts to the sale and distribution of Roundup Products covered by this Agreement. Further, the Agent shall ensure that the appropriate personnel are compensated in a manner reasonably intended to encourage them to promote the sale of Roundup Products in a commercially reasonable manner generally consistent with other products or product lines, of similar volume or having similar margins (as compared to the overall Roundup P&L margins), of the Agent.\n\nSection 6.5 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. Further, each party shall make all contributions and pay all payroll taxes required under federal social security laws and state unemployment compensation laws or other payments under any laws of a similar character as to its own personnel involved in the Roundup L&G Business (including any purported \"independent\n\n29\n\n\n\n\n\ncontractors\" subsequently classified by any authority under any Law, as an employee) in connection with the performance of this Agreement.\n\nSection 6.6 Liens. Subject to the provisions of any existing intercreditor agreement to which Monsanto is currently a party (as the same may be amended, modified or terminated) and except as may otherwise be agreed to by Monsanto, which agreement shall not be unreasonably withheld in the case of similar arrangements with existing or future institutional lenders, the Agent agrees not to allow any liens or encumbrances of any nature to attach to Roundup Products. At Monsanto's request, the Agent, sub-agent, or sub-distributor shall execute such financing statements, security agreements and other documents as Monsanto may reasonably request to create, perfect, and continue in effect its security interests hereunder.\n\nSection 6.7 Promoting Safe Use-Practices. Roundup Products may be or become hazardous unless used in strict accordance with Monsanto's product labels. The Agent shall use commercially reasonable methods to inform and familiarize its employees, agents, Customers, contractors (including warehousemen and transporters) and others who may handle or use Roundup Products of the potential hazards pertaining thereto (including accidental breakage or fire), and shall stress the safe use and application of Roundup Products in strict accordance with Monsanto's product labels. In addition, the Agent shall provide HM126F training to its personnel as required by the United States Department of Transportation (and such other training as may be required by other countries within the Included Markets). The Agent shall have the responsibility to dispose of waste materials in accordance with all applicable Laws.\n\nSection 6.8 Monsanto Inspection Rights. From time to time, as Monsanto or the Steering Committee may request, the Agent shall permit, upon reasonable request and during normal business hours, representatives of Monsanto or the Steering Committee to inspect, with regard to Roundup Products, the Agent's inventories, warehousing, and shipping procedures.\n\nSection 6.9 Recalls. The Agent shall cooperate with Monsanto, and promptly take such actions as requested by Monsanto, with respect to any defective product including any \"stop-sales\" or recalls for Roundup Products.\n\nSection 6.10 New Roundup Products.\n\n(a) 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. The Product Offer shall be in writing, shall be in sufficient detail describing such New Product, and shall be made within sixty (60) days of the date of commercialization of such New Product for uses other than Lawn and Garden Use. In no event shall Monsanto, directly or indirectly, commercialize any New Product for Lawn and Garden Use in the Included Markets without first offering such New Product to the Agent pursuant to the terms of this Section 6.10. If the Agent agrees in writing\n\n30\n\n\n\n\n\nwithin ninety (90) days of receipt of the Product Offer to accept the New Product, then such New Product shall be, without further action or amendment, included within the definition of Roundup Products and be subject to the terms and conditions of this Agreement. In such event, the parties shall adjust the Commission Thresholds to reflect this additional source of revenue unless the New Product is a Glyphosate-based product or an improvement of any existing Roundup Products in which case the Commission Thresholds shall remain the same. If the Agent fails to agree in writing to accept the Product Offer within such ninety (90) days of receipt, then Monsanto shall have the exclusive right to manufacture, package, promote, distribute, and sell such New Product in the Included Markets, regardless of any actual or potential conflict with the terms of Agreement.\n\n(b) During the term of this Agreement, the Agent may, from time to time, propose that Monsanto utilize a different formulation of non-selective herbicide product for Lawn and Garden Use in the Included Markets that may or may not contain Glyphosate (an \"Agent Proposed Product\") and offer the Agent the exclusive agency and distribution rights to such Agent Proposed Product under this Agreement. Any Agent Proposed Product proposal shall contain supporting detail describing the Agent Proposed Product. The Agent shall supply Monsanto with any information Monsanto reasonably requests as part of its evaluation. Monsanto shall not unreasonably delay its evaluation of an Agent Proposed Product following receipt of any such information. Monsanto shall give good faith consideration to all Agent Proposed Products, and provided that Monsanto shall have the sole discretion in branding any Agent Proposed Product, Monsanto shall not unreasonably refuse to submit to the Agent a Product Offer for an Agent Proposed Product under Section 6.10(a) that is, in Monsanto's reasonable discretion, commercially attractive, taking into account all relevant legal, financial, regulatory and other material aspects, including, without limitation, any possible effect of such Agent Proposed Product on Monsanto's overall business and business prospects.\n\n(c) 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 agrees to use the Canada Marks in a manner consistent with the form and style of such trademarks as used by the Agent, or as otherwise agreed in writing with the Agent. For the avoidance of doubt, the Agent currently uses and/or may in the future use the Canada Marks on products in categories other than non-selective weedkillers for Lawn & Garden Use, and the license granted to Monsanto herein shall not affect or restrict the Agent's rights in such other categories. Such license shall terminate automatically upon any expiration or termination of the term of this Agreement applicable to Canada. Notwithstanding the foregoing, nothing herein shall be interpreted as granting Monsanto a license to the Canada Marks outside of Canada or outside the category specified in this Section 6.10(c). The Agent represents and warrants that it is a licensee with the right to sublicense the Canada Marks, and that Monsanto's use of the Canada Marks, as described herein, shall not infringe upon the rights of any third party. The Agent agrees to hold harmless, indemnify, and defend Monsanto from any and all claims, demands, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from a breach of this warranty by the Agent. The Agent agrees to carry out at its expense, all procedures necessary to register and maintain the Canada\n\n31\n\n\n\n\n\nMarks in full force and effect and Monsanto agrees to cooperate with the Agent in providing any product sample or other required information to assist in the maintenance and renewal of the Canada Marks. Monsanto acknowledges OMS Investments, Inc.'s exclusive ownership of all right, title and interest in and to the Canada Marks and agrees that Monsanto's use of the Canada Marks shall inure to the benefit of OMS Investments, Inc. Monsanto further agrees that it will in no way dispute, impugn or attack the validity of said Canada Marks or OMS Investments, Inc.'s or the Agent's rights thereto.\n\n(d) The Agent hereby grants to Monsanto exclusive access to the registrations for an acetic acid/citric acid nonselective weedkiller formulation in Canada. The parties will agree on the mutually acceptable details and mechanics of access and appropriate registration/labeling rights, the cost of which will be included in the Roundup P&L. 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).\n\n(e) Together, the respective trademark licenses and registration access provided pursuant to this Section 6.10 result in the following product: an acetic acid/citric acid nonselective weedkiller formulation under the EcoSense brand in Canada and an acetic acid nonselective weed killer formulation under the Path Clear brand in Canada (collectively, the \"Natural Products\"). Any Natural Product marketed and/or sold under a different brand name in Canada shall be deemed to be a Natural Product and subject to the terms of this Agreement. The Natural Products will be included in the Roundup P&L and shall be subject to the same terms, rights and obligations set forth in this Agreement as are the Roundup Products, except as modified by this Section 6.10. In the event that the Agent develops, or obtains access to, any improvements to the existing Natural Products formulations in Canada during the respective term of this Agreement, the Agent will grant Monsanto access to such improvements and the improved products will be included in the Roundup P&L on the same terms as agreed for the current formulations of the Natural Products. In the event that the Agent develops, or obtains access to, any new natural nonselective weedkiller products (including, without limitation, any herbicidally active substances which are plant extracts, including those derived from oleic acid or which are derived from plant extracts by processing including active substances) in Canada during the respective term of this Agreement, the Agent will grant Monsanto a right of first refusal to include such new products in the Roundup P&L on the same terms as agreed for the current Natural Products, and if accepted, such new products will become Natural Products. In the event that the Agent offers in writing a product to Monsanto pursuant to the terms of this Section 6.10(e) and Monsanto does not accept such product in writing within 90 days of the Agent's offer, the Agent may market such product at its own discretion utilizing an alternative trademark from those licensed to Monsanto pursuant to Section 6.10(c) (which alternative trademark is not identical or materially similar to the Canada Trademarks.\n\n(f) The marketing, sale and distribution of each of the Natural Products in Canada shall be governed in all respects by the terms and conditions of this Agreement, including without limitation, the calculation of the Commission pursuant to Section 3.6 hereof. Following the inclusion of the Natural Products in the Roundup L&G Business in Canada, and fully consistent\n\n32\n\n\n\n\n\nwith the performance standards and requirements of Section 2.2(b) of this Agreement, the performance of the Roundup L&G Business will be evaluated based on the total results of the business, including from current Roundup Products, the added Natural Products, and any future products added to the Roundup L&G Business. Subject to the provisions of the applicable Annual Business Plan, the Agent shall continue to promote Roundup Products in the manner described in Section 2.2(a)(7). 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. Furthermore, in addition to marketing and selling the Natural Products in such a manner to existing Customers, the Agent will use its best efforts to target retailers and customers who do not currently purchase Roundup Products. Without limiting the foregoing, the Agent hereby agrees that matters relating to the Naturals Products shall be included in the Annual Business Plan.\n\n(g) Notwithstanding anything in this Agreement to the contrary, the letter agreement dated February 26, 2010 between the Agent and Monsanto shall survive in full force and effect in its entirety.\n\n(h) No provision of this Section 6.10 should be understood, explicitly or implicitly, as an amendment of the noncompetition provisions of this Agreement, or a relinquishment by either party of their rights or waiver of their obligations except as expressly set forth in this Section 6.10.\n\nSection 6.11 Additional Roundup Products.\n\n(a) Each product listed in Schedule 6.11(a) (an \"Additional Roundup Product\") shall be included in the definition of \"Roundup Products\" for the purposes of this Agreement; provided, that, such Additional Roundup Products shall only be considered \"Roundup Products\" with respect to those countries set forth in the column titled \"Included Markets\" opposite such Additional Roundup Product in Schedule 6.11(a).\n\n(b) For purposes hereof, \"Additional Roundup Products Formulation Data\" shall mean the formula for the Additional Roundup Products, the raw material specifications, analytical methods, and other information as provided in the Quality Assurance Manual (as defined in the Formulation Agreement), the instructions and know how associated with formulating the Additional Roundup Products and any and all data related to the Additional Roundup Products required to make, sell, offer for sale, register with federal, state, or territorial government authorities (as may be required by law), and support and defend marketing claims for, the Additional Roundup Products in the United States and its territories. Such data may include, but is not limited to, validations of field efficacy, stability testing data, and toxicology studies. The Agent shall make all Additional Roundup Products Formulation Data available to Monsanto. For the avoidance of doubt, Additional Roundup Products Formulation Data shall not include any data which originated with Monsanto.\n\n(c) The Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to\n\n33\n\n\n\n\n\nsublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Formulation Data for the purpose of and to the limited extent necessary to register each of the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories. To the Agent's knowledge, the Additional Roundup Products Formulation Data does not infringe or otherwise conflict with any trademarks, registrations, or other intellectual property or proprietary rights of any third party and none of the Additional Roundup Products Formulation Data is being infringed upon by a third party.\n\n(d) Upon the termination of this Agreement, the license granted in Section 6.11(c) above shall convert to a perpetual, non-exclusive, royalty-free, non-transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h) below) to use the Additional Roundup Products Formulation Data to make, sell and offer for sale, in the Included Markets for each such Additional Roundup Product, products comparable to such Additional Roundup Products, and to the limited extent necessary, to register such products with federal, state or territorial government authorities (as may be required by law) in the United States and its territories.\n\n(e) Notwithstanding anything in this Agreement to the contrary, the Agent at all times shall own and retain all rights, title and interest in and to the Additional Roundup Products Formulation Data.\n\n(f) The Agent hereby represents and warrants that it is a licensee, with the right to sublicense, the trademarks used in connection with the Additional Roundup Products as set forth on Schedule 6.11(f) in the column titled \"Additional Roundup Products Trademarks\" set forth opposite each Additional Roundup Product in Schedule 6.11(f) (the \"Additional Roundup Products Trademarks\") and that it has the right to sublicense each of the Additional Roundup Products Trademarks for the term of the Additional Roundup Trademarks Licenses and for the purposes set forth therein without reservation. To the Agent's knowledge, Monsanto's use of the Additional Roundup Products Trademarks in accordance with the terms and conditions of the Additional Roundup Trademarks Licenses shall not, and the Additional Roundup Products Trademarks do not, infringe any trademarks, registrations, or other intellectual property or proprietary rights of any third party and none of the Additional Roundup Products Trademarks are currently being infringed upon by a third party. The Agent agrees to hold harmless, indemnify, and defend Monsanto from any and all claims, demands, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from (i) a breach of this warranty by the Agent and (ii) a claim of infringement of the Additional Roundup Products Trademarks as used by Monsanto pursuant to the Additional Roundup Trademarks Licenses, provided that such use is in accordance with the terms and conditions of the Additional Roundup Trademarks Licenses.\n\n(g) Agent hereby grants to Monsanto, during the term of this Agreement, a non-exclusive, royalty-free, non- transferable and non-assignable license (without the right to sublicense, except as specifically set forth in Section 6.11(h)) to use the Additional Roundup Products Trademarks for the purpose of and to the limited extent necessary to register the Additional Roundup Products with federal, state, or territorial government authorities (as may be required by law) in the United States and its territories (the \"Additional Roundup Products Trademarks\n\n34\n\n\n\n\n\nLicense\"). Upon the expiration or termination of this Agreement, Monsanto shall have no right to use the Additional Roundup Products Trademarks. Upon such expiration or termination, the Agent will purchase any remaining inventory of the Additional Roundup Products, including any components thereof, at cost.\n\n(h) Notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the license for the Additional Roundup Products Formulation Data upon a Change of Control with respect to Monsanto or a Roundup Sale. In addition, notwithstanding the foregoing, Monsanto, or a subsequent successor, may assign the licenses for the Additional Roundup Products Trademarks upon a Change of Control with respect to Monsanto or a Roundup Sale, provided that Monsanto has provided the Agent with prior written notice of, and has obtained the Agent's prior written consent to, such assignment, which consent shall not be unreasonably withheld.\n\n(i) The Agent agrees to carry out at its expense, or to ensure the completion of at its expense, all procedures necessary to register and maintain the Additional Roundup Products Trademarks in full force and effect, and Monsanto agrees to cooperate with the Agent in providing any required information to assist in the maintenance and renewal of the Additional Roundup Products Trademarks.\n\n(j) Monsanto will use the Additional Roundup Products Trademarks in a manner consistent with the form and style of other products sold by the Agent under the Additional Roundup Products Trademarks, or as otherwise agreed to in writing between the parties.\n\n(k) Monsanto acknowledges each of the Additional Roundup Products Trademarks owners' exclusive ownership of all right, title and interest in and to the Additional Roundup Products Trademarks and agrees that Monsanto's use of the Additional Roundup Products Trademarks shall inure to the benefit of each such owner. 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.\n\n(l) 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.\n\n(m) To the extent feasible, the Agent shall notify Monsanto in advance of any meetings with regulatory authorities relating to regulatory, scientific or safety issues concerning the Additional Roundup Products and shall provide Monsanto with the opportunity to participate in such meetings. To the extent such advance notice is not feasible, the Agent shall provide Monsanto with notice of any such meeting within a reasonable period following the conclusion of the meeting.\n\n(n) To the extent feasible, Monsanto shall notify the Agent in advance of any meetings with regulatory authorities relating to regulatory, scientific or safety issues concerning the Additional Roundup Products and shall provide the Agent with the opportunity to participate\n\n35\n\n\n\n\n\nin such meetings. To the extent such advance notice is not feasible, Monsanto shall provide the Agent with notice of any such meeting within a reasonable period following the conclusion of the meeting. The parties agree that the provisions of this Section 6.11(n) will not apply to routine day-to-day regulatory activities.\n\n(o) The Agent shall not modify the formula of the Additional Roundup Products in any manner without Monsanto's written consent, which will not be unreasonably withheld.\n\nSection 6.12 Confidentiality. Except as necessary for its performance under this Agreement, except as may be required by the federal securities laws or other applicable laws and except to the extent required under certain existing agreements to which Monsanto is a party (i.e., AHP Merger Agreement), neither party shall at any time or in any manner, either directly or indirectly, and neither party shall permit its employees to use, divulge, disclose or communicate to any person or entity any \"confidential information\" of the other party. For purposes of this Section 6.12, \"confidential information\" includes any information of any kind, nature, or description that is proprietary, treated as confidential by, owned by, used by, or concerning any matters affecting or relating to the business of a party or the subject matter of this Agreement, including but not limited to, the names, business patterns and practices of any of its customers, its marketing methods and related data, the names of any of its vendors and suppliers, the prices it obtains or has obtained or at which it sells or has sold products or services, lists, other written records, and information relating to its manner of operation. Notwithstanding the foregoing, \"confidential information\" shall not include any information which (i) is or becomes public knowledge through no fault or wrongful act of the party disclosing such information or its employees, (ii) was known by such party prior to any agency or distributor relationship with the other party or any predecessor, (iii) is received by such party pursuant to the Formulation Agreement and which is not otherwise confidential information, or (iv) is received from a third party who is not obligated to keep such information confidential. All \"confidential information\" in any form (electronic or otherwise) shall be and remain the sole property of the party possessing such information and shall be returned to such party upon the termination of this Agreement upon such party's reasonable request.\n\nSection 6.13 Noncompetition.\n\n(a) Noncompetition Period. The \"Noncompetition Period\" shall be the term of this Agreement, and for the two- year period following the termination, cancellation or non-renewal of this Agreement; provided, however, that in the event (i) Monsanto terminates this Agreement pursuant to Section 10.4(a)(2) or (ii) the Agent terminates this Agreement pursuant to Section 10.5(a), the Noncompetition Period shall be deemed to terminate simultaneously upon the effective date of the termination of this Agreement.\n\n(b) Monsanto Covenant. Except as provided for in Section 3.8, Monsanto covenants and agrees that for the Noncompetition Period, Monsanto will not, nor will it permit any Affiliate to, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in, as a shareholder, partner, creditor or otherwise, any \"Competitive Business.\" A Competitive Business shall be any business which, anywhere within the Included Markets, (x) manufactures, sells, markets or\n\n36\n\n\n\n\n\ndistributes any non-selective weed control product, whether residual or non-residual, for Lawn and Garden Use or (y) competes with the Roundup L&G Business; provided, however, this Section 6.13(b) shall not apply to those actions of Monsanto or any Affiliate (i) to the extent such actions are expressly contemplated by this Agreement, for the duration of this Agreement, (ii) to the extent that immediately upon termination of this Agreement for whatever reason Monsanto or any Affiliates or successor to the Roundup L&G Business shall continue to operate the Roundup L&G Business without infringing this covenant, or (iii) to the extent that Monsanto's interest in a Competitive Business, as a shareholder, partner, creditor or otherwise, is equal to or less than 5%.\n\n(1) In the event any Exclusive Mexican Business makes a material change in its business model to target sales to consumers outside of the Lawn and Garden Market, Monsanto will notify the Agent in writing that it wishes to begin selling Mexican Roundup Ag Products to such identified business. The Agent will have thirty (30) days to provide any written objection to Monsanto's request. If the Agent does not object to the request, such identified Exclusive Mexican Business will no longer remain exclusive to the Agent. If the Agent objects to Monsanto's request, Monsanto shall have the ability to raise its request to the Steering Committee for final determination. Monsanto shall continue to maintain the right to sell Mexican Roundup Ag Products, labeled for the Ag Market, regardless of size, to any business that markets and makes sales to the Ag Market in Mexico, regardless of whether that business also markets and makes sales to consumers for use in, on or around residential homes, residential lawns and residential gardens, and such sales shall not constitute a violation of Section 6.13(b) of this Agreement. Monsanto's Mexican Roundup Ag Products shall not be included in the Program Sales Revenue, regardless of SKU size.\n\n(c) Agent's Covenant. The Agent covenants and agrees that during the Noncompetition Period, the Agent will not, nor will it permit any Affiliate to, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in, as a shareholder, partner, creditor or otherwise, any Competitive Business; provided, however, this Section 6.13(c) shall not apply to those actions of the Agent or any Affiliate (i) to the extent such actions are expressly contemplated by this Agreement, for such term of this Agreement; (ii) to the extent such actions relate to the products listed on Exhibit D hereto in the countries listed therein, the products that the Agent either owns, has contracted to purchase or entered into a letter of intent with respect to as of the Effective Date and such additional products as the parties may from time to time agree (the \"Permitted Products\"); (iii) to the extent that the Agent's interest in a Competitive Business, as a shareholder, partner, creditor or otherwise, is equal to or less than 5%; or (iv) to any separate agreement with Monsanto with respect to transgenic technology sharing. Notwithstanding the foregoing provisions of this Section 6.13(c), the Agent shall have the right to market and make sales of Roundup Products labeled for Lawn and Garden Use to any business that markets and makes sales to Lawn and Garden Channels in Mexico regardless of whether that business also makes sales to the Ag Market in Mexico, and such sales shall not constitute a violation of Section 6.13(c) of this Section 6.13(c).\n\n(d) Non-Solicitation by Monsanto. 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\n\n37\n\n\n\n\n\nthen 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.\n\n(e) Non-Solicitation by the Agent. The Agent agrees that for the duration of the Noncompetition Period, without the prior written consent of Monsanto, it will not, nor will it permit any of its Affiliates to (i) solicit for employment any person then employed who works primarily with Roundup Products or with other products with Lawn & Garden Uses (\"Lawn & Garden Employee\") by Monsanto or any of its Affiliates or (ii) knowingly employ any Lawn & Garden Employee of Monsanto or any of its Affiliates who voluntarily terminates such employment with Monsanto (or such Affiliate) after the Effective Date, until three months have passed following termination of such employment.\n\n(f) Consideration. The consideration for the agreements contained in this Section 6.13 are the mutual covenants contained herein, the agreement of the parties to consummate the purchase of the Non-Roundup Assets, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged.\n\n(g) Modification. In the event a court (or other authority) refuses to enforce the covenants and agreements contained in this Section 6.13, either because of the scope of the geographical area specified in this Section 6.13, the duration of the restrictions, or otherwise, the parties hereto expressly confirm their intention that the geographical areas covered hereby, the time period of the restrictions, or such other provision, be deemed automatically reduced to the minimum extent necessary to permit enforcement.\n\n(h) Injunctive Relief. The parties acknowledge and agree that the extent of damages to one party (the \"non- breaching party\") in the event of an actual or threatened breach of this Section 6.13 by the other party (the \"breaching party\") may be impossible to ascertain and there may be available to the non-breaching party no adequate remedy at law to compensate the non-breaching party in the event of such an actual or threatened breach by the breaching party. Consequently, the parties agree that, in the event that either party breaches or threatens to breach any such covenant or agreement, the non-breaching party shall be entitled, in addition to any other remedy or relief to which it may be entitled, including without limitation, money damages, to seek to enforce any or all of such agreements or covenants against the breaching party by injunctive or other equitable relief ordered by any court of competent jurisdiction.\n\nSection 6.14 Industrial Property.\n\n(a) Monsanto represents and warrants that Monsanto or Affiliates are the exclusive owners of the trademarks, trade names, packages, copyrights and designs used in the sale of Roundup Products (hereinafter referred to as \"Industrial Property\"). To Monsanto's knowledge, the conduct of the Roundup L&G Business as now being conducted and the use of the Industrial Property in the conduct of the Roundup L&G Business, do not infringe or otherwise conflict with any trademarks, registrations, or other intellectual property or proprietary rights of others, nor has any claim been made that the conduct of the Roundup L&G Business as now being conducted\n\n38\n\n\n\n\n\ninfringes or otherwise is covered by the intellectual property of a third party, except for any conflict or infringement which would not have a material adverse effect. To the knowledge of Monsanto, none of the Industrial Property is currently being infringed upon by a third party.\n\n(b) The Agent acknowledges the validity of the trademarks which designate and identify Roundup Products. The Agent further acknowledges that Monsanto is the exclusive owner of the Industrial Property.\n\n(c) The Agent agrees that, to the extent it uses Industrial Property, such Industrial Property shall be used in its standard form and style as it appears upon Roundup Products or as instructed in writing by Monsanto. No other letter(s), word(s), design(s), symbol(s) or other matter of any kind shall be superimposed upon, associated with or shown in such proximity to the Industrial Property so as to tend to alter or dilute such Industrial Property, and the Agent further agrees not to combine or associate any of such Industrial Property with any other industrial property. The generic or common name of the type of product (e.g., \"non-selective herbicide\") must always follow Roundup Products' trademarks.\n\n(d) In all advertisements, sales and promotional or other printed matter in which any Industrial Property appears, the Agent shall identify itself by full name and address and state its relationship to Monsanto. In all such material, the Roundup trademark shall be identified as a trademark owned by Monsanto Company. In the case of a registered trademark, a \u00ae shall be placed adjacent to the trademark with the \u00ae referring to a footnote reading \"\u00ae Registered trademark of Monsanto Company.\" In the case of unregistered trademarks, a \"TM\" shall be placed adjacent to the trademark with the \"TM\" referring to a footnote reading \"TM Trademark of Monsanto Company.\"\n\n(e) On its letterheads, business cards, invoices, statements, etc., the Agent may identify itself as a distributor for the Industrial Property.\n\n(f) The Agent agrees that it will never use any Industrial Property or any simulation of such Industrial Property as part of the Agent's corporate or other trading name or designation of any kind.\n\n(g) Upon expiration or in the event of any termination of this Agreement, the Agent shall promptly discontinue every use of the Industrial Property and any language stating or suggesting the Agent is a distributor for Roundup Products. All advertising and promotional materials which use Industrial Property shall be destroyed.\n\n(h) The Agent shall not use or facilitate the use of promotional materials which disparage Roundup Products or Industrial Property. If the Agent should become aware of any suspected counterfeiting of Roundup Products or Industrial Property, the Agent shall promptly notify Monsanto of such suspected counterfeiting. The Agent shall cooperate in any investigation or legal proceedings that Monsanto deems desirable to protect its rights in the Industrial Property. The Agent shall not promote the sale of products using trademarks, packages or designs which are in Monsanto's opinion deceptively similar to Industrial Property.\n\n39\n\n\n\n\n\nSection 6.15 Conflicts of Interest. Conflicts of interest relating to this Agreement are strictly prohibited. Except as otherwise expressly provided herein, neither party nor any of its directors, employees or agents, or its subcontractors or vendors shall give to or receive from any director, employee or agent of the other party any gift, entertainment or other favor of significant value, or any commission, fee or rebate. Likewise, neither party nor its directors, employees or agents or its subcontractors or vendors shall, without prior written notification thereof to the other party, enter into any business relationship with any director, employee, or agent of the other party or any of its Affiliates unless such person is acting for and on behalf of such party. Each party shall promptly notify the other of any violation of this Section 6.15 and any consideration received as a result of such violation shall be paid over or credited to the other party.\n\nSection 6.16 Records Retention. The Agent and Monsanto shall each maintain true and complete records in connection with this Agreement and shall retain all such records for at least forty-eight (48) months following the termination or expiration of this Agreement. This obligation shall survive the termination or expiration of this Agreement.\n\nSection 6.17 Additional Covenant of the Agent. The Agent shall not take any action or fail to take any action that materially adversely impacts the Roundup brand or the Ag Market; provided, however, that the Agent shall have no liability for any event resulting primarily by an act or omission of Monsanto or its Affiliates.\n\nSection 6.18 Roundup Telephone Number. The parties acknowledge and agree that the Agent currently is the party of record for the tollfree service number 1-888-768-6387 (1-888-ROUNDUP). The Agent hereby acknowledges and agrees that it will transfer the right to use such telephone number back to Monsanto within thirty (30) days of Monsanto providing notice to the Agent of Monsanto's decision to become the party of record for such telephone number.\n\nSection 6.19 Additional Obligations. Unless expressly agreed by the parties in writing on a country-by-country basis, Monsanto shall not sell, or promote the indirect sale of, the 1.67 Gallon Roundup Pro Max SKU through Lawn and Garden Channels in the Included Markets; provided, that the foregoing shall not be deemed an acknowledgement by Monsanto that a 1.67 Gallon package product or any other package size cannot have agricultural uses.\n\nARTICLE 7 - [RESERVED]\n\nARTICLE 8 - REPRESENTATIONS, WARRANTIES, AND COVENANTS\n\nSection 8.1 The Agent's Representations and Warranties. The Agent hereby represents and warrants that all of the following are true:\n\n(a) The Agent is a limited liability company duly organized, validly existing and in full force and effect under the laws of Ohio and has all requisite limited liability company\n\n40\n\n\n\n\n\npower and authority to carry on and conduct its business as it is now being conducted, to own or lease its assets and properties and is duly qualified and in good standing in every jurisdiction in which the conduct of its business or ownership of its assets requires it to be so qualified.\n\n(b) (i) The Agent has the full authority and legal right to carry out the terms of this Agreement; (ii) the terms of this Agreement will not violate the terms of any other material agreement, contract or other instrument to which it is a party, and no consent or authorization of any other person, firm, or corporation is a condition precedent to the Agent's execution of this Agreement; (iii) it has taken all action necessary to authorize the execution and delivery of this Agreement; and (iv) this Agreement is a legal, valid, and binding obligation of the Agent, enforceable in accordance with its terms.\n\n(c) The Agent is in compliance in all material respects with all applicable Laws relating to its business.\n\n(d) There is no material suit, investigation, action or other proceeding pending or threatened before any court, arbitration tribunal, or judicial, governmental or administrative agency, against the Agent which would have a material adverse effect on the ability of the Agent to perform its obligations hereunder or which seeks to prevent the consummation of the transactions contemplated herein.\n\n(e) There are no material disputes with underwriters under the Agent's insurance policies; each such policy is valid and enforceable in accordance with its terms and is in full force and effect; there exists no default by the Agent under any such policy, and there has been no material misrepresentation or inaccuracy in any application therefor, which default, misrepresentation or inaccuracy would give the insurer the right to terminate such policy, binder, or fidelity bond or to refuse to pay a claim thereunder; and the Agent has not received notice of cancellation or non-renewal of any such policy.\n\nSection 8.2 Monsanto's Representations and Warranties. Monsanto hereby represents and warrants that all of the following are true:\n\n(a) Monsanto is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and has all requisite corporate power and authority to carry on and conduct its business as it is now being conducted, to own or lease its assets and properties and is duly qualified and in good standing in every jurisdiction in which the conduct of its business or ownership of its assets requires it to be so qualified.\n\n(b) (i) Monsanto has the full authority and legal right to carry out the terms of this Agreement; (ii) the terms of this Agreement will not violate the terms of any other material agreement, contract or other instrument to which it is a party, and no consent or authorization of any other person, firm, or corporation is a condition precedent to this Agreement; (iii) it has taken all action necessary to authorize the execution and delivery of this Agreement; and (iv) this Agreement is a legal, valid, and binding obligation of Monsanto, enforceable in accordance with its terms.\n\n41\n\n\n\n\n\n(c) Monsanto is in compliance, in all material respects, with all applicable Laws relating to its business.\n\n(d) There is no material suit, investigation, action or other proceeding pending or threatened before any court, arbitration tribunal, or judicial, governmental or administrative agency, against Monsanto which would have a material adverse effect on the ability of Monsanto to perform its obligations hereunder or which seeks to prevent the consummation of the transactions contemplated herein.\n\nARTICLE 9 - INDEMNIFICATION\n\nSection 9.1 Indemnification and Claims Procedure.\n\n(a) Indemnification. Each party hereto agrees to indemnify, defend and hold harmless the other party and its employees, officers, directors, agents and assigns from and against any and all loss (including reasonable attorneys' fees), damage, injury or liability, whether incurred as a party or non-party to any action or proceeding, that may arise out of any actual or threatened claim asserted or action brought by or on behalf of a third party for injury to or death of a person for loss of or damage to property, including employees and property of the indemnified party (\"Loss\"), to the extent resulting directly or indirectly from the indemnifying party's actual or alleged (i) breach of a duty, representation, or obligation of this Agreement, or (ii) negligence or willful misconduct in the performance of its obligations under this Agreement, except to the extent that such indemnification is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement.\n\n(b) Claims Procedure. Promptly after receipt by either party hereto (the \"Indemnitee\") of any notice of any demand, claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an \"Asserted Liability\") that may result in a Loss, the Indemnitee shall give notice thereof (the \"Claims Notice\") to the party obligated to provide indemnification pursuant to Section 9.1(a). The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. Thereafter, the following procedures shall apply:\n\n(1) Subject to Section 9.1(b)(2), 9.1(b)(3), 9.1(b)(4) and 9.1(b)(5), the indemnifying party may elect to compromise or defend, at its own expense by its own counsel, and shall control any such compromise or defense;\n\n(2) If the indemnifying party elects to compromise or defend such Asserted Liability it shall (i) within thirty (30) days after confirmed receipt of the Claims Notice notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability, and shall make available to the indemnifying party any books, records or other documents within its control that are necessary or appropriate for such defense, (ii) select counsel and, if applicable, consultants and contractors, reasonably acceptable to Indemnitee in connection with conducting the defense of such Asserted Liability, and (iii) defend or settle such Asserted Liability in\n\n42\n\n\n\n\n\nconsultation with Indemnitee, including, without limitation, consulting Indemnitee on litigation strategy and keeping Indemnitee reasonably informed of all proceedings and settlement demands and negotiations;\n\n(3) The indemnifying party shall not consent to a settlement of any such Asserted Liability without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld; provided, that the indemnifying party may enter into a settlement without the consent of Indemnitee after providing at least thirty (30) days' prior written notice to Indemnitee if the terms of such settlement (x) include only money damages as a remedy and such money damages are paid in full by the indemnifying party, (y) do not impose material obligations or restrictions on Indemnitee's business and (z) do not include any admission of wrongdoing by Indemnitee;\n\n(4) If the indemnifying party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided, or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability, with a reservation of all rights to seek indemnification hereunder against the indemnifying party; provided, that Indemnitee may enter into a settlement without the consent of the indemnifying party after providing at least thirty (30) days' prior written notice to the indemnifying party, if the terms of such settlement (i) include only money damages as a remedy, (ii) do not impose material obligations or restrictions on the indemnifying party's business and (iii) do not include any admission of wrongdoing by the indemnifying party; and\n\n(5) Notwithstanding the foregoing, the Indemnitee and the indemnifying party may participate, in all instances, and at their own expense, in the defense of any Asserted Liability.\n\nARTICLE 10 - TERMS, TERMINATION, AND FORCE MAJEURE\n\nSection 10.1 Terms. This Agreement shall commence as of the Effective Date and shall continue unless and until terminated as provided herein.\n\nSection 10.2 [Reserved].\n\nSection 10.3 [Reserved].\n\nSection 10.4 Termination by Monsanto.\n\n(a) Termination Rights. In addition to its right to terminate this Agreement pursuant to Section 10.9, Monsanto shall have the right to terminate this Agreement by giving the Agent a termination notice specified for each termination event upon the occurrence and continuance of either of the following:\n\n(1) An Event of Default occurring at any time; or\n\n43\n\n\n\n\n\n(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.\n\n(b) Event of Default. An Event of Default shall mean any of the following occurrences:\n\n(1) a Material Breach of this Agreement committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(2) a Material Fraud committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(3) Material Willful Misconduct committed by the Agent and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(4) [Intentionally omitted.];\n\n(5) [Intentionally omitted.];\n\n(6) the Insolvency of Agent;\n\n(7) the occurrence of a Change of Control of an SMG Target without the prior written consent of Monsanto, unless the Agent has determined in its reasonable commercial opinion that such acquiror can and will fully perform the duties and obligations of the Agent under this Agreement;\n\n(8) [Intentionally omitted.]; or\n\n(9) except to the extent permitted herein, (i) the assignment of all, or substantially all, of the Agent's rights, or (ii) the delegation of all, or substantially all, of the Agent's obligations hereunder, in either instance without the prior written consent of Monsanto.\n\nAs to any Event of Default defined in Sections 10.4(b)(1)-(3), such termination shall take effect on the later of the first business day following the thirtieth (30th) day after the sending of a termination notice to the Agent in accordance with the provisions of Section 11.9, or the date designated by Monsanto in said termination notice. As to any Event of Default defined in Sections 10.4(b)(6), (7) and (9), such termination shall take effect on the later of the first business day following the seventh (7th) day after the sending of a termination notice to Agent, or the date designated by Monsanto in said notice of termination.\n\n(c) Payment of Termination Fee. Except for termination of this Agreement by Monsanto upon any Event of Default, a Termination Fee (as specified in Section 10.4.(d)) shall only be paid either by Monsanto or by the successor to the Roundup Business, as the case may be, upon the following terms and conditions:\n\n44\n\n\n\n\n\n(1) in the event the Agreement is effectively terminated by either Monsanto or its successor or by the Agent upon Material Breach, Material Fraud or Material Willful Misconduct by Monsanto as provided for in Section 10.5.(c);\n\n(2) no later than the effective date of the applicable termination notice and no later than the effective date of the termination; and\n\n(3) only in the event the Agent does not become the successor to the Roundup Business, in which case the Termination Fee shall not be paid but shall be credited against the purchase price as described in Section 10.4(d).\n\n(d) Termination Fee. Monsanto and the Agent stipulate and agree that the injury which will be caused to the Agent by the termination of this Agreement under the circumstances which shall give rise to the payment of the Termination Fee are difficult or impossible of accurate estimation; that by establishing the Termination Fee they intend to provide for the payment of damages and not a penalty; and that the sum stipulated for the Termination Fee is a reasonable pre-estimate of the probable loss which will be suffered by the Agent in the event of such termination.\n\nThe Termination Fee payable shall vary in accordance with the Table hereunder:\n\nProgram Year Termination Fee\n\n2015  P rog ram Yea r  and thereafter The greater of (i) $175MM or (ii) four (4) times an amount equal to (A) the average of the Program EBIT for the three (3) trailing Program Years prior to the year of termination, minus (B) the 2015 Program EBIT (excluding Europe and Australia) of $186.4MM.\n\nFor example, if the Roundup Sale occurs in 2033 (all expressed in $MM):\n\n2015  2030 2031 2032 3 year Avg Termination Fee $186.4 $310 $309 $314 $311 $498.4\n\n(e) Remedies for Monsanto. Subject to Section 10.4(g), in case of termination by Monsanto upon any of the Events of Default by the Agent specified in Section 10.4(b)(1)-(3), Monsanto shall be entitled to exercise all remedies available to it, either at law or in equity. 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.\n\n(f) Exclusive Remedy. The payment of a Termination Fee to the Agent under Section 10.4(c) shall be deemed to constitute the exclusive remedy for any damages resulting out of the termination of this Agreement by Monsanto or the successor to the Roundup Business pursuant\n\n45\n\n\n\n\n\nto Section 10.4(c) and the Agent shall waive its right to exercise any other remedies otherwise available at law or in equity.\n\n(g) Arbitration. In the event either party claims that a Material Breach, a Material Fraud, or Material Willful Misconduct has been committed by the other party (the \"Breaching Party\"), or this Agreement otherwise explicitly provides that the provisions of this Section 10.4(g) apply, the following procedures shall apply:\n\n(1) After the asserted occurrence of a Material Breach, a Material Fraud, or Material Willful Misconduct, the party who contends that such breach, fraud or misconduct has occurred (the \"Claimant\") shall send to the Breaching Party a notice, in accordance with the notice provisions of Section 11.9 of this Agreement, in which the Claimant shall: (i) identify the Material Breach, Material Fraud, or Material Willful Misconduct which it contends has occurred; (ii) appoint an arbitrator; and (iii) demand that the Breaching Party appoint an arbitrator.\n\n(2) Within fifteen (15) days after receipt of the notice, the Breaching Party shall send a response to the Claimant, in accordance with the notice provisions of Section 11.9 of this Agreement, in which the Breaching Party shall: (i) indicate whether it contests the asserted occurrence of the Material Breach, Material Fraud, or Material Willful Misconduct, as the case may be; and (ii) if it does contest such asserted occurrence, appoint a second arbitrator. The failure on the part of the Breaching Party to timely respond to the notice, and/or to timely appoint its arbitrator, shall be deemed to constitute acceptance of the arbitrator designated by the Claimant as the 'sole arbitrator.\n\n(3) If the Breaching Party appoints an arbitrator, then within fifteen (15) days after the receipt of the Breaching Party's response by the Claimant, the two arbitrators shall jointly appoint a third arbitrator. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. Upon their selection by either means, the three arbitrators (the \"Arbitrators\") shall expeditiously proceed to determine whether a Material Breach, Material Default or Material Willful Misconduct has occurred, in accordance with the procedures hereafter set forth.\n\n(4) Except as specifically modified herein, the arbitration proceeding contemplated by this section (the \"Arbitration\") shall be conducted in accordance with Title 9 of the US Code (United States Arbitration Act) and the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The cost of the Arbitration shall be borne equally by the parties, with the understanding that the Arbitrators may reimburse the prevailing party, if any, as determined by the Arbitrators for that party's cost of the Arbitration in connection with the award made by the Arbitrators as described below.\n\n(5) The award shall be made within three (3) months after the appointment of the third Arbitrator, and each of the Arbitrators shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by agreement of the parties or by the Arbitrators, if necessary.\n\n46\n\n\n\n\n\n(6) Consistent with the expedited nature of arbitration, each party will, upon the written request of the other party, promptly provide the other with copies of documents relevant to the issues raised by the notice or the response, including those documents on which the producing party may rely in support of or in opposition to any claim or defense. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the Arbitrators, which determination shall be conclusive. All discovery shall be completed within 60 days following the appointment of the third Arbitrator.\n\n(7) At the request of a party, the Arbitrators shall have the discretion to order examination by deposition of witnesses to the extent the Arbitrators deem such additional discovery relevant and appropriate. 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. All objections are reserved for the arbitration hearing, except for objections based on privilege and proprietary or confidential information.\n\n(8) Either party may apply to the Arbitrators seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the controversy).\n\n(9) The scope of the Arbitration shall include the following:\n\n(i) a determination as to whether the act(s) or omission(s) set forth by the Claimant have occurred;\n\n(ii) a determination as to whether those act(s) or omissions(s) determined to have occurred constitute a breach of this Agreement, fraudulent conduct in connection with this Agreement, or willful misconduct in connection with this Agreement, as the case may be;\n\n(iii) a determination as to whether those act(s) or omissions(s) determined to have occurred constitute a Material Breach, a Material Fraud, or Material Willful Misconduct, as the case may be;\n\n(iv) a determination as to the amount of monetary damages, if any, suffered by the Claimant, as a result of those act(s) or omissions(s) determined to have occurred which constitute a breach of this Agreement, fraudulent conduct in connection with this Agreement, or willful misconduct in connection with this Agreement, as the case may be, regardless of whether such act(s) or omission(s) rise to the level of Material Breach, Material Fraud, or Material Willful Misconduct, as the case may be;\n\n(v) a determination, to the extent applicable, of the specific performance which could and should be decreed to correct any breach, fraud or material misconduct which the Arbitrators determine can be cured by the issuance of such decree;\n\n47\n\n\n\n\n\n(vi) a determination as to which party, if any, is the prevailing party in the Arbitration, and the amount of such party's costs and fees. \"Costs and fees\" means all reasonable pre-award expenses of the arbitration, including the arbitrators' fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys' fees; and\n\n(vii) a determination as to such matters as the Arbitrators deem necessary and appropriate to carry out their duties in connection with the Arbitration.\n\n(10) The Arbitrators' award shall be in writing, shall be signed by a majority of the Arbitrators, and shall include a statement regarding the reasons for the disposition of any claim.\n\n(11) The Arbitrators' award shall, as applicable, include the following:\n\n(i) to the extent that the Arbitrators determine that the Claimant has suffered monetary damages as a result of those act(s) or omissions(s) determined to have occurred which constitute a breach of this Agreement, fraudulent conduct in connection with this Agreement, or willful misconduct in connection with this Agreement, as the case may be, a monetary award in the amount of those damages;\n\n(ii) to the extent that the Arbitrators determine that the harm resulting from those act(s) or omissions(s) determined to have occurred can be cured, in whole or in part by a decree of specific performance, such a decree of specific performance implementing such determination as can be submitted to and made the order of a Court of competent jurisdiction;\n\n(iii) to the extent that the Arbitrators determine that those act(s) or omissions(s) determined to have occurred constitute a Material Breach, a Material Fraud, or Material Willful Misconduct, as the case may be, an award authorizing the Claimant to immediately terminate this Agreement, together with damages or specific performance, if determined by the Arbitrators to be appropriate;\n\n(iv) to the extent that the Arbitrators determine that there is a prevailing party, and that said prevailing party should receive an award of its Costs and Fees, such award to the prevailing party; and\n\n(v) such other matters as the Arbitrators deem necessary and appropriate to implement their determinations made in the Arbitration.\n\n(12) The written determination of the Arbitrators shall be made and delivered promptly to the parties to the Arbitration and shall be final and conclusive upon the parties to the Arbitration.\n\n(13) Except as may be required by law, neither a party nor an Arbitrator may disclose the existence, content, or results of any Arbitration hereunder without the prior written consent of both parties.\n\n48\n\n\n\n\n\nSection 10.5 Termination by the Agent.\n\n(a) Material Breach, Material Fraud and Material Willful Misconduct. The Agent may terminate this Agreement in accordance with the provisions of Section 10.4(g) upon:\n\n(1) a Material Breach of this Agreement committed by Monsanto and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(2) a Material Fraud committed by Monsanto and established in accordance with the provisions of Section 10.4(g) of this Agreement;\n\n(3) Material Willful Misconduct committed by Monsanto and established in accordance with the provisions of Section 10.4(g) of this Agreement. Such termination shall take effect on the later of the first business day following the thirtieth (30th) day after the sending of a termination notice to Monsanto in accordance with the provisions of Section 11.9, or the date designated by the Agent in said termination notice.\n\n(b) Roundup Sale. The Agent may terminate this Agreement by written notice thereof to Monsanto upon receipt of notice of a Roundup Sale as described in Section 10.6.\n\n(c) Termination Fee. 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).\n\n(d) Brand Decline Event.\n\n(i) If prior to Program Year 2023\n\n(A) the Sell-Through Business has declined by more than twenty-five percent (25%) as compared to the Sell-Through Business for Program Year 2014 due to legal, regulatory, governmental or non-governmental organization actions adversely affecting the market for Roundup Products or due to diminished consumer or retailer acceptance of Roundup Products due to anti-Monsanto or anti-glyphosate sentiment, or\n\n(B) there has been a significant decline in the overall health and goodwill of the Roundup brand, as measured by industry standard market research and best practices such as attitude and usage studies (provided that the decline is not primarily due to the acts or omissions of the Agent or its Affiliates), and, in the case of (A) or (B),\n\n(C) such declines cannot be remedied by the end of the next full Program Year,\n\nthen the Agent may provide notice to Monsanto of such alleged declines (such declines, a \"Brand Decline Event\").\n\n(ii) If Monsanto does not contest the occurrence of the alleged Brand Decline Event by submitting such alleged Brand Decline Event to resolution through\n\n49\n\n\n\n\n\narbitration in accordance with the provisions of Section 10.4(g) of this Agreement within ninety (90) days of receipt of such notice from the Agent, then that Brand Decline Event shall be deemed to have occurred as of the date of such notice, and thereafter the Agent shall be entitled to either, as the Agent's sole remedy, (x) terminate this Agreement, which termination shall be effective at the end of the third (3rd) full Program Year following the Program Year in which the Agent delivers notice of termination pursuant to this Section 10.5(d)(ii), or (y) not terminate this Agreement and be entitled to the Additional Commission Amount (in addition to the Commission) set forth in Section 10.5(d)(iv) below, which Additional Commission Amount shall be subject to all other terms and conditions of this Agreement with respect to the Commission, except as otherwise expressly stated in this Section 10.5(d).\n\n(iii) If Monsanto does contest the occurrence of the alleged Brand Decline Event by submitting such alleged Brand Decline Event to resolution through arbitration in accordance with the provisions of Section 10.4(g) of this Agreement within ninety (90) days of receipt of such notice from the Agent, then the question of whether a Brand Decline Event has occurred will be finally determined in accordance with the provisions of Section 10.4(g) of this Agreement, and if a Brand Decline Event is finally determined to have occurred, then the Brand Decline Event shall be deemed to have occurred as of the date of such notice, and thereafter the Agent shall be entitled to either, as the Agent's sole remedy, (x) terminate this Agreement, which termination shall be effective at the end of the third (3rd) full Program Year following the Program Year in which the Agent delivers notice of termination pursuant to this Section 10.5(d)(iii), or (y) not terminate this Agreement and be entitled to the Additional Commission Amount (in addition to the Commission) set forth in Section 10.5(d)(iv) below, which Additional Commission Amount shall be subject to all other terms and conditions of this Agreement with respect to the Commission, except as otherwise expressly stated in this Section 10.5(d).\n\n[Remainder of page intentionally left blank]\n\n50\n\n\n\n\n\n(iv) The amounts of the \"Additional Commission Amount\" mean, depending on the Program Year in which the Brand Decline Event occurs, the amounts indicated in the table below for the Program Years indicated:\n\nYear of Brand Decline Event => Program Year 2018 Program Year 2019 Program Year 2020 Program Year 2021 Program Year 2022\n\nAdditional Commission Amount in Program Year 2018 $10MM\n\n     Additional Commission Amount in Program Year 2019 $10MM $10MM\n\n    Additional Commission Amount in Program Year 2020 $10MM $10MM $10MM\n\n   Additional Commission Amount in Program Year 2021 $10MM $10MM $10MM $8MM\n\n  Additional Commission Amount in Program Year 2022 $10MM $10MM $10MM $8MM $6MM\n\nAdditional Commission Amount in Program Year 2023 $10MM $10MM $10MM $8MM $6MM\n\nAdditional Commission Amount in Program Year 2024 $10MM $10MM $10MM $8MM $6MM\n\nAdditional Commission Amount in Program Year 2025\n\n\n\n$8MM $6MM\n\nAdditional Commission Amount in Program Year 2026\n\n\n\n$6MM\n\nSection 10.6 Roundup Sale.\n\n(a) Roundup Sale Procedures.\n\n(i) Right of First Offer. If Monsanto (A) receives an unsolicited proposal with respect to a potential Roundup Sale and responds in any manner, other than rejecting such proposal, (B) solicits or makes a formal determination to solicit or make any proposal with respect to a potential Roundup Sale or (C) enters into an agreement relating to the provision of information with respect to a potential Roundup Sale (each a \"Roundup Sale Notice Trigger\"), the Agent shall have the rights as set forth in this Section 10.6 with respect to any such Roundup Sale and Monsanto shall promptly provide written notice to the Agent of such Roundup Sale as set forth\n\n51\n\n\n\n\n\nin Section 10.6(a)(ii) (a \"Roundup Sale Notice\"). For the avoidance of doubt, the provisions of this Section 10.6(a) shall apply to any and all potential Roundup Sales.\n\n(ii) Roundup Sale Notice. Upon the occurrence of a Roundup Sale Notice Trigger, Monsanto shall promptly provide a Roundup Sale Notice to the Agent along with all Roundup Offering Materials (subject to Monsanto entering into a confidentiality agreement on commercially reasonable terms with the Agent with respect to such Roundup Offering Materials). After the occurrence of a Roundup Sale Notice Trigger, if Monsanto delivers any Roundup Offering Materials to a third party that contain material deviations from the Roundup Offering Materials previously provided to the Agent, Monsanto shall provide copies of such Roundup Offering Materials to the Agent promptly after such delivery.\n\n(iii) Exclusivity.\n\n(A) For a period of sixty (60) days from the last date of receipt by the Agent of the Roundup Sale Notice and any related Roundup Offering Materials as set forth in Section 10.6(a)(ii) (the \"Exclusive Roundup Sale Period\"), Monsanto agrees to negotiate in good faith with the Agent on an exclusive basis with respect to any potential Roundup Sale. If and only if Monsanto has complied with the provisions of the preceding sentence and no definitive agreement has been entered into with the Agent or one of its Affiliates with respect to a Roundup Sale, then following the Exclusive Roundup Sale Period, Monsanto may then make solicitations to, or otherwise negotiate with, a third party or parties with respect to a Roundup Sale and may provide the Roundup Offering Materials previously provided to the Agent to any such third party or parties in connection with a process to pursue a Roundup Sale. In the event that Monsanto engages in a process in which it seeks bids or proposals from more than one third party in connection with a contemplated Roundup Sale, the Agent shall be entitled to a fifteen (15) day exclusive negotiation period following the receipt and review by Monsanto of all bids or proposals (the \"Roundup Quiet Period\"), provided that, in determining the value of the price terms of the Agent's bid, Monsanto shall not discount the Agent's bid as a result of the fact that the Termination Fee is an offset or credit against the total purchase price, and that, during the Roundup Quiet Period, the Agent shall have the right to revise its original bid but shall not have the right to review the terms of any other bids or proposals. Monsanto may consummate a Roundup Sale with any third party only if such Roundup Sale is made pursuant to the acceptance by Monsanto of a Roundup Superior Offer.\n\n(B) 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 will immediately advise the Agent of any offer, proposal or indication of interest received by Monsanto or its Affiliates with respect to a Roundup Sale during the Exclusive Roundup Sale Period.\n\n52\n\n\n\n\n\n(b) Credit of Termination Fee. In the event that the Agent or any of its Affiliates acquires the Roundup Business in a Roundup Sale, the Termination Fee that would have been payable to the Agent upon a termination pursuant to Section 10.4(a) (2) shall be credited against the purchase price to be paid by the Agent or such Affiliate in the Roundup Sale.\n\n(c) Agent's Election. In the event that Monsanto determines to consummate a Roundup Sale with a party other than the Agent, Monsanto shall deliver the Agent notice thereof and of the identity of such other party. Within thirty (30) days of receipt of such notice, the Agent shall deliver written notice to Monsanto stating either that:\n\n(1) The Agent intends to terminate this Agreement pursuant to Section 10.5(b), in which case such notice shall constitute a termination notice for purposes of this Agreement provided that the termination shall be effective at the end of the Third Program Year following the Program Year in which the Agent delivers its Notice of Termination pursuant to this provision; or\n\n(2) The Agent will not terminate this Agreement pursuant to Section 10.5(b) and agrees to continue the performance of its obligations under the Agreement unless and until the Agent receives a termination notice delivered in accordance with the terms of this Agreement by the successor to the Roundup Business.\n\n(d) Successor. Upon consummation of a Roundup Sale to a party other than the Agent, Monsanto's successor to the Roundup L&G Business shall assume all rights and responsibilities of Monsanto under this Agreement.\n\n(e) Noncompetition Upon Termination. 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).\n\nSection 10.7 Effect of Termination.\n\n(a) Reserved.\n\n(b) Prior Obligations and Shipments. Termination shall not affect obligations of Monsanto or of the Agent which have arisen prior to the effective date of termination.\n\n53\n\n\n\n\n\n(c) Representations and Materials. Upon termination of this Agreement for any reason, the Agent shall not continue to represent itself as Monsanto's authorized agent to deal in Roundup Products, and shall remove, so far as practical, any printed material relating to such products from its salesperson's manuals and shall discontinue the use of any display material on or about the Agent's premises containing any reference to Roundup Products.\n\n(d) Return of Books, Records, and other Property. To the extent not otherwise provided herein, upon termination of this Agreement, the Agent shall immediately deliver to Monsanto all records, books, and other property of Monsanto.\n\nSection 10.8 Force Majeure. If either party is prevented or delayed in the performance of any of its obligations by force majeure and if such party gives written notice thereof to the other party within twenty (20) days of the first day of such event specifying the matters constituting force majeure, together with such evidence as it reasonably can give, then the party so prevented or delayed will be excused from the performance or punctual performance, as the case may be, as from the date of such notice for so long as such cause of prevention or delay continues. For the purpose of this Agreement, the term \"force majeure\" will be deemed to include an act of God, war, hostilities, riot, fire, explosion, accident, flood or sabotage; lack of adequate fuel, power, raw materials, containers or transportation for reasons beyond such party's reasonable control; labor trouble, strike, lockout or injunction (provided that neither party shall be required to settle a labor dispute against its own best judgment); compliance with governmental laws, regulations, or orders; breakage or failure of machinery or apparatus; or any other cause whether or not of the class or kind enumerated above, including, but not limited to, a severe economic decline or recession, which prevents or materially delays the performance of this Agreement in any material respect arising from or attributable to acts, events, non-happenings, omissions, or accidents beyond the reasonable control of the party affected.\n\nSection 10.9 [Intentionally deleted]\n\nARTICLE 11 - MISCELLANEOUS\n\nSection 11.1 Relationship of the Parties. Notwithstanding anything herein to the contrary, the parties' status with respect to each other shall be, at all times during the term of this Agreement, that of independent contractors retaining complete control over and complete responsibility for their respective operations and employees. Except as expressly provided herein, this Agreement shall not confer, nor shall be construed to confer, on either party any right, power or authority (express or implied) to act or make representations for, or on behalf of, or to assume or create any obligation on behalf of, or in the name of the other party. Nothing in this Agreement shall confer, or shall be construed to: (i) confer on the Agent any mutual proprietary interest in, or subject the Agent to any liability for, the business, assets, profits, losses, or obligations associated with Monsanto's manufacture, marketing, distribution and sales of Roundup Products; (ii) otherwise make either party a partner, member, or joint venturer of the other party (A) for purposes of the tax laws of the United States or any other country, or (B) for any other purposes under any other Laws; or (iii) create a franchise relationship between the parties. The parties expressly agree that at no time during the term of this Agreement, shall either party through its officers, directors, agents, employees, independent contractors or other representatives or through their respective representatives on the\n\n54\n\n\n\n\n\nSteering Committee or Global Roundup Team take any action inconsistent with the foregoing expression of the nature of their relationship, except as required pursuant to applicable governmental authority under applicable Law or with the express written consent of the other party. Accordingly, the parties expressly agree to cooperate and communicate with the Steering Committee and the Global Roundup Support Team from time to time and in all events, annually, to ensure that both parties' actions are in compliance with this Section 11.1.\n\nSection 11.2 Interpretation in accordance with GAAP. The parties acknowledge that several terms and concepts (such as various financial and accounting terms and concepts) used or referred to herein are intended to have specific meanings and are intended to be applied in specific ways, but they are not so expressly and fully defined and explained in this Agreement. In order to supplement definitions and other provisions contained in this Agreement and to provide a means for interpreting undefined terms and applying certain concepts, the parties agree that, except as expressly provided herein, when costs are to be determined or other financial calculations are to be made, GAAP as well as the party's past accounting practices shall be used to interpret and determine such terms and to apply such concepts. For example, when actual costs and expenses are referred to herein, they are not intended to contain any margin or profit for the party incurring such costs or expenses.\n\nSection 11.3 Currency. All amounts payable and calculations under this Agreement shall be in United States dollars. As applicable, Program Sales Revenue, Program Expenses, Cost of Goods Sold, Service Costs, and Program EBIT shall be translated into United States dollars at the rate of exchange at which United States dollars are listed in International Financial Statistics (publisher, International Monetary Fund) or if it is not available, The Wall Street Journal for the currency of the country in which the sales were made or the transactions occurred at the average rate of exchange for the Quarter in which such sales were made or transactions occurred.\n\nSection 11.4 Monsanto Obligations. All permits, licenses, and registrations needed for the sale of Roundup Products shall be obtained by Monsanto. Monsanto shall assume the cost of all federal and state registration fees related to the sale of Roundup Products, with such costs being included within Program Expenses.\n\nSection 11.5 Expenses. Except as otherwise specifically provided in this Agreement, the Agent and Monsanto will each pay all costs and expenses incurred by each of them, or on their behalf respectively, in connection with this Agreement and the transactions contemplated hereby, including fees and expenses of their own financial consultants, accountants and counsel.\n\nSection 11.6 Entire Agreement. Subject to Section 6.10(g) of this Agreement, this Agreement, together with all respective exhibits and schedules hereto, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all representations, warranties, understandings, terms or conditions on such subjects that are not set forth herein or therein. Agreements on other subjects, such as security and other credit agreements or arrangements, shall remain in effect according to their terms. The parties recognize that, from time to time, purchase orders, bills of lading, delivery instructions, invoices and similar documentation will be transmitted by each party to the other to facilitate the implementation of this Agreement. Any terms and conditions contained in any of those documents which are inconsistent\n\n55\n\n\n\n\n\nwith the terms of this Agreement shall be null, void and not enforceable. This Agreement is for the benefit of the parties hereto and is not intended to confer upon any other person any rights or remedies hereunder. The provisions of this Agreement shall apply to each division or subsidiary of the Agent and Monsanto and either the Agent or Monsanto may seek enforcement of the provisions of this Agreement on behalf of or with respect to a particular subsidiary or division without changing the rights and obligations of the parties under this Agreement as to other aspects of the Agent's or Monsanto's business.\n\nSection 11.7 Modification and Waiver. No conditions, usage of trade, course of dealing, or performance, understanding or agreement purporting to modify, vary, explain or supplement the terms or conditions of the Agreement and no amendment to or modification of this Agreement, and no waiver of any provision hereof, shall be effective unless it is in writing and signed by each party hereto. No waiver by either Monsanto or the Agent, with respect to any default or breach or of any right or remedy, and no course of dealing shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing signed by the party to be bound.\n\n(a) The parties may, from time to time, enter into Commissionaire and Distributorship Agreements (\"Commissionaire Agreements\") in order to implement this Agreement on a local basis and/or to comply with local legal requirements and, unless a contrary intent is expressly set forth in the Commissionaire Agreements, the terms of the Commissionaire Agreements shall in no way modify, amend, replace or supersede any terms of this Agreement. The parties agree that Section 11.12(b) (but not Section 11.12(a)) of this Agreement shall apply to any dispute arising out of any such Commissionaire Agreements.\n\nSection 11.8 Assignment.\n\n(a) This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. 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.\n\n(b) Notwithstanding the foregoing:\n\n(1) 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;\n\n(2) Subject to Agent's rights set forth in Section 10.6, Monsanto shall have the right to transfer and assign all or a portion of its rights, interests and obligations hereunder to a Person that acquires all or a portion of Monsanto's business related to the Lawn and Garden\n\n56\n\n\n\n\n\nMarket (whether by sale or transfer of equity interests or assets, merger or otherwise); provided, that any such assignee shall be subject to the provisions of this Agreement as if it were the original party hereto, including, without limitation, this Section 11.8;\n\n(3) the Agent shall have the right to transfer and assign its rights, interests and obligations hereunder to any of its Affiliates; provided, that the Agent 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; and\n\n(4) the Agent shall be entitled to transfer and assign its rights, interests and obligations hereunder and under the License Agreement with respect to the Included Markets; provided, that (A), the Agent may only make one (1) assignment pursuant to this Section 11.8(b)(4) with respect to the North America Territories and one (1) assignment pursuant to this Section 11.8(b)(4) with respect to any Other Included Markets, (B) the Agent determines in its reasonable commercial opinion that the assignee of such rights pursuant to this Section 11.8(b)(4) can and will fully perform the duties and obligations under the License Agreement and with respect to the Roundup L&G Business in such Included Markets as specified in the License Agreement and this Agreement and (C) that any such assignee shall be subject to the provisions of the License Agreement and this Agreement as if it were an original party to each agreement.\n\n(c) Notwithstanding anything in this Agreement to the contrary, the Agent may not transfer or assign any rights, interests or obligations (i) under this Agreement to any Restricted Party or (ii) that are provided pursuant to Sections 10.5(d) or 10.6 of this Agreement.\n\n(d) For the avoidance of doubt, in no event shall this Agreement be transferred, delegated, or assigned by a party (by operation of law, Change of Control, or otherwise) to a third party unless the applicable portions of the License Agreement are also transferred to such third party. Any transfer or assignment not permitted by this Section 11.8 shall be null and void.\n\nSection 11.9 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given on the same business day if delivered personally or sent by telefax with confirmation of receipt, on the next business day if sent by overnight courier, or on the earlier of actual receipt as shown on the registered receipt or five business days after mailing if mailed by registered or certified mail (return receipt requested) to the parties at the addresses set forth below (or at such other address for a party as shall be specified by like notice):\n\n57\n\n\n\n\n\nIf to the Agent, to: The Scotts Company LLC  14111 Scottslawn Road  Marysville, OH 43041  Attn: President  Telephone: (937) 644-0011  Facsimile No.: (937) 644-7568\n\nwith a copy to The Scotts Company LLC 14111 Scottslawn Road Marysville, OH 43041 Attn: General Counsel  Telephone: (937) 644-0011  Facsimile: (937) 644-7568\n\nIf to Monsanto, to: Monsanto Company  800 North Lindbergh Boulevard  St. Louis, MO 63167  Attn: Kerry Preete  Telephone: (314) 694-1000 Facsimile: (314) 694-7030\n\nwith a copy to Monsanto Company  800 North Lindbergh Boulevard  St. Louis, Missouri 63167  Attn: Martin Kerckhoff  Telephone: (314) 694-1536  Facsimile: (314) 694-9009\n\nIf any notice required or permitted hereunder is to be given a fixed amount of time before a specified event, such notice may be given any time before such fixed amount of time (e.g., a notice to be given 30 days prior to an event may be given at any time longer than 30 days prior to such event).\n\nSection 11.10 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, under a judgment, Law or statute now or hereafter in effect, the remainder of this Agreement shall not thereby be impaired or affected.\n\nSection 11.11 Equal Opportunity. To the extent applicable to this Agreement, Monsanto and the Agent shall each comply with the following clauses contained in the Code of Federal Regulations and incorporated herein by reference: 48 C.F.R. \u00a752.203-6 (Subcontractor Sales to Government); 48 C.F.R. \u00a752.219-8, 52.219-9 (Utilization of Small and Small Disadvantaged Business Concerns); 48 C.F.R. \u00a752.219-13 (Utilization of Women-Owned Business Concerns); 48 C.F.R. \u00a752.222-26 (Equal Opportunity); 48 C.F.R. \u00a752.222-35 (Disabled and Vietnam Era Veterans); 48 C.F.R. \u00a752.222-36 (Handicapped Workers); 48 C.F.R. \u00a752.223-2 (Clean Air and Water); and 48 C.F.R. \u00a752.223-3 (Hazardous Material Identification and Material Safety Data). Unless previously provided, if the value of this Agreement exceeds $10,000, the Agent shall provide a Certificate of Nonsegregated Facilities to Monsanto. Furthermore, Monsanto and the Agent shall each comply with the Immigration Reform and Control Act of 1986 and all rules and regulations issued thereunder.\n\n58\n\n\n\n\n\nEach party hereby certifies, agrees and covenants that none of its employees or employees of its subcontractors who perform work under this Agreement is or shall be unauthorized aliens as defined in the Immigration Reform and Control Act of 1986, and each party shall defend, indemnify and hold the other party harmless from any and all liability incurred by or sought to be imposed on the other party as a result of the first party's failure to comply with the certification, agreement and covenant made by such party in this Section.\n\nSection 11.12 Governing Law.\n\n(a) 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.\n\n(b) Any suit, action or proceeding against any party hereto with respect to the subject matter of this Agreement, or any judgment entered by any court in respect thereof, must be brought or entered in the United States District Court for the District of Delaware, and each such party hereby irrevocably submits to the jurisdiction of such court for the purpose of any such suit, action, proceeding or judgment. If such court does not have jurisdiction over the subject matter of such proceeding or, if such jurisdiction is not available, then such action or proceeding against any party hereto shall be brought or entered in the Court of Chancery of the State of Delaware, County of New Castle, and each party hereby irrevocably submits to the jurisdiction of such court for the purpose of any such suit, action, proceeding or judgment. Each party hereto hereby irrevocably waives any objection which either of them may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought as provided in this subsection, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. To the extent each party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from legal process with respect to itself or its property, each party hereto hereby irrevocably waives such immunity with respect to its obligations under this subsection. Except as otherwise provided herein, the parties hereto agree that exclusive jurisdiction of all disputes, suits, actions or proceedings between the parties hereto with respect to the subject matter of this Agreement lies in the United States District Court for Delaware, or the Court of Chancery of the State of Delaware, County of new Castle, as hereinabove provided. The Agent hereby irrevocably appoints CT Corporation, having an address at 1209 Orange Street, Wilmington, Delaware 19801 and Monsanto hereby irrevocably appoints Corporation Service Corporation, having an address at 2711 Centerville Rd, Suite 400, Wilmington, Delaware 19808, as its agent to receive on behalf of each such party and its respective properties, service of copies of any summons and complaint and any other pleadings which may be served in any such action or proceedings. Service by mailing (by certified mail, return receipt requested) or delivering a copy of such process to a party in care of its agent for service of process as aforesaid shall be deemed good and sufficient service thereof, and each party hereby irrevocably authorizes and directs its respective agent for service of process to accept such service on its behalf.\n\n59\n\n\n\n\n\nSection 11.13 Public Announcements. No public announcement may be made by any person with regard to the transactions contemplated by this Agreement without the prior consent of the Agent and Monsanto, provided that either party may make such disclosure if advised by counsel that it is required to do so by applicable law or regulation of any governmental agency or stock exchange upon which securities of such party are registered. The Agent and Monsanto will discuss any public announcements or disclosures concerning the transactions contemplated by this Agreement with the other parties prior to making such announcements or disclosures.\n\nSection 11.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall be constitute one and the same agreement.\n\n[signature page to follow]\n\n60\n\n\n\n\n\nIN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above mentioned.\n\nTHE MONSANTO COMPANY By: /s/ KERRY PREETE Name: Kerry Preete Title: EVP and Chief Strategy Officer\n\nTHE SCOTTS COMPANY LLC By: /s/ RANDY COLEMAN Name: Randy Coleman Title: EVP and CFO\n\n61\n\n\n\n\n\nEXHIBIT D\n\nPERMITTED PRODUCTS\n\nUnited States\n\nGroundClear, including all sizes, formulations and SKUs, present and future, within the entire GroundClear product line, regardless of package size, label, or marketing\n\nOrtho Max Poison Ivy & Tough Brush Killer, including all sizes, formulations and SKUs, present and future, within the entire product line, regardless of package size, label, or marketing\n\n62\n\n\n\n\n\nSCHEDULE 1.1(a)\n\nACTIVATED INCLUDED MARKETS\n\nThe United States of America\n\nCanada\n\nPuerto Rico\n\nMexico\n\nProvided, that with respect to all matters related to Roundup 365, only the United States of America\n\n\n\n\n\nSCHEDULE 1.1(b)\n\nROUNDUP PRODUCTS\n\n\n\nUnited States, Mexico and Puerto Rico Formulation Size\n\nRoundup Ready-to-Use Products 2% glyphosate or less 2 gal or less Roundup Concentrated Products 18% - 41% glyphosate 1 gal or less\n\nCanada Formulation Size Roundup Ready-to-Use 2% Glyphosate or less 2 liter or less Roundup Concentrate 18% - 41% Glyphosate 2 liter or less EcoSense Path Clear Ready-to-Use x% or less 2 liter or less EcoSense Path Clear Concentrate x% or less 2 liter or less\n\n\n\n\n\nSCHEDULE 2.2(a)\n\nILLUSTRATIVE EXAMPLE ANNUAL BUSINESS PLAN TEMPLATE\n\n1) Mission Statement and Explanation: Answers questions: What business are we in? Why does the business exist?\n\n2) Category Definition/Growth Trend: Also need to address related categories and their potential interaction with the target category\n\na) Assessment of growth potential\n\nb) Competitor evaluation/assessment of threat\n\n3) Business Review: Summary of a process that will occur in each preceding January\n\na) Critical learning from prior year\n\nb) Key Implications from learning: Arranged by key functional area\n\n4) Brand Positioning:\n\na) Consumer Target: Demographics, Psychographics, use Segmentation\n\nb) Key feature(s), Attribute(s) and Benefits delivered (for brand and sub-brands)\n\nc) Brand Character/Imagery: Describe the personification of the brand/sub-brands\n\ni) This section should also specifically address the degree to which the proposed positioning consistent with the Brand's historical image\n\n5) Key Business Goals\n\na) Financial: Historical trend and three year projections of Equivalent Case Volume, Net Sales, EBIT and ACM\n\nb) Competitive:\n\ni) Market Share Goal and trend\n\nii) Advertising Share of Voice Goal and trend\n\nc) Consumer: Critical behavioral and attitudinal measures that describe the development of the Brand which could include:\n\ni) Penetration\n\nii) Unaided awareness\n\n\n\n\n\niii) Annual usage\n\niv) Seasonal usage\n\nd) Customer:\n\ni) % ACV Distribution by Channel\n\nii) Fill Rates by Top 10 customers (with detailed definition of what constitutes an on-time shipment)\n\niii) Display achievement\n\niv) Other measurable customer satisfaction measures\n\n6) Major Strategies to achieve Key Goals (some examples include...)\n\na) Product Line: What products/drive groups/lines to focus on\n\nb) Significant new product launches\n\nc) Private Label at a Key Account(s)\n\nd) Marketing Support focus: Example would be a shift from advertising to promotion\n\ne) New Consumer Uses: Extended use campaign, new forms\n\nf) Geographic focus including a new regional/market emphasis. CDI/BDI analysis\n\ng) Seasonal focus including new emphasis if relevant. Weekly seasonality by region and drive group/item.\n\nh) Channel/Customer including new/alternative channels if relevant\n\ni) Operational strategies to address quality, capacity, cost position, service, technology application, etc., including fill rates, inventory levels and turns\n\nj) Acquisition/divestiture strategies to improve market position\n\n7) Functional Operating Plans: This is a lengthy section that lays out a detailed annual operating plan for each functional area in the business (including rationale where appropriate) and that pays particular attention to changes in that plan from the prior year's plans and results. Each section will contain a detailed budget with direct and assigned expenses shown.\n\na) General Management: Description of Business Unit Management team and planned\n\ncosts\n\n\n\n\n\ni) Performance standards for all employees\n\nii) Description of employee performance incentives and link to performance standards\n\nb) Marketing:\n\ni) Organization Plan\n\nii) Spending allocation: Total spending by marketing support category including working and non-working media, consumer promotion, public relations, market research, etc.\n\niii) Advertising: Preliminary media plan including spending trends, creative strategy and discussion of any planned/contemplated changes to that strategy.\n\niv) Consumer Promotion: Promotion objectives, key plan elements and payout calculations\n\nv) POP Plan: Focus on Key changes versus prior year plan\n\nvi) Pricing: To include trends and competitive benchmarks\n\nvii) Packaging - graphic and physical: Changes planned along with specific costs, implementation timing and risk factors\n\nviii) Market Research plan: List all studies, cost estimate and rationale for each, including tracking\n\nix) Public Relations\n\nx) Test plans (applies to all of above)\n\nc) Sales:\n\ni) Organization Plan\n\nii) Top 5 Account Plans\n\n(i) Program changes anticipated\n\n(ii) Planned Net Sales trend by drive group/item (with historical trend)\n\n(iii) Profitability analysis\n\n(iv) Category Management plans\n\niii) Five year sales goal\n\n\n\n\n\niv) Private Label/control brand opportunities\n\nv) Headquarters Sales Presentation plan with a focus on what the key messages are and discussion of any unique methods of communication to customers\n\nvi) Retail Merchandising Support including planned in-house, distributor and contracted merchandising services. Focus on in-store merchandising and display techniques as well as pre-season store set plans\n\n(i) Share of shelf\n\n(ii) Share of off-shelf\n\nvii) Other selling services plans as appropriate\n\nviii) Product Knowledge Plan including principle target(s) and vehicles\n\nd) Operations:\n\ni) Organization Plan\n\nii) Key Manufacturing initiatives such as: Cost savings, capacity planning, make/buy analyses, etc.\n\niii) Distribution/Warehousing Plan\n\niv) Inventory plan by month (versus prior year) that balances the need for high fill rates with a product utilization of working capital. Targets to be included in plan.\n\nv) Purchasing: Including Key supplier relationship development\n\nvi) Quality: Measurement and delivery against objectives from balanced scorecard\n\nvii) Capital Plan with capital expenditure detail\n\ne) Research & Development:\n\ni) Organization/Staffing Plan\n\nii) Priority projects and innovation pipeline - new product portfolio review\n\niii) Innovation launch timeline\n\niv) Product specifications and planned changes\n\nv) Pioneering Research\n\nf) Customer Service:\n\n\n\n\n\ni) Organization Plan\n\nii) Special Programs such as telemarketing\n\niii) Discussion of and key changes to order taking, order processing invoicing, collection, reconciliation (to original PO and program) procedures\n\ng) Consumer Service:\n\ni) Organization plan including a discussion of outscored versus in-house services\n\nii) Call volume and measurement of answering efficiency and effectiveness\n\niii) Plan for communicating to marketing and operations any significant consumer complaints\n\n8) Detailed Financials - Prior Year, Current Year, Future Year\n\na) Income Statement (annual and monthly), cash flow and balance sheet\n\nb) Net Sales and margins by key drive group/item, and including product mix analysis\n\nc) Selling and Marketing Expenses by key line item\n\nd) Assignment of Shared Services: This section will discuss the agreed upon allocation\n\nmethodology for shared services to their respective Business Unit statements and highlights any proposed changes to that methodology\n\ne) Anticipated changes form prior year\n\nf) Financial Metrics\n\ni) Invoice accuracy\n\nii) Days Sales Outstanding (DSO)\n\niii) Obsolete inventory charge\n\niv) Bad debt allowance\n\nv) Netbacks, MAT and COGS detail prior, current and next year\n\n9) Approved amendments: This section will show any amendments approved by senior management (or the Steering Committee)\n\na) Includes spending at levels above those established in the annual business plan.\n\n\n\n\n\nSCHEDULE 3.2(c)\n\nFORM OF RECONCILIATION STATEMENT\n\n\n\n\n\nSchedule 3.3(c) Allocations Monsanto and Scotts Exclusive Agency and Marketing Agreement for Roundup Schedule 3.3(c) Income Statement Definitions and Allocation Methods 1 of 10\n\nThe Determination/Allocation Method for the Revenue/Expense Categories set forth on this Schedule 3.3(c)  will be reviewed and approved through the Annual Business Plan\n\n    Anticipated Source\n\nRevenue/Expense Category Definition Determination/Allocation Method Roundup SMG MTC\n\nGross sales Gross revenues for all sales of Roundup L&G products in defined markets Direct; minor allocations as necessary; default based on % of gross sales X\n\n   Markdowns & allowances Discounts or other allowances provided to customers as reductions of gross sales same as gross sales X\n\n   Product returns Any product returns and related allowances provided customers for previously billed gross sales\n\nsame as gross sales X\n\n   Trade Deductions from gross sales\n\n     Cash discounts Any early payment discounts offered to customers Direct; minor allocations as necessary; default based on % of gross sales X\n\n   MDF Marketing Development Funds - display and merchandising allowances, volume discounts, and any other incentives provided to customers for the purpose of promoting Roundup sales\n\nActual; default based on % of gross sales to specific customer X\n\n   Merchandising In store product display, housekeeping and general store level relationship management Actual; default based on % of gross sales to specific customer\n\n\n\nX\n\n  Cost to serve Discount to reduced invoiced sales depending on the customer's delivery method. Plant and Mixing Warehouse collection offer the highest discount and direct-to-store shipments offer the lowest discount.Services include warehousing and handling, and product distribution and logistics.\n\nFor distribution and warehousing activities, if allocations are necessary, split will be based on a reasonable driver (e.g. cubic feet or hundred weight) shipped and stored.\n\nX X\n\n  Other Sales Program Other programs directed at retailers to increase product movement Actual; default based on % of sales attributable to specific program X X\n\n  Net Sales Gross sales less trade, as defined\n\n     Product Costs Direct materials and supplies, plus direct and indirect costs of producing finished goods to be sold\n\nBased on standard costs as defined in formulation agreement X X\n\n\n\n\n\n\n\nSchedule 3.3(c) Allocations Monsanto and Scotts Exclusive Agency and Marketing Agreement for Roundup Schedule 3.3(c) Income Statement Definitions and Allocation Methods 2 of 10\n\nThe Determination/Allocation Method for the Revenue/Expense Categories set forth on this Schedule 3.3(c)  will be reviewed and approved through the Annual Business Plan\n\n    Anticipated Source\n\nRevenue/Expense Category Definition Determination/Allocation Method Roundup SMG MTC\n\nNon-Standards Costs associated with product production not included in standard costs or variances from established standard costs\n\n     Purchasing Functional area responsible for negotiating prices and procuring production materials, and negotiating agreements with toll manufacturers\n\nBased on management's assessment of % of time spent on Roundup activities as agreed upon in the Annual Business Plan\n\n\n\nX\n\n  Quality Functional area responsible for establishing, monitoring and enforcing product quality standards\n\nBased on management's assessment of % of time spent on Roundup activities as agreed upon in the Annual Business Plan\n\n\n\nX\n\n  Manufacturing Functional area responsible for managing arrangements with toll manufacturers Based on management's assessment of % of time spent on Roundup activities as agreed upon in the Annual Business Plan\n\n\n\nX\n\n  Packaging Functional area responsible for engineering aspects of package design and development. Group works closely with marketing and production management\n\nBased on management's assessment of % of time spent on Roundup activities as agreed upon in the Annual Business Plans\n\n\n\nX\n\n  Planning & logistics Functional area responsible for product demand and distribution planning. Group works closely with marketing, sales, manufacturing and distribution management in developing demand forecasts, and production and product deployment plans\n\nBased on management's assessment of % of time spent on Roundup activities as agreed upon in the Annual Business Plan\n\n\n\nX\n\n  Freight Costs associated with storing and transporting products Direct; allocations based on a reasonable driver (e.g. cubic feet or hundred weight) shipped and stored.\n\nX X\n\n  Warehousing Costs directly incurred for handling and warehousing of finished goods inventory. When warehousing costs are not directly assigned by product, they are allocated based on percent of Roundup pounds within the warehouse. At sites where storage or handling costs are given a variable rate, they are assigned directly to Roundup skus.\n\n\n\nX\n\n\n\n\n\n\n\nSchedule 3.3(c) Allocations Monsanto and Scotts Exclusive Agency and Marketing Agreement for Roundup Schedule 3.3(c) Income Statement Definitions and Allocation Methods 3 of 10\n\nThe Determination/Allocation Method for the Revenue/Expense Categories set forth on this Schedule 3.3(c)  will be reviewed and approved through the Annual Business Plan\n\n    Anticipated Source\n\nRevenue/Expense Category Definition Determination/Allocation Method Roundup SMG MTC\n\nProduct liability Insurance and direct costs associated with product liability1 Direct, based on claims activity. X X X\n\nPoison Tax Taxes imposed by various governmental bodies for specific substances Actual; default based on % of sales X\n\n   Defective Goods Costs incurred related to mitigating defective goods. Costs include the finished goods value and all costs related with disposing defective products\n\nActual; default based on % of sales X X\n\n  Inventory tax Property and other taxes associated with holding inventories Actual; default based on cases produced X\n\n   Stud Pallets Costs associated with retailer special pellet requests, not otherwise included in standard costs\n\nBased on cases produced, including production activity at toll manufacturers\n\nX X\n\n  Inventory write-offs & other Reductions in carrying value and other write-offs associated with slow-moving, and excess and obsolete inventory\n\nActual X\n\n   Rebates Volume and other rebates provided by vendors associated with raw and packaging material purchases\n\nActual; default based on % of purchases for specific material for Roundup\n\nX\n\n   Ft. Madison and Pearl yield & production variances Differences between actual and standard costs of production at the Ft. Madison and Pearl facilities\n\nBased on cases produced at the facilities; subject to terms of the Formulation Agreement between Monsanto and the Agent\n\nX X\n\n  Toller variances Differences between actual and standard costs of products produced at toll manufacturers Direct; default based on % of Roundup cases produced at specific toll manufacturer\n\nX X\n\n  Price variances Differences between actual and standard costs of raw and packaging materials acquired for production\n\nDirect; default based on % of Roundup purchases related to price variance drivers\n\nX X\n\n\n\n\"direct costs\" refers to the costs related to product replacement, product recall, product rework, etc., and does not include (i) indemnification paid under Section 9 of this Agreement, or (ii) costs arising from any third party claim, action, suit, inquiry, proceeding, notice of violation or investigation, whether written or oral, formal or informal, or any other arbitration, mediation or similar proceeding, whether public or private, judicial or extrajudicial.\n\n\n\n\n\n\n\n\n\nSchedule 3.3(c) Allocations Monsanto and Scotts Exclusive Agency and Marketing Agreement for Roundup Schedule 3.3(c) Income Statement Definitions and Allocation Methods 4 of 10\n\nThe Determination/Allocation Method for the Revenue/Expense Categories set forth on this Schedule 3.3(c)  will be reviewed and approved through the Annual Business Plan\n\n    Anticipated Source\n\nRevenue/Expense Category Definition Determination/Allocation Method Roundup SMG MTC\n\nGross Profit Net sales less product and non-standard cost of good sold\n\n     MAT-Marketing Functional areas responsible for creating brand image, developing brand awareness strategies and promotions. Also includes all sales activities performed by business unit personnel.\n\n     Direct Marketing Marketing activities and associated expenses which can be directly traced to Roundup\n\n     Advertising Includes network, spot and cable TV, radio, print media, advertising production costs, and advertising agency fees\n\nActual; default based on % of direct media spending X\n\n   Public relations Includes expenses related to public relations (indirect advertising) and related agency fees Actual X\n\n   Consumer promotion Includes consumer directed rebates, in-stores promotional activities and give-aways, and point-of-purchase materials\n\nActual X\n\n   Trade promotion Any trade directed promotions (not already included in MDF), including related agency fees Actual X\n\n   Brand specific market research Market research directed toward the Roundup brand Actual X\n\n   Brand specific marketing management Primarily personnel and related support costs (salaries, incentives, fringes, travel & entertainment, computers, communications, and space & supplies) of marketing personnel dedicated to L&G Roundup\n\nActual X X X\n\nAllocated marketing Marketing activities managed on a shared services basis\n\n\n\n\n\n\n\nSchedule 3.3(c) Allocations Monsanto and Scotts Exclusive Agency and Marketing Agreement for Roundup Schedule 3.3(c) Income Statement Definitions and Allocation Methods 5 of 10\n\nThe Determination/Allocation Method for the Revenue/Expense Categories set forth on this Schedule 3.3(c)  will be reviewed and approved through the Annual Business Plan\n\n    Anticipated Source\n\nRevenue/Expense Category Definition Determination/Allocation Method Roundup SMG MTC\n\nMarketing management Primarily personnel and related support costs (salaries, incentives, fringes, relocation, travel & entertainment, computers, communications, and space & supplies) of the marketing management group overseeing L&G Roundup and related products\n\nBased on management's assessment of % of time of general marketing management group spend on Roundup activities as agreed upon in the Annual Business Plan\n\n\n\nX\n\n  Marketing support functions Functions include innovation, market research and creative services. Principally personnel costs (salaries, incentives, fringes, travel & entertainment, computers, communications, and space & supplies) of the marketing support functions\n\nBased on management's assessment of % of time marketing support function groups spend on Roundup activities as agreed upon in the Annual Business Plan\n\n\n\nX\n\n  Other marketing expenses All other marketing related expenses, excluding advertising, promotions and personnel costs\n\n     Innovation projects Consulting, materials and other non-personnel related costs associated with innovation projects Direct; default based on overall % of innovation group activities directed toward Roundup\n\nX X X\n\nPackage design Agency fees, supplies and materials, and other non-personnel related costs associated with package design\n\nDirect; default based on overall % of creative service group activities directed toward Roundup\n\nX X\n\n  Market research services Fees and other non-personnel costs associated with non-brand specific market research (POS data, usage and attitudes studies, etc)\n\nDirect; default based on overall % of market research group activities directed toward Roundup\n\nX X\n\n  Sales & promotional literature Non-personnel costs associated with developing, publishing and disseminating sales materials and other non-POP related promotional literature\n\nDirect; default based on overall % of total sales & promotional space employed for Roundup\n\nX X\n\n  Consumer services Costs related to handling consumer inquiries. Function maybe performed by Scotts personnel or outsourced. In handled internally costs will include personnel related expenses, communications expenses (toll-free numbers and internet), and other costs necessary to maintain this function\n\nDirect; default based on overall % of consumer service activities directed toward Roundup\n\nX X\n\n\n\n\n\n\n\nSchedule 3.3(c) Allocations Monsanto and Scotts Exclusive Agency and Marketing Agreement for Roundup Schedule 3.3(c) Income Statement Definitions and Allocation Methods 6 of 10\n\nThe Determination/Allocation Method for the Revenue/Expense Categories set forth on this Schedule 3.3(c)  will be reviewed and approved through the Annual Business Plan\n\n    Anticipated Source\n\nRevenue/Expense Category Definition Determination/Allocation Method Roundup SMG MTC\n\nConsumer guarantee If offered, costs associated with guaranteeing product performance to consumers Direct X X\n\n  Sales management Primarily personnel and related support costs (salaries, incentives, fringes, relocation, travel & entertainment, computers, communications, and space & supplies) of the sales management group\n\nBased on weighting of factors including selling, display servicing and shelf work. If shared service arrangements change, allocation percentages will be re-established based on then current facts and circumstances.\n\n\n\nX\n\n  Field sales/merchandisers Primarily personnel and related support costs (salaries, incentives, fringes, travel & entertainment, computers, communications, and space & supplies) of the fields sales force\n\nBased on weighting of factors including selling, display servicing and shelf work. If shared service arrangements change, allocation percentages will be re-established based on then current facts and circumstances.\n\n\n\nX\n\n  Category management Primarily personnel and related support costs (salaries, incentives, fringes, travel & entertainment, computers, communications, and space & supplies) of the teams assigned to work closely with specific retailers (e.g. Home Depot, Wal*Mart, Lowe's, , etc) to assist in the management of their lawn and garden operations.\n\nBased on weighting of factors taking into consideration the category management activities at each retailer or group which these functions are performed. If shared service arrangements change, allocation percentages will be re-established based on then current facts and circumstances.\n\nX\n\n  Customer Service/OTC Principally personnel and related support costs (salaries, incentives, fringes, travel & entertainment, computers, communications, and space & supplies) related to customer service (order-to-cash) function. Scotts may include some of these functions (credit, cash application, collections and claims management) as a Finance function\n\nBased on management's assessment of % of time support function groups spend on Roundup activities as agreed upon in the Annual Business Plan\n\n\n\nX\n\n  MAT-Administration Personnel and related support costs (salaries, incentives, fringes, travel & entertainment, computers, communications, and space & supplies) of the general and administrative functions supporting the business unit, part of whose responsibility includes managing the L&G Roundup brand. Also includes other general and administrative support costs necessary to run the business unit, not otherwise assigned.\n\n\n\n\n\n\n\nSchedule 3.3(c) Allocations Monsanto and Scotts Exclusive Agency and Marketing Agreement for Roundup Schedule 3.3(c) Income Statement Definitions and Allocation Methods 7 of 10\n\nThe Determination/Allocation Method for the Revenue/Expense Categories set forth on this Schedule 3.3(c)  will be reviewed and approved through the Annual Business Plan\n\n    Anticipated Source\n\nRevenue/Expense Category Definition Determination/Allocation Method Roundup SMG MTC\n\nSVP and general management Primarily personnel and related support costs (salaries, incentives, fringes, travel & entertainment, computers, communications, and space & supplies) of the business unit general management group. Also includes general costs of operating the business unit not otherwise assigned or classified\n\nDirect for Roundup assigned employees, including reasonable charges for fringe benefits and related support costs.\n\nScotts costs will be allocated based on agreed to % of actual business unit general support costs\n\nX X\n\nInformation technology Personnel and related support costs (salaries, incentives, fringes, travel & entertainment, computers, communications, and space & supplies) of the information technology function supporting the business unit which manages the L&G Roundup brand. Costs also include depreciation and annual software license fees, hardware depreciation and rental, outside service fees and contracts and other non-personnel costs associated with operating the information technology group.\n\nScotts costs will be allocated based on agreed to % of actual business unit information technology costs, net of developmental costs, but including service costs\n\n\n\nX\n\n  Finance and accounting Personnel and related support costs (salaries, incentives, fringes, travel & entertainment, computers, communications, and space & supplies) of the finance and accounting functions supporting the business unit which manages the L&G Roundup brand. Functions include financial planning and analysis, general accounting, order-to-cash functions assigned to finance, accounts payable and payroll. Costs will also include internal and external audit Tees, specialized IT services, and corporate treasury, tax and controllership functions.\n\nDirect for Roundup seconded people, including reasonable charges for fringe benefits and related support costs.\n\nScotts costs will be allocated based on agreed to % of actual business unit finance and accounting costs\n\n\n\nX X\n\nHuman resources Personnel and related support costs (salaries, incentives, fringes, travel & entertainment, computers, communications, and space & supplies) of the human resource function supporting the business unit which manages the L&G Roundup brand. Costs also include external fees and consulting related to human resource matters not assigned to other functional areas.\n\nScotts costs will be allocated based on agreed to % of headcount for actual business unit related human resource costs\n\n\n\nX\n\n\n\n\n\n\n\nSchedule 3.3(c) Allocations Monsanto and Scotts Exclusive Agency and Marketing Agreement for Roundup Schedule 3.3(c) Income Statement Definitions and Allocation Methods 8 of 10\n\nThe Determination/Allocation Method for the Revenue/Expense Categories set forth on this Schedule 3.3(c)  will be reviewed and approved through the Annual Business Plan\n\n    Anticipated Source\n\nRevenue/Expense Category Definition Determination/Allocation Method Roundup SMG MTC\n\nSite/administrative services Costs associated with procuring and maintaining general office space, not otherwise assigned to functional areas. Costs include lease/rental fees, heating and cooling, lighting, telecommunications, general and grounds maintenance, amortization of leasehold improvements, and depreciation of furniture and fixtures. Will also include personnel costs to manage these functions.\n\nScotts costs will be allocated based on agreed to % of headcount for actual business unit site/administrative service costs\n\n\n\nX\n\n  Legal services Primarily personnel and related support costs (salaries, incentives, fringes, travel & entertainment, computers, communications, and space & supplies) of the legal services group supporting the business unit which manages the L&G Roundup brand. Also includes other expenses of maintaining in-house legal counsel and any outside attorney's fees for work on the L&G Roundup brand.\n\nDirect for specific outside legal fees and services. Scotts costs will be allocated based on agreed to % of actual business unit general legal costs\n\nX X\n\n  Scotts or Monsanto corporate services Any other Scotts or Monsanto corporate services used to support the L&G Roundup brand, not otherwise assigned to a functional area.\n\nIf the business unit managing the L&G Roundup brand uses services supplied by either Scotts or Monsanto, either party has the right to bill for such services, provided the cost of such services was agreed to in advance by business unit management. Allocation of such services to the L&G Roundup business will be based on agreed to % of the actual costs billed to the business unit.\n\n\n\nX X\n\nMAT-Technical Functional areas responsible for product development, product registration and regulatory activities, field research and environmental matters.\n\n     Product development Personnel and related support costs (salaries, incentives, fringes, travel & entertainment, computers, communications, and space & supplies) of the product development group supporting the business unit which manages the L&G Roundup brand. Also includes other expenses related to product development work on the L&G Roundup brand.\n\nDirect for Roundup assigned employees, including reasonable charges for fringe benefits and related support costs. Direct for specific outside services related to L&G Roundup product development. Scotts costs will be allocated based on agreed to % of actual business unit general product development costs.\n\nX X X\n\n\n\n\n\nSchedule 3.3(c) Allocations Monsanto and Scotts Exclusive Agency and Marketing Agreement for Roundup Schedule 3.3(c) Income Statement Definitions and Allocation Methods 9 of 10\n\nThe Determination/Allocation Method for the Revenue/Expense Categories set forth on this Schedule 3.3(c)  will be reviewed and approved through the Annual Business Plan\n\n    Anticipated Source\n\nRevenue/Expense Category Definition Determination/Allocation Method Roundup SMG MTC\n\nRegistration and regulatory Product registration fees, tonnage taxes and other direct regulatory costs. Personnel and related support costs (salaries, incentives, fringes, travel & entertainment, computers, communications, and space & supplies) of the registrations and regulatory group supporting the business unit which manages the L&G Roundup brand.\n\nDirect for Roundup assigned employees, including reasonable charges for fringe benefits and related support costs. Direct for product registrations and regulatory activities specifically identified to L&G Roundup. Scotts costs will be allocated based on agreed to % of actual business unit general registration and regulatory costs.\n\nX X X\n\nField research Personnel and related support costs (salaries, incentives, fringes, travel & entertainment, computers, communications, and space & supplies) of the field research group supporting the business unit which manages the L&G Roundup brand. Also includes other expenses related to field research activities on the L&G Roundup brand.\n\nDirect for field research activities specifically identified to L&G Roundup. Scotts costs will be allocated based on agreed to % of actual business unit general field research costs.\n\nX X\n\n  Environmental engineering Personnel and related support costs (salaries, incentives, fringes, travel & entertainment, computers, communications, and space & supplies) of the environmental engineering group supporting the business unit which manages the L&G Roundup brand. Also includes other expenses related to environmental engineering activities on the L&G Roundup brand.\n\nDirect for environmental engineering activities specifically identified to L&G Roundup. Scotts costs will be allocated based on agreed to % of actual business unit general environmental engineering costs.\n\nX X\n\n  Other (income) and expense Other (income) and expense items generally accepted as being included in determining operating income\n\n     Foreign exchange Income statement impact of foreign exchange activities and translating the results of foreign operations into U.S. dollars.\n\nDirect X\n\n   Royalty (income)/expense (Income) or expense associated with licensing the L&G Roundup name in the markets included in the agency agreement\n\nDirect X\n\n   Fixed asset write-downs and disposals The net book value and associated costs related to fixed asset write-downs and disposals Direct X\n\n\n\n\n\n\n\nSchedule 3.3(c) Allocations Monsanto and Scotts Exclusive Agency and Marketing Agreement for Roundup Schedule 3.3(c) Income Statement Definitions and Allocation Methods 10 of 10\n\nThe Determination/Allocation Method for the Revenue/Expense Categories set forth on this Schedule 3.3(c)  will be reviewed and approved through the Annual Business Plan\n\n    Anticipated Source\n\nRevenue/Expense Category Definition Determination/Allocation Method Roundup SMG MTC\n\nOther Any other items reasonably included in determining EBITA/operating profit, not otherwise classified\n\nDirect X\n\n   EBITA/Operation profit Earnings before interest, taxes and amortization. Excludes interest expense, income and franchise taxes, amortization of intangible property, agreed upon non-recurring items, and pre-agreement legal, environmental and other contingencies above the defined amount.\n\n\n\n\n\n\n\nSCHEDULE 4.2(a)\n\nSTEERING COMMITTEE\n\nFor the Agent:\n\nMichael Lukemire, President, Chief Operating Officer\n\nRandy Coleman, Executive Vice President, Chief Financial Officer\n\nFor Monsanto:\n\nMike Demarco, Strategy, Finance and Operations Lead\n\nJim Guard, Global Lawn and Garden Lead\n\n\n\n\n\nSCHEDULE 6.11(A)\n\nADDITIONAL ROUNDUP PRODUCTS\n\nAdditional Roundup Products Included Markets\n\nSmith & HawkenTM Grass & Weed Killer (RTU formula: 18.75% Soybean Oil); and\n\nWhitney FarmsTM Weed & Grass Killer (RTU formula: 18.75% Soybean Oil).\n\nUnited States and its territories\n\n\n\n\n\nSCHEDULE 6.11(F)\n\nADDITIONAL ROUNDUP PRODUCTS TRADEMARKS\n\nADDITIONAL ROUNDUP PRODUCT MARK U.S. Application No.\n\n\n\nSMITH & HAWKEN SMITH & HAWKEN SMITH & HAWKEN & Design WHITNEY FARMS\n\n77/95 1348 77/578659 85/004995 77/927438"}]}, {"title": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "FRANCHISE DEVELOPMENT AGREEMENT (Non-exclusive/Exclusive)", "answer_start": 1253}], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "an individual", "answer_start": 1692}, {"text": "Developer", "answer_start": 103}, {"text": "EL POLLO LOCO, INC.", "answer_start": 1471}, {"text": "\"El Pollo Loco\" or \"Franchisor\"", "answer_start": 1637}], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": true}, {"answers": [{"text": "This Agreement shall commence on the date specified in Exhibit \"B\".", "answer_start": 23969}], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "Notwithstanding any provision to the contrary contained herein, unless earlier terminated by either party, this Agreement shall expire on ______, 20___, and all rights of Developer herein shall cease and all unapplied or unused Development Fees paid pursuant to Section 3 hereof shall be forfeited to Franchisor.", "answer_start": 38743}, {"text": "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.", "answer_start": 24037}], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 50978}], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 53816}, {"text": "For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter.", "answer_start": 54882}, {"text": "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.", "answer_start": 53137}], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [{"text": "(If exclusive agreement, add \"Developer expressly acknowledges that the exclusive rights granted herein apply only to the right to develop new restaurants in the Territory, and no exclusive territory or radius protection for the term of any Franchise Agreement is granted herein and any such protection shall be set forth in the particular Franchise Agreement to be signed.\")", "answer_start": 4671}], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [{"text": "The foregoing shall not apply to operation of an El Pollo Loco\u00ae restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company.", "answer_start": 54440}, {"text": "A \"Competitive Business\" shall not include a full-service restaurant.", "answer_start": 55264}, {"text": "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.", "answer_start": 53137}], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": false}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 42986}, {"text": "This Agreement shall terminate immediately upon El Pollo Loco's receipt of Developer's notice to terminate.", "answer_start": 38480}], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 35910}, {"text": "Franchisor reserves the right to approve or disapprove any Transfer as its sole and absolute right.", "answer_start": 42668}, {"text": "The following events shall constitute a default by Developer, which shall result in El Pollo Loco's right to declare the termination of this Agreement, if such default is not cured within thirty (30) days after written notice by Franchisor to Developer:", "answer_start": 41564}, {"text": "d. Any change, transfer or conveyance (\"Transfer\") in the ownership of Developer, which Transfer has not been approved in advance by Franchisor.", "answer_start": 42523}], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "b. Any assignment, transfer or sublicense of this Agreement by Developer without the prior written consent of El Pollo Loco.", "answer_start": 39566}, {"text": "The following events shall constitute a default by Developer, which shall result in El Pollo Loco's right to declare the immediate termination of this Agreement.", "answer_start": 39087}, {"text": "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.", "answer_start": 35536}], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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\").", "answer_start": 4070}], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "Developer also shall carry such worker's compensation insurance as may be required by applicable law.", "answer_start": 29347}, {"text": "Franchisor shall be named as an additional insured on all such insurance policies and shall be provided with certificates of insurance evidencing such coverage.", "answer_start": 29455}, {"text": "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.", "answer_start": 29119}, {"text": "All public liability and property damage policies shall contain a provision that El Pollo Loco, although named as an insured, shall nevertheless be entitled to recover under such policies on any loss incurred by El Pollo Loco, its affiliates, agents and/or employees, by reason of the negligence of Developer, its principals, contractors, agents and/or employees.", "answer_start": 29616}, {"text": "In the event that Developer fails or refuses to obtain or maintain the required insurance coverage from an insurance carrier acceptable to El Pollo Loco, Franchisor may, as its sole and absolute right and without any obligations to do so, procure such coverage for Developer.", "answer_start": 30242}, {"text": "All policies shall provide Franchisor with at least thirty (30) days' notice of cancellation or termination of coverage.", "answer_start": 29980}], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [{"text": "Developer expressly acknowledges El Pollo Loco's exclusive right, title, and interest in an to the trade name, service mark and trademark \"El Pollo Loco\", and such other trade names, service marks, and trademarks which are designated as part of the El Pollo Loco\u00ae System (the \"Marks\"), and Developer agrees not to represent in any manner that Developer has any ownership in El Pollo Loco\u00ae Marks.", "answer_start": 26154}], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "ElPolloLocoHoldingsInc_20200306_10-K_EX-10.16_12041700_EX-10.16_Development Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.16\n\nEL POLLO LOCO\u00ae FRANCHISE DEVELOPMENT AGREEMENT\n\nDated: ____________________\n\nTerritory: Developer:\n\n(Disclosure Document Control No. 032619)\n\nTABLE OF CONTENTS 1.DEVELOPMENT RIGHTS IN TERRITORY. 4 2.LIMITATION ON DEVELOPMENT RIGHTS. 5 3.DEVELOPMENT FEE. 9 4.TERM OF DEVELOPMENT AGREEMENT. 10 5.TERRITORY CONFLICTS. 10 6.PROPRIETARY RIGHTS OF EL POLLO LOCO. 11 7.INSURANCE AND INDEMNIFICATION. 11 8.TRANSFER OF RIGHTS. 13 9.ACKNOWLEDGMENT OF SELECTED TERMS AND PROVISIONS OF THE FRANCHISE AGREEMENT. 14 10.TERMINATION BY DEVELOPER; EXPIRATION DATE. 14 11.EVENTS OF DEFAULT. 15 12.EFFECT OF TERMINATION. 16 13.NON-WAIVER. 17 14.INDEPENDENT CONTRACTOR AND INDEMNIFICATION. 17 15.ENTIRE AGREEMENT. 17 16.DISPUTE RESOLUTION 18 17.SEVERABILITY. 19 18.APPLICABLE LAW; CHOICE OF FORUM; WAIVER OF JURY TRIAL. 19 19.DOCUMENT INTERPRETATION. 19 20.COVENANT NOT TO COMPETE. 20 21.NOTICES. 21 22.SECTION HEADINGS. 21 23.ACKNOWLEDGMENTS. 21 24.COUNTERPARTS. 22 Source: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nEXHIBITS EXHIBIT \"A\" TO DEVELOPMENT AGREEMENT - TERRITORY23 EXHIBIT \"B\" TO DEVELOPMENT AGREEMENT - DEVELOPMENT SCHEDULE24 EXHIBIT \"C\" TO DEVELOPMENT AGREEMENT - EXISTING EL POLLO LOCO\u00ae RESTAURANTS IN THE TERRITORY 25\n\nEL POLLO LOCO\u00ae FRANCHISE DEVELOPMENT AGREEMENT (Non-exclusive/Exclusive)\n\nTHIS FRANCHISE DEVELOPMENT AGREEMENT (\"Agreement\") dated for identification purposes only as of _____________________, is made and entered into by and between EL POLLO LOCO, INC., a Delaware corporation, with its principal place of business at 3535 Harbor Blvd, Suite 100, Costa Mesa, California 92626 (referred to herein as \"El Pollo Loco\" or \"Franchisor\") and __________________an individual, with its principal place of business at _____________________________________ (\"Developer\").\n\nRecitals.\n\nA.Franchisor owns certain proprietary and other property rights and interests in and to the \"El Pollo Loco\u00ae\" trademark and service mark, and such other trademarks, service marks, logo types, insignias, trade dress designs and commercial symbols as Franchisor may from time to time authorize or direct Developer to use in connection with the operation of a(n) \"El Pollo Loco\u00ae\" restaurant (the \"El Pollo Loco\u00ae Marks\"). Franchisor has a distinctive plan for the operation of retail outlets for the sale of fire-grilled food items and related products, which plan includes but is not limited to the El Pollo Loco\u00ae Marks and the Operations Manual (the \"Manual\"), policies, standards, procedures, employee uniforms, signs, menu boards and related items, and the reputation and goodwill of the El Pollo Loco\u00ae chain of restaurants (collectively, the \"El Pollo Loco\u00ae System\").\n\nB.Developer represents that it is experienced in and has independent knowledge of the nature and specifics of the restaurant business. Developer represents that in entering into this Agreement it has relied solely on its personal knowledge and has not relied on any representations of Franchisor or any of its officers, directors, employees or agents, except those representations contained in any legally required Franchise Disclosure Document delivered to Developer.\n\nC.  Developer desires to obtain development rights for multiple restaurants under the El Pollo Loco\u00ae System (each, an \"El Pollo Loco\u00ae Restaurant\") from Franchisor within a specified geographical (the \"Territory\") specified in Exhibit \"A\" attached hereto and made a part hereof (or if single unit, replace with \"Developer desires to obtain development rights for a single restaurant under the El Pollo Loco\u00ae System (each, an \"El Pollo Loco\u00ae Restaurant\") from Franchisor within a specified address (the \"Territory\") specified in Exhibit \"A\" attached hereto and made a part hereof.\")\n\nD.Franchisor is willing to grant the (non-exclusive/exclusive) right to develop and open El Pollo Loco\u00ae Restaurant(s) within the Territory referenced in Exhibit \"A.\"\n\nNOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, the parties hereto agree as follows:\n\n1.Development Rights in Territory.\n\n1.1. 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\"). (If exclusive agreement, add \"Developer expressly acknowledges that the exclusive rights granted herein apply only to the right to develop new restaurants in the Territory, and no exclusive territory or radius protection for the term of any Franchise Agreement is granted herein and any such protection shall be set forth in the particular Franchise Agreement to be signed.\") The Franchise Agreements (and all ancillary documents attached as Exhibits to the Franchise Agreement, including the Personal Guarantee) executed in accordance with this Agreement shall be in the form currently in use by Franchisor at the time of execution of the Franchise Agreement and shall be executed individually by each person, partner, member or shareholder.\n\n1.2. (Only applies if exclusive Agreement. Delete if non-exclusive Agreement.) Except as otherwise provided in this Agreement and subject to the terms and conditions of Section 2.20 hereof, after the date of this\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nAgreement 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. Franchisor expressly retains all other rights and may, among other things, on any terms and conditions Franchisor deems advisable, and without granting Developer any rights therein:\n\na. Establish and operate or franchise others to establish and operate an El Pollo Loco restaurant located outside of the Territory;\n\nb. Sell the same or similar products (whether or not using the Marks), as will be sold by Developer in a developed El Pollo Loco restaurant, to customers at any retail location (whether within or outside of the Territory), through any method or channel of distribution, including, without limitation, at retail locations such as grocery or convenience stores and via the Internet, telemarketing and direct marketing means, through other non-El-Pollo Loco restaurants having the same or similar menu items, or through any other distribution channel;\n\nc. Establish and operate or franchise others to establish and operate restaurants (not using the Marks) having the same or similar menu items whether within or outside of the Territory; and\n\nd. Any continued operation by Franchisor, or the allowance of any continued operation by a franchisee of Franchisor, of an El Pollo Loco restaurant within the Territory which was opened on or before the date of this Agreement shall not be considered to constitute a breach of this Agreement.\n\n1.3. (Only applies to multi-unit Development Agreement - delete if single-unit Development Agreement). Prior to or concurrent with the execution of this Agreement, Developer shall meet with Franchisor's development representatives and prepare a market development plan for the units to be constructed and opened by Developer in the Territory (identifying specific key areas, key intersections and trade areas in the Territory) and all development pursuant to this Agreement shall be in accordance with this plan (the \"Market Plan\"). The Market Plan shall include proposed areas where sites may be located, ranking and prioritization of site locations and other information customarily used by market planners in the restaurant industry. Developer and Franchisor shall jointly approve the Market Plan.\n\n2. Limitation on Development Rights.\n\n2.1. Developer must submit one or more site(s) for approval, enter into binding leases or purchase agreements and open to the public the number of El Pollo Loco\u00ae Restaurant(s) on such approved sites each calendar year as required on the Development Schedule, all as set forth on Exhibit \"B\" attached hereto and made a part hereof.\n\n2.2. For purposes of the Development Schedule in Exhibit \"B\", no credit will be given for the development of El Pollo Loco\u00ae Restaurant(s) outside the Territory, regardless of the fact that Developer may, upon proper application, obtain from Franchisor an El Pollo Loco\u00ae Franchise Agreement (\"Franchise Agreement\") for any such development.\n\n2.3. Although this Agreement affords the Developer the right to develop and open El Pollo Loco\u00ae restaurant(s) within the Territory, as set forth on Exhibit \"A\", all Restaurant(s) developed under this Agreement must be duly licensed through individual Franchise Agreement(s). Developer will execute El Pollo Loco's then standard Franchise Agreement in use at the time of execution for each restaurant developed under this Agreement, and agrees to pay Franchisor the current fees, royalties and other required payments in accordance with the Franchise Agreement and Franchise Disclosure Document then in effect. Execution of the appropriate Franchise Agreement and payment of the initial franchise fee and/or any other required fees must be accomplished prior to the commencement of construction at any site.\n\n2.4. Developer must satisfy all Franchisor's financial and operational criteria then in effect and in addition, if Developer is also a Franchisee of one or more El Pollo Loco Restaurants, Franchisee must also be in good standing with Franchisor and satisfy all Franchisor's financial and operational criteria then in effect prior to El Pollo Loco's execution of each standard Franchise Agreement issued pursuant to this Agreement. Developer shall provide Franchisor with current information pertaining to Developer's financial condition and the financial condition of the majority and managing members/partners/shareholders of Developer at any time upon El Pollo Loco's request and in no event less than once annually. Developer acknowledges that, among other things, it will be\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nrequired to submit annual financial statements of Developer and personal financial statements of each of its principal owners and Managing Members to be eligible for financial approval by El Pollo Loco. In the event any of the majority owners of Developer shall also be the Managing Members and/or majority owners of any other entity which is a franchisee of El Pollo Loco, then each such franchisee entity must be operationally and financially approved by Franchisor before approval for expansion will be granted to any one franchisee entity. \"Managing Members\" shall be any individuals who are designated as the primary decision makers or general managers of the franchisee entity and those individuals who (individually or collectively) own at least 51% interest in the franchisee entity.\n\n2.5. Developer shall use its best efforts to retain qualified real estate professionals (including licensed brokers) to locate proposed sites for the El Pollo Loco\u00ae Restaurant(s). Developer shall submit proposed sites for each El Pollo Loco\u00ae Restaurant unit to be developed under this Agreement for acceptance by Franchisor's Real Estate Site Approval Committee (\"RESAC\"), together with such site information as may be reasonably required by Franchisor to evaluate the proposed site, no later than the dates set forth in Exhibit \"B\" as RESAC Submittal Dates, the first of which shall be approximately ninety (90) days after execution of this Agreement. Should the site be accepted by RESAC, it will be referred to as the \"Approved Site\". Such acceptance will expire one (1) year from the RESAC approval date. Franchisor may require, as a condition to its approval of a site, a \"Market Study\", which shall include a site description and analysis, traffic and other demographic information and an analysis of the impact of the proposed site on other company owned and franchised El Pollo Loco restaurants surrounding or within the vicinity of such proposed site all in such format as the Franchisor may require. All such analyses, information and studies shall be prepared at the sole cost and expense of Developer.\n\n2.6. Franchisor shall send representatives to evaluate proposed site(s) for each El Pollo Loco\u00ae Restaurant to be developed under this Agreement, and Franchisor will do so at its own expense for the first two (2) proposed sites for each El Pollo Loco\u00ae Restaurant. 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.\n\n2.7. Provided there exists no default by Developer under this Agreement or any other development, franchise or other agreement between Franchisor and Developer, Franchisor shall evaluate each site proposed for which Developer has provided all necessary evaluation information, and shall promptly after receipt of Developer's proposal, send to Developer written notice of acceptance or non-acceptance of the sit\n\n2.8. If RESAC determines through its evaluation of the proposed site that the proposed site may impact sales at any company-owned El Pollo Loco\u00ae Restaurant, Franchisor has the sole and absolute right to accept or reject the proposed site, without any obligation to discuss a possible resolution with Developer. However, Franchisor may elect to discuss with Developer a possible resolution with regard to the proposed site; however, if such an agreement cannot be reached, Franchisor has the sole and absolute right to reject the proposed site. If RESAC determines through its evaluation of the proposed site that the proposed site may potentially impact sales at any existing El Pollo Loco\u00ae franchisee's restaurant, Franchisor shall notify Developer of the existing El Pollo Loco\u00ae franchisees' location(s) and contact information. If nevertheless Developer wishes to try to proceed with that site, Developer must obtain a written waiver from those existing El Pollo Loco\u00ae franchisees of any claims they might have against Developer and Franchisor with respect to the proposed new El Pollo Loco\u00ae Restaurant. Such waiver, if obtained, must be submitted along with the evaluation information required pursuant to this Section.\n\n2.9. No later than the Site Commitment Dates set forth in Exhibit \"B\", Developer shall submit for the Approved Site to Franchisor for its review and approval of:\n\na. A fully negotiated but unexecuted lease, which may only subject to obtaining necessary governmental permits. The unexecuted form of the lease must be submitted to Franchisor to review for the required terms and conditions listed in Sections 2.9, 2.10, 2.11 and 2.12 below prior to full execution of the lease. Franchisor will promptly notify Developer upon their approval of the inclusion of such required terms and conditions. Developer will promptly then provide a final executed copy of the lease to Franchisor; or\n\nb. A purchase agreement. Should Developer purchase the site using another entity other than the franchise entity, Developer must then enter into a lease with the Franchise entity as the lessee and the purchasing entity as the lessor and must comply with all the requirements of this Sections 2.9, 2.10, 2.11 and 2.12 below).\n\n2.10. Any lease to be entered into by Developer shall include the terms and conditions set forth below and in a form approved by Franchisor:\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\na. The tenant entity on the lease must match the franchise entity on the franchise agreement; and\n\nb. The term (with renewal options) of the lease must match at least the initial term of the franchise agreement; and\n\nc. The landlord consents to your use of the premises as an El Pollo Loco\u00ae restaurant which will be open during the required days and hours set out in the Operations Manual.\n\n2.11. Franchisor shall have no liability under any lease or purchase agreement for any El Pollo Loco\u00ae Restaurant location developed under this Agreement and shall not guarantee Developer's obligations thereunder. Upon approval by Franchisor of the form of Developer's lease and execution of a lease for a site by Developer, Developer shall furnish to Franchisor a fully executed copy of such lease and any amendments thereto within fifteen (15) calendar days of such execution. Franchisor shall have no obligation to assist Developer to negotiate its leases.\n\n2.12. 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.\n\n2.13. Each subsequent site to be developed pursuant to the Development Schedule shall be submitted for approval by RESAC by the date set forth in Exhibit \"B\". Similarly, each fully executed lease (executed upon prior review and approval by Franchisor) or purchase agreement (with all contingencies to Developer's obligations waived or satisfied, except permitting contingencies) relating to each subsequent Approved Site shall: (1) be delivered to Franchisor on or before the Site Commitment Date for each respective El Pollo Loco\u00ae Restaurant as set forth in Exhibit \"B\" and (2) prior to the execution of your Franchise Agreements (3) prior to the payment of your initial Franchise Fees for each site and (4) prior to the commencement of construction of the El Pollo Loco\u00ae Restaurant.\n\n2.14. RESAC site approval does not assure that a Franchise Agreement will be executed. Execution of the Franchise Agreement is contingent upon Developer completing the purchase or lease of the proposed site within sixty (60) days after approval of the site by the Franchisor or no later than the dates set forth in Exhibit \"B\" as Site Committment Dates.\n\n2.15. Developer acknowledges that time is of the essence in this Agreement. If Developer has not obtained approval and entered into a binding lease or purchase agreement for each site for El Pollo Loco\u00ae Restaurant(s) to be developed under this Agreement by the applicable Site Commitment Date, Developer shall be in default of its obligations under the Development Schedule and Franchisor shall be entitled to exercise its rights and remedies under this Agreement, up to and including termination of this Agreement.\n\n2.16. Developer also acknowledges that it is required pursuant to this Agreement to open El Pollo Loco\u00ae Restaurants in the future pursuant to dates set forth in the Development Schedule attached as Exhibit \"B\". If Developer fails to meet the opening date for any El Pollo Loco\u00ae Restaurant to be developed under this Agreement, Developer shall be in default and Franchisor shall be entitled to exercise all rights and remedies available to Franchisor set forth in Section 11. Developer acknowledges that if Developer fails to open El Pollo Loco\u00ae Restaurants in a timely manner pursuant to the Development Schedule, Franchisor will suffer lost revenues, including royalties and other fees which would be difficult to calculate and which Franchisor would have received had Developer met the agreed schedule or had Franchisor had the right to grant development rights to others in the Territory.\n\n2.17. Developer acknowledges that the estimated initial investment and estimated expenses set forth in Items 6 and 7 of our Franchise Disclosure Document are subject to and likely to increase over time, and that future El Pollo Loco\u00ae Restaurants will likely involve a greater initial investment and operating capital requirements than those stated in the Franchise Disclosure Document provided to you prior to your execution of this Agreement.\n\n2.18. Developer understands and acknowledges that in accepting Developer's proposed site or by granting a franchise for each approved site, Franchisor does not in any way, endorse, warrant or guarantee either directly or indirectly the suitability of such site or the success of the franchise business to be operated by Developer at such site. The suitability of the site and the success of the franchise business depend upon a number of factors outside of Franchisor's control, including, but not limited to, the Developer's operational abilities, site location, consumer trends and such other factors that are within the direct control of the Developer. Source: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\n2.19. The purpose of this Agreement is to promote orderly incremental growth within the El Pollo Loco\u00ae System. The acquisition of existing El Pollo Loco\u00ae restaurants by Developer does not represent incremental growth and, therefore, does not satisfy the terms of this Agreement pertaining to development.\n\n2.20. (To be added where there are existing restaurants in the Territory) Developer acknowledges that Franchisor (i) is operating or has franchised another to operate, one (1) or more restaurants in the Territory or (ii) has granted franchise rights to another in the Territory or (iii) approved a new site for development for those locations identified in Exhibit \"C\" attached hereto and incorporated herein by this reference. Developer further acknowledges that Franchisor retains the sole and absolute right to approve or disapprove any proposed location for development under this Agreement if, in Franchisor's reasonable judgment: (i) such proposed location is not suitable for an El Pollo Loco\u00ae Restaurant or (ii) such proposed location will have a material adverse effect on the profitability of another existing El Pollo Loco\u00ae location (or approved site) in the Territory. Developer covenants to use its reasonable best efforts to avoid selecting proposed locations that would adversely impact pre-existing locations in the Territory.\n\n3. Development Fee.\n\n3.1. 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. The Development Fee is consideration for this Agreement. The Development Fee is not consideration for any Franchise Agreement and is non-refundable. The $20,000 Development Fee for each El Pollo Loco\u00ae Restaurant shall be applied against the initial franchise fee payable upon the execution of the Franchise Agreement applicable to such El Pollo Loco\u00ae Restaurant. As a benefit of signing the Development Agreement, the Initial Fee for the second and each subsequent restaurant developed under the same Development Agreement will be reduced by us to $30,000. As an example, the Initial Fee for the first restaurant developed under a Development Agreement would be $40,000 to which $20,000 (from the Development Fee will be credited. The Initial Fee for the second and remaining restaurants developed under the same Development Agreement would be $30,000, to which $20,000 from the Development Fee will be credited. If this Agreement is terminated pursuant to Sections 10 or 11 below, Developer will lose its right to develop and Development Fee.\n\n4. Term of Development Agreement.\n\n4.1. This Agreement shall commence on the date specified in Exhibit \"B\". 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.\n\n5. Territory Conflicts.\n\n5.1. The rights granted Developer in this Agreement are subject to any prior territorial rights of other franchisees which may now exist in the Territory, whether or not those rights are currently being enforced. In the event of a conflict in territorial rights, whether under a Franchise Agreement or separate territorial or development agreement, Developer shall be free to negotiate with any person, corporation or other entity, which claims territorial rights adverse to the rights granted under this Agreement, for the assignment of those prior territorial rights. For this purpose, Franchisor agrees to approve any such assignment not in conflict with the other terms of this Agreement, subject to the condition of any Franchise Agreements involved, and current policies pertaining to assignments, including, but not limited to, satisfaction of all past due debts owed to Franchisor and the execution of a General Release.\n\n5.2. In the event of third party claims of the right to develop the Territory, it is the sole responsibility of El Pollo Loco, where the right granted herein is exclusive, to protect and maintain Developer's right to the development of the Territory. However, if it appears to El Pollo Loco, as its sole and absolute right to determine, that protection of the Territory by legal action is not advisable, whether due to the anticipation of, or the actual protracted nature of the action, the costs involved, the uncertainty of outcome, or otherwise, Franchisor has the right to terminate this Agreement, provided that it refunds to Developer the balance, if any, of the Development Fee made pursuant to Section 3, which has not been applied against the initial franchise fees for Franchise Agreement(s) to be acquired under this Agreement.\n\n6. Proprietary Rights of El Pollo Loco. Source: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\n6.1. Developer expressly acknowledges El Pollo Loco's exclusive right, title, and interest in an to the trade name, service mark and trademark \"El Pollo Loco\", and such other trade names, service marks, and trademarks which are designated as part of the El Pollo Loco\u00ae System (the \"Marks\"), and Developer agrees not to represent in any manner that Developer has any ownership in El Pollo Loco\u00ae Marks. This Agreement is not a Franchise Agreement. Developer may not open an El Pollo Loco\u00ae Restaurant or use the El Pollo Loco\u00ae Marks at a particular site until it executes a Franchise Agreement for that site. Developer's use of the El Pollo Loco\u00ae Marks shall be limited to those rights granted under each individual Franchise Agreement. Notwithstanding the foregoing, El Pollo Loco\u00ae may authorize Developer in writing to use the Marks in connection with advertising and marketing activities in connection with this Agreement. Developer expressly agrees that such usage is limited to those specific activities or promotional materials approved by El Pollo Loco's marketing department in advance. Developer further agrees that its use of the Marks shall not create in its favor any right, title, or interest in or to El Pollo Loco\u00ae Marks, but that all of such use shall inure to the benefit of El Pollo Loco, and Developer has no rights to the Marks except to the degree specifically granted by the individual Franchise Agreement(s). Building designs and specifications, color schemes and combinations, sign design specifications, and interior building layouts (including equipment, equipment specification, equipment layouts, and interior color schemes and combinations) are acknowledged by Developer to comprise part of the El Pollo Loco\u00ae System. Developer shall have no right to license or franchise others to use the Marks by virtue of this Agreement.\n\n6.2. Developer acknowledges that, in connection with its execution of this Agreement, it may receive confidential and proprietary information regarding the El Pollo Loco\u00ae System, including but not limited to the El Pollo Loco Operational Manual. Developer recognizes the unique value and secondary meaning attached to the El Pollo Loco\u00ae Marks and the El Pollo Loco\u00ae System, and Developer agrees that any noncompliance with the terms of this Agreement or any unauthorized or improper use will cause irreparable damage to Franchisor and its franchisees. Developer, therefore, agrees that if it should engage in any such unauthorized or improper use during, or after, the term of this Agreement, Franchisor shall be entitled to both seek temporary and permanent injunctive relief from any court of competent jurisdiction in addition to any other remedies prescribed by law.\n\n6.3. Developer acknowledges that it will receive one (1) copy of the Operations Manual on loan from Franchisor and that the Operations Manual shall at all times remain the sole property of the Franchisor.\n\n7. Insurance and Indemnification.\n\n7.1. 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. Developer also shall carry such worker's compensation insurance as may be required by applicable law.\n\n7.2. Franchisor shall be named as an additional insured on all such insurance policies and shall be provided with certificates of insurance evidencing such coverage. All public liability and property damage policies shall contain a provision that El Pollo Loco, although named as an insured, shall nevertheless be entitled to recover under such policies on any loss incurred by El Pollo Loco, its affiliates, agents and/or employees, by reason of the negligence of Developer, its principals, contractors, agents and/or employees. All policies shall provide Franchisor with at least thirty (30) days' notice of cancellation or termination of coverage.\n\n7.3. Franchisor reserves the right to specify reasonable changes in the types and amounts of insurance coverage required by this Section 7. In the event that Developer fails or refuses to obtain or maintain the required insurance coverage from an insurance carrier acceptable to El Pollo Loco, Franchisor may, as its sole and absolute right and without any obligations to do so, procure such coverage for Developer. In such event, Developer shall pay the required premiums or reimburse such premiums to Franchisor upon written demand.\n\n7.4. Developer shall defend immediately upon tender of defense, at its own cost, the Franchisor, its subsidiaries, parent and affiliates, shareholders, directors, officers, employees and agents (collectively for this section only known as \"Franchisor\"), from and against any and all claims, lawsuits, complaints, cross complaints, arbitrations, demands, allegations, costs embraced by indemnity, loss, costs, expenses (including attorneys' fees), liens and damages (collectively for this section only known as \"Losses\"), however caused, and reimburse Franchisor for all costs and expenses (including attorneys' fees) incurred by the Franchisor in defense of any Losses, resulting directly or indirectly from or pertaining to or arising out of, or alleged to arise out of, or in connection with Developer's activities under the Development Agreement, including any labor, any employee related claims whatsoever, including, without limitation any claims made by an employee of Developer resulting from the employee's training in a Franchisor operated facility or restaurant, and including Developer's failure for\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\nany reason to fully inform any third party of Developer's lack of authority to bind the Franchisor for any purpose. Such Losses shall include, without limitation, those arising from the death of or injury to any person or arising from damage to the property of Developer or the Franchisor, or any third person, firm or corporation, whether or not resulting from any strict liability imposed by fact, law, statute, or ordinance, on the Franchisor. Developer further agrees that Developer's duty to defend the Franchisor is separate from, independent of and free-standing of Developer's duty to indemnify the Franchisor and applies whether the issue of Developer's negligence, breach of contract, or other fault or obligation has been determined. Developer's duty to defend is regardless of the outcome of liability even if Developer is ultimately found not negligent and not dependent on the ultimate resolution of issues arising out of any claims, lawsuits, complaints, cross complaints, arbitration, demands, allegations, costs embraced by indemnity, loss, costs, expenses (including attorneys' fees), liens or damages.\n\n7.5. Developer shall indemnify and hold harmless the Franchisor (as defined above) from and against any and all Losses (as defined above), however caused, resulting directly or indirectly from or pertaining to or arising out of or in connection with Developer's activities under the Development Agreement, including any labor, any employee related claims whatsoever, including, without limitation any claims made by an employee of Developer resulting from the employee's training in a Franchisor operated facility or restaurant, and including Developer's failure for any reason to fully inform any third party of Developer's lack of authority to bind the Franchisor for any purpose. Such Losses shall include, without limitation, those arising from latent or other defects in the restaurant whether or not discoverable by Franchisor, and those arising from the death of or injury to any person or arising from damage to the property of Developer or the Franchisor, or any third person, firm or corporation, whether or not resulting from any strict liability imposed by fact, law, statute, or ordinance, on the Franchisor. Developer further agrees to indemnify and hold harmless Franchisor from all said Losses and shall pay for and be responsible for all said Losses, however caused, whether by any individual, employee, third person or party, vendor, visitor, invitee, trespasser or any firm or corporation whatsoever, whether caused by or contributed to by Franchisor, the combined conduct of Developer and Franchisor, or active or passive negligence of Franchisor, but for the sole negligence or willful misconduct of Franchisor.\n\n7.6. The provisions of this Section 7 shall expire as to each El Pollo Loco\u00ae Restaurant to be developed under this Agreement upon execution of a Franchise Agreement for such El Pollo Loco\u00ae Restaurant. The provision of the Franchise Agreement, in particular, Section 9 thereof (insurance and Indemnification) shall supersede this Section 7 and govern the rights and obligations of the parties prospectively.\n\n8. Transfer of Rights.\n\n8.1. This Agreement shall inure to the benefit of Franchisor and its successors and assigns, and is fully assignable by El Pollo Loco.\n\n8.2. The parties acknowledge and agree that this Agreement is personal in nature with respect to Developer, being entered into by Franchisor in reliance upon and in consideration of the personal skills, qualifications and trust and confidence reposed in Developer and Developer's present partners, managing members or officers if Developer is a partnership, a limited liability company or a corporation. 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. 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. Notwithstanding the foregoing, Developer shall be permitted to assign business organizations to serve as Franchisee after Developer individually executes the Franchise Agreements, provided the ownership mirrors that of Developer (e.g., Developer consists of persons A (50%), B (25%) and C (25%). Franchisee also must be owned and controlled by the same three (3) persons with each retaining the same percentage of ownership). All other entity structures shall require the prior written approval of Franchisor. Developer shall pay an administrative fee of Five Hundred Dollars ($500) per transfer for each permitted transfer to an Entity where such transfer is for the convenience of ownership only and does not involve a change of principals of the business. Where Developer desires to add new principals to the Developer or any Franchisee entity, Developer shall pay to Franchisor an additional Two Thousand Five Hundred Dollars ($2,500) per new principal to cover Franchisor's administrative costs for reviewing the application and suitability of each new principal as participants in the franchise business.\n\n9. Acknowledgment of Selected Terms and Provisions of the Franchise Agreement.\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\n9.1. Developer represents that it has read each of the terms and provisions of the current form of Franchise Agreement and acknowledges and is willing to agree to each and every obligation of Franchisee thereunder (as they may be modified in then-current forms of Franchise Agreement) including, but not limited to:\n\na. The obligation to deliver execute Personal Guarantees or Investor Covenants Regarding Confidentiality and Non-Competition in connection with the execution of each franchise agreement for El Pollo Loco\u00ae Restaurants to be developed under this Agreement;\n\nb. The obligation to obtain the consent of Franchisor to any security interests to be granted by Developer in the assets or business of the El Pollo Loco\u00ae Restaurant to lenders or other financing sources in advance of any agreement to provide those security interests to such third parties;\n\nc. All in-term and post-term restrictive covenants; and\n\nd. All territorial rights, options and rights of first refusal retained by Franchisor under the franchise agreement.\n\n10. Termination by Developer; Expiration Date.\n\n10.1. This Agreement shall terminate immediately upon El Pollo Loco's receipt of Developer's notice to terminate. 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. Notwithstanding any provision to the contrary contained herein, unless earlier terminated by either party, this Agreement shall expire on ______, 20___, and all rights of Developer herein shall cease and all unapplied or unused Development Fees paid pursuant to Section 3 hereof shall be forfeited to Franchisor.\n\n11. Events of Default.\n\n11.1. The following events shall constitute a default by Developer, which shall result in El Pollo Loco's right to declare the immediate termination of this Agreement.\n\na. Failure by Developer to meet the requirements of the Development Schedule within the time periods specified therein, including failure by Developer to meet the Site Commitment Date or Opening Date for each site for an El Pollo Loco\u00ae Restaurant in a timely manner as set forth in Exhibit \"B\" and Section 2 above.\n\nb. Any assignment, transfer or sublicense of this Agreement by Developer without the prior written consent of El Pollo Loco.\n\nc. Any violation by Developer of any covenant, term, or condition of any note or other agreement (including any El Pollo Loco\u00ae Franchise Agreement) between Developer and Franchisor (or an affiliate of El Pollo Loco), the effect of which is to allow Franchisor to terminate (or accelerate the maturity of) such agreement before its stated termination (or maturity) date.\n\nd. Developer's assignment for the benefit of creditors or admission in writing of its inability to pay its debts generally as they become due.\n\ne. Any order, judgment, or decree entered adjudicating Developer bankrupt or insolvent.\n\nf. Any petition, or application, by Developer to any tribunal for the appointment of a trustee, receiver, or liquidator of Developer (or a substantial part of Developer's assets), or commencement by Developer of any proceedings relating to Developer under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution, or liquidation law of any jurisdiction, whether now or hereinafter in effect.\n\ng. Any filing of a petition or application against Developer, or the commencement of such proceedings, in which Developer, in any way, indicates its approval thereof, consent thereto, or acquiescence therein; or the entry of any order, judgment, or decree appointing any trustee, receiver, or liquidator, or approving the petition in any such proceedings, where the order, judgment, or decree remains unstayed and in effect for more than thirty (30) days.\n\nh. Any entry in any proceeding against the Developer of any order, judgment, or decree, which requires the Source: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\ndissolution of Developer, where such order, judgment, or decree remains unstayed and in effect for more than thirty (30) days.\n\ni. Developer's voluntary abandonment of any of Developer's restaurants.\n\n11.2. The following events shall constitute a default by Developer, which shall result in El Pollo Loco's right to declare the termination of this Agreement, if such default is not cured within thirty (30) days after written notice by Franchisor to Developer:\n\na. Developer's default in the performance or observance of any covenant, term, or condition contained in this Agreement not otherwise specified in Section 11.1 above.\n\nb. The creation, incurrence, assumption, or sufferance to exist of any lien, encumbrance, or option whatsoever upon any of Developer's property or assets, whether now owned or hereafter acquired, the effect of which substantially impairs Developer's ability to perform or observe any covenant, term, or condition of this Agreement.\n\nc. Refusal by Developer or Developer's partners, members, or shareholders to enter individually into the then-current form of Franchise Agreements and Personal Guarantee as provided in Section 1 above.\n\nd. Any change, transfer or conveyance (\"Transfer\") in the ownership of Developer, which Transfer has not been approved in advance by Franchisor. Franchisor reserves the right to approve or disapprove any Transfer as its sole and absolute right.\n\n11.3. 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:\n\na. 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.\n\n11.4. If any of such rights are terminated or modified in accordance with this Section 11.3, such action shall be without prejudice to Franchisor's right to terminate this Agreement in accordance with Sections 11.1 or 11.2 above, and/or to terminate any other rights, options or arrangements under this Agreement at any time thereafter for the same default or as a result of any additional defaults of the terms of this Agreement.\n\n12. Effect of Termination.\n\n12.1. Immediately upon termination or expiration of this Agreement, for any reason, all of Developer's development rights granted pursuant to this Agreement shall revert to El Pollo Loco. At the time of termination, only restaurants operating or to be operated under the El Pollo Loco\u00ae System by virtue of a fully executed Franchise Agreement shall be unaffected by the termination of this Agreement. Franchisor shall have no duty to execute any Franchise Agreement with Developer after the termination of this Agreement. The foregoing remedies are nonexclusive, and nothing stated in this Section 12 shall prevent El Pollo Loco's pursuit of any other remedies available to Franchisor in law or at equity due to the termination of this Agreement.\n\n12.2. Developer understands and agrees that upon the expiration or termination of this Agreement (or in the event of an exclusive development agreement, the failure of Developer to meet the Development Schedule and the resulting loss of exclusive development rights), Franchisor or its subsidiaries or affiliates, as their sole and absolute right, may open and/or operate restaurants in the Territory, or may authorize or franchise others to do the same, whether it is in competition with or in any other way affects the sales of Developer at the restaurants.\n\n13. Non-Waiver.\n\n13.1. El Pollo Loco's consent to or approval of any act or conduct of Developer requiring such consent or approval shall not be deemed to waive or render unnecessary El Pollo Loco's consent to or approval of any subsequent act or conduct hereunder.\n\n14. Independent Contractor and Indemnification.\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\n14.1. This Agreement does not constitute Developer an agent, legal representative, joint venturer, partner, employee or servant of Franchisor for any purpose whatsoever, and it is understood between the parties hereto that Developer shall be an independent contractor and is in no way authorized to make any contract, agreement, warranty or representation on behalf of El Pollo Loco. The parties agree that this Agreement does not create a fiduciary relationship between them.\n\n14.2. Under no circumstances shall Franchisor be liable for any act, omission, contract, debt, or any other obligation of Developer. Developer shall indemnify and save Franchisor harmless against any such claim and the cost of defending it arising directly or indirectly from or as a result of, or in connection with, Developer's actions pursuant to this Agreement.\n\n15. Entire Agreement.\n\n15.1. This Agreement, including Exhibits \"A\", \"B\" and \"C\" attached hereto, constitutes the entire full and complete agreement between Franchisor and Developer concerning the subject matter hereof and supersedes any and all prior written agreements. No other representations have induced Developer to execute this Agreement, and there are no representations, inducements, promises, or agreements, oral or otherwise, between the parties, not embodied herein, which are of any force or effect with reference to this Agreement or otherwise. Notwithstanding the foregoing, nothing in this Agreement shall disclaim or require Developer to waive reliance on any representation that Franchisor made in the most recent disclosure document (including its exhibits and amendments) that Franchisor delivered to Developer or its representative, subject to any agreed-upon changes to the contract terms and conditions described in that disclosure document and reflected in this Agreement (including any riders or addenda signed at the same time as this Agreement). The provisions of this Agreement may not be contradicted by any other statement concerning the subject matter herein. No amendment or modification of this Agreement shall be binding on either party unless written and fully executed.\n\n16. Dispute Resolution\n\n16.1. Initial Meeting and Mediation - Except as otherwise provided in this Agreement, before any legal action is filed involving any claim or controversy between Franchisor and Developer (including its affiliates, investors, and Owners) relating to (a) this Agreement, (b) the parties business activities conducted as a result of this Agreement, or (c) the parties' relationship or business dealings with each other generally, the following procedure shall be complied with:\n\na. The party wishing to resolve a dispute shall initiate negotiation proceedings by first requesting in writing a meeting with the other party or parties. Within forty-five (45) days of receipt of the initial request for a meeting, the parties shall meet within the county in which Developer is then located, to discuss and negotiate toward a resolution of the controversy.\n\nb. If negotiation efforts do not succeed, the parties shall engage in mandatory but non-binding mediation by a mediator jointly chosen by the parties or if the parties cannot agree upon a mediator, appointed by, and in accordance with the procedures of, JAMS or, if JAMS is no longer in existence, an organization of similar quality\n\nc. A mediation meeting will be held at a place and at a time mutually agreeable to the parties and the mediator. The Mediator will determine and control the format and procedural aspects of the mediation meeting which will be designed to ensure that both the mediator and the parties have an opportunity to present and hear an oral presentation of each party's views regarding the matter in controversy. The parties act in good faith to resolve the controversy in mediation.\n\nd. The mediation will be held as soon as practicable after the negotiation meeting is held. The mediator will be free to meet and communicate separately with each party either before, during or after the mediation meeting within 60 days of demand by either party.\n\n16.2. At the election of the Franchisor, the provisions of this Section 16 shall not apply to controversies relating to any fee due the Franchisor by Developer or its affiliates, any promissory note payments due the Franchisor by Developer, or any trade payables due the Franchisor by Developer as a result of the purchase of equipment, goods or supplies. The provisions of this Section 16 shall also not apply to any controversies relating to the use and protection of the El Pollo Loco Marks, the Manual or the El Pollo Loco System, including without limitation, the Franchisor's right to apply to any court of competent jurisdiction for appropriate injunctive relief for the infringement of the El Pollo Loco Marks or the El Pollo Loco System.\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\n17. Severability.\n\n17.1. Each section, part, term and/or provision of this Agreement shall be considered severable, and if, for any reason, any section, part, term and/or provision herein is determined to be invalid, contrary to, or in conflict with, any existing or future law or regulation, by any court or agency having valid jurisdiction, then such shall be deemed not to be a part of this Agreement, but such shall not impair the operation of, or affect the remaining portions, sections, parts, terms and/or provisions of this Agreement, which will continue to be given full force and effect and bind the parties hereto.\n\n18. Applicable Law; Choice of Forum; Waiver of Jury Trial.\n\n18.1. 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. THE PARTIES AGREE THAT ANY ACTION BROUGHT BY EITHER PARTY AGAINST EACH OTHER IN ANY COURT, WHETHER FEDERAL OR STATE, WILL BE BROUGHT WITHIN THE STATE IN WHICH FRANCHISOR'S HEADQUARTERS (CURRENTLY THE STATE OF CALIFORNIA) IS THEN LOCATED. THE PARTIES HEREBY WAIVE ANY RIGHT TO DEMAND OR HAVE TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT IN WHICH THE FRANCHISOR IS A PARTY. THE PARTIES CONSENT TO THE EXERCISE OF PERSONAL JURISDICTION OVER THEM BY SUCH COURTS AND TO THE PROPRIETY OF VENUE OF SUCH COURTS FOR THE PURPOSE OF CARRYING OUT THE PROVISION, AND THEY WAIVE ANY OBJECTION THAT THEY WOULD OTHERWISE HAVE TO THE SAME. ANY ACTION BETWEEN DEVELOPER AND FRANCHISOR SHALL INVOLVE ONLY THE INDIVIDUAL CLAIMS OF DEVELOPER AND SHALL NOT INVOLVE ANY CLASS, GROUP, CONSOLIDATED, REPRESENTATIVE OR ASSOCIATIONAL ACTION. NOTHING IN THIS SECTION 18.1 IS INTENDED BY THE PARTIES TO SUBJECT THIS AGREEMENT TO ANY FRANCHISE OR SIMILAR LAW, RULE OR REGULATION TO WHICH THIS AGREEMENT WOULD NOT OTHERWISE BE SUBJECT.\n\n19. Document Interpretation.\n\n19.1. All terms and words used in this Agreement, regardless of the number and gender in which they are used, shall be deemed and construed to include the singular or plural tense, and any gender, whether masculine, feminine or neuter, as the context or sense of this Agreement or any paragraph or clause may require, the same as if such words had been fully and properly written in the appropriate number or gender. In the event of a conflict in the language, terms, or conditions between this Agreement and any Franchise Agreement issued pursuant to this Agreement, the Franchise Agreement shall control.\n\n20. Covenant Not to Compete.\n\n20.1. 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. 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. The foregoing shall not apply to operation of an El Pollo Loco\u00ae restaurant by Developer pursuant to a Franchise Agreement with Franchisor or the ownership by Developer of less than five percent (5%) of the issued or outstanding stock of any company whose shares are listed for trading on any public exchange or on the over-the-counter market, provided that Developer does not control or become involved in the operations of any such company. For purposes of this Section 20.1, a Competitive Business shall mean a self-service restaurant or fast-food business which sells chicken and/or Mexican food products, which products individually or collectively represent more than twenty percent (20%) of the revenues from such self-service restaurant or fast-food business operated at any one location during any calendar quarter. A \"Competitive Business\" shall not include a full-service restaurant.\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\n20.2. In the event that any provision of Section 20.1 above shall be determined by a court of competent jurisdiction to be invalid or unenforceable, this Agreement shall not be void, but such provision shall be limited to the extent necessary to make it valid and enforceable.\n\n20.3. Developer understands and acknowledges that Franchisor shall have the right to reduce the scope of any obligation imposed on Developer by Section 20.1, without Developer's consent, and that such modified provision shall be effective upon Developer's receipt of written notice thereof.\n\n20.4. Developer acknowledges that violation of the covenants not to compete contained in this Agreement would result in immediate and irreparable injury to Franchisor for which no adequate remedy at law will be available. Accordingly, Developer hereby consents to the entry of a preliminary and permanent injunction prohibiting any conduct by Developer in violation of the terms of those covenants not to compete set forth in this Agreement. Developer expressly agrees that it may conclusively be presumed that any violation of the terms of said covenants not to compete was accomplished by and through Developer's unlawful utilization of Franchisor's Confidential Information, know-how, methods and procedures\n\n21. Notices.\n\n21.1. For the purpose of this Agreement, all notices shall be in writing and shall be sent to the party to be charged with receipt thereof either (i) served personally, or (i) sent by certified or registered United States mail, or (ii) sent by reputable overnight delivery service, or (iv) sent by facsimile. Notices served personally are effective immediately on delivery, and those served by mail shall be deemed given forty-eight (48) hours after deposit of such notice in a United States post office with postage prepaid and duly addressed to the party to whom such notice or communication is directed. Notices served by overnight delivery shall be deemed to have been given the day after deposit of such notice with such service. Notices served via facsimile shall be deemed to have been given the day of faxing such notice. All notices to El Pollo Loco\u00ae shall be addressed as follows:\n\nEl Pollo Loco, Inc. Attn: Legal Department 3535 Harbor Blvd, Suite 100 Costa Mesa, CA 92626 (714) 599-5503 (fax)\n\n21.2. All notices to Developer shall be faxed and mailed or sent via overnight service to the Developer's number and address shown on Exhibit \"B\". Either party may from time to time change its address for the purposes of this Section by giving written notice of such change to the other party in the manner provided in this Section. Notwithstanding anything to the contrary contained herein, the Franchisor may deliver bulletins and updates to the Developer by electronic means, such as by the internet (e-mail) or an intranet, if any, established by Franchisor.\n\n22. Section Headings.\n\n22.1. The section headings appearing in this Agreement are for reference purposes only and shall not affect, in any way, the meaning or interpretation of this Agreement.\n\n23. Acknowledgments.\n\n23.1. Developer acknowledges that it has received a complete copy of the El Pollo Loco\u00ae Franchise Disclosure Document, issuance date March 26, 2019 (Control No. 032619) at least fourteen (14) calendar days prior to the date on which this Agreement was executed by Developer or payment of any monies to the Franchisor.\n\n23.2. Developer acknowledges that it has read and understands this Agreement, the Franchise Agreement, the attachments thereto and the agreements relating thereto contained in the Franchise Disclosure Document received by Developer on _____,20__, and that Franchisor has accorded Developer ample opportunity and has encouraged Developer to consult with advisors of Developer's own choosing about the potential benefits and risks of entering into this Agreement.\n\n24. Counterparts.\n\n24.1. This Agreement may be executed in two or more counterparts, each of which shall be deemed an\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020\n\n\n\n\n\noriginal but all of which together shall constitute a single instrument. A signature on this Agreement transmitted via facsimile or electronic mail shall be considered an original for all purposes hereunder.\n\nIN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Agreement in duplicate original as of the dates set forth below.\n\nFRANCHISOR: DEVELOPER: EL POLLO LOCO, INC., a Delaware Corporation ____________________________, an individual By: By: Name: Name: Title: Title: An individual Date: Date:\n\n25. EXHIBIT \"A\" TO DEVELOPMENT AGREEMENT - TERRITORY\n\nEXHIBIT \"B\" TO DEVELOPMENT AGREEMENT - DEVELOPMENT SCHEDULE\n\nDEVELOPER NAME: PRINCIPALS: NOTICE ADDRESS: FAX NUMBER: EMAIL: COMMENCEMENT DATE: EXPIRATION DATE: DEVELOPMENT FEE (SECTION 3):\n\nDEVELOPMENT SCHEDULE:\n\nINITIAL FRANCHISEE AMOUNT\n\nRESAC SUBMITTAL DATES\n\nSITE COMMITMENT DATES (Date for delivery of signed leases or purchase agreements)\n\nOPENING DATE OF RESTAURANT\n\nRestaurant # 1 $40,000.00 Restaurant # 2 $30,000.00 Restaurant # 3 $30,000.00\n\nEXHIBIT \"C\" TO DEVELOPMENT AGREEMENT - EXISTING EL POLLO LOCO\u00ae RESTAURANTS IN THE TERRITORY\n\nSource: EL POLLO LOCO HOLDINGS, INC., 10-K, 3/6/2020"}]}, {"title": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "JOINT VENTURE AGREEMENT", "answer_start": 44}], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "CCGI", "answer_start": 104}, {"text": "Collectible Concepts Group, Inc.", "answer_start": 69}, {"text": "Pivotal Self Service Tech, Inc.", "answer_start": 115}, {"text": "PVSS", "answer_start": 149}, {"text": "(the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly)", "answer_start": 157}], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": true}, {"answers": [{"text": "The Joint Venture shall commence on the 1st of      March, 2003,", "answer_start": 6019}], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 6019}], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 10315}], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 9690}], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "Division of Income and Losses. All income and credits, and all losses and      deductions shall be owned and shared among the Joint Venturers as follows:\n\n     50% to Collectible Concepts Group, Inc.\n\n     50% to Pivotal Self Service Tech, Inc.", "answer_start": 3926}], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [{"text": "All books and records of every kind and character, of      the Joint Venture, and other information, shall be kept at the principal      office of the Joint Venture, or at such other place or places as may be      agreed upon by the Joint Venturers, and shall be fully available to each      Joint Venturer or his duly authorized representative, all at reasonable      times.", "answer_start": 5289}, {"text": "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.", "answer_start": 5093}], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "ACCELERATEDTECHNOLOGIESHOLDINGCORP_04_24_2003-EX-10.13-JOINT VENTURE AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "EXHIBIT 10.13\n\n                             JOINT VENTURE AGREEMENT\n\nCollectible Concepts Group, Inc. (\"CCGI\") and Pivotal Self Service Tech, Inc. (\"PVSS\"), (the \"Parties\" or \"Joint Venturers\" if referred to collectively, or the \"Party\" or Joint Venturer\" if referred to singularly), by this Agreement associate themselves as business associates, and not as partners, in the formation of a joint venture (the \"Joint Venture\"), for the purpose of engaging generally in the business provided for by terms and provisions of this Agreement.\n\n1.   Name of the Joint Venture. The name of the Joint Venture will be MightyCell      Batteries, and may sometimes be referred to as \"MightyCell\" or the \"Joint      Venture\" in this Agreement. The principal office and place of business      shall be located in 1600 Lower State Road, Doylestown, PA 18901.\n\n2.   Scope of the Joint Venture Business. The Joint Venture is formed for the      purpose of engaging generally in the business of marketing batteries and      related products, (the \"Products\") that include the display of licensed      logos, images, brand names and other labels that differentiate them from      the branding (the \"PVSS Products\") under which PVSS and/or its affiliates,      sell to retailers and distributors in the normal course of their business.      Without in any way limiting the generality of the foregoing, the business      of the Joint Venture shall include:\n\n          (a)  The purchase of Products for resale;           (b)  The acquisition of a license(s) permitting the use of selected                images in the Products;           (c)  The sale and distribution of the Products to retailers and                distributors; and,           (d)  The transaction of such other and further business as is                necessary, advisable, or incidental to the business of the Joint                Venture.           (e)  Develop a global marketing program for licensed Products\n\n     Exhibit A attached hereto, describes by way of example but not limitation      the responsibilities of the Joint Venturers\n\n3.   Capital Contributions. Except as agreed upon by mutual consent, the Joint      Venturers shall not be required to make any capital contribution to the      Joint Venture.\n\n4.   Offices of the Joint Venture. The principal place of business of the Joint      Venture shall be at 1600 Lower State Road, in the City of Doylestown, Bucks      County, Pennsylvania, but may maintain such other offices as the Joint      Venturers may deem advisable at any other place or places within or without      the Commonwealth of Pennsylvania.\n\n5.   Powers and Authority of the Joint Venturers. The Joint Venturers shall have      full and complete charge of all affairs of the Joint Venture. The Joint      Venturers recognize that both of the Joint Venturers are and will continue      to be engaged in the conduct of their respective businesses for their own      account. Neither Joint Venturer shall be entitled to compensation for      services rendered to the Joint Venture as such, but each Joint Venturer      shall be reimbursed for all direct expenses, including travel, office, and      all other out-of-pocket expenses incurred in the operation of the affairs      of the Joint Venture and the promotion of its businesses.\n\n     It is agreed that either Joint Venturer shall, except as provided for      below, have authority to execute instruments of any character relating to      the affairs of the Joint Venture; provided, that without the written      consent or approval of both of the Joint Venturers: (i) the Joint Venture      shall incur no liability of any sort, nor any indebtedness for borrowed      funds; (ii) no assets owned in the name of the Joint Venture be disposed      of; and (iii) no commitment to purchase any item for the Joint Venture      shall be made.\n\n                                       39\n\n6.   Division of Income and Losses. All income and credits, and all losses and      deductions shall be owned and shared among the Joint Venturers as follows:\n\n     50% to Collectible Concepts Group, Inc.\n\n     50% to Pivotal Self Service Tech, Inc.\n\n     Depreciation and all other charges and expenses, which are not expressly      apportioned by this Agreement, shall be apportioned in accordance with      generally accepted accounting principles, consistently applied.\n\n7.   Accounting Provisions. The Joint Venturers shall maintain adequate books      and records to be kept of all the Joint Venture activities and affairs      conducted pursuant to the terms of this Agreement. All direct costs and      expenses, which shall include any insurance costs in connection with the      distribution of the Products or operations of the Joint Venture, or if the      business of the Joint Venture requires additional office facilities than      those now presently maintained by each Joint Venturer, such item shall be\n\n\n\n\n\n     paid by the Joint Venture. The fiscal year of the Joint Venture shall be      the calendar year, and shall use the cash basis of accounting. 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. All books and records of every kind and character, of      the Joint Venture, and other information, shall be kept at the principal      office of the Joint Venture, or at such other place or places as may be      agreed upon by the Joint Venturers, and shall be fully available to each      Joint Venturer or his duly authorized representative, all at reasonable      times. The books of the Joint Venture shall represent the complete record      and report of business operations, including a balance sheet and income and      expense statements reflecting all receipts and disbursements of the Joint      Venture, and such reports shall be submitted to the Joint Venturers on a      regular basis.\n\n8.   Term of Joint Venture. 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.\n\n9.   Distributions. During the term of the Joint Venture, no interest shall be      allowed to any Joint Venturer upon the amount of his contribution. No Joint      Venturer shall withdraw, transfer or have paid to him in any manner any      part of his capital contribution or account, or any other funds or property      of the Joint Venture without the consent of both Joint Venturers; provided,      however, there may be distributed to the Joint Venturers, from time to      time, so much of the gross income of the Joint Venture as shall not be      needed to defray the necessary and expected costs and expenses of the Joint      Venture business. Distributions may only be made if after any distribution      is made, the Joint Venture assets are in excess of all liabilities of the      Joint Venture. Each distribution shall be made ratably to the Joint      Venturers according to their prorata interest in the Joint Venture as shown      in Section 6.\n\n10.  Internal Revenue Code Election. The Joint Venturers agree and declare that      this association for the carrying on of a joint venture business operation      does not, and is not intended to create a partnership, for either legal or      United States income tax purposes, each Party recognizing that the other is      willing and able to contribute capital, labor, and services for the      operation of a successful joint venture business. Further, each Party      elects under the authority of Section 761(a) of the Internal Revenue Code      of 1986 (the \"Code\"), as amended and all successor statutes, to be excluded      from the application of all of the provisions of Subchapter K of Chapter 1      of the Subtitle A of the Code, and the Parties agree that the election out      of Subchapter K of Chapter 1 of Subtitle A of the Code shall, if necessary,      be manifested by their execution and filing of all appropriate      documentation. The Parties also declare that they are not making any      agreement to undertake any business other than that set forth in this      Agreement; and nothing in this Agreement is to be construed as a limitation      of the powers or rights of either Party to carry on his separate business      for his sole benefit; provided, however, the Parties shall cooperate with      each other according to the terms and spirit of this Agreement in the      performance of their joint venture business operation.\n\n11.  Procedure on Termination and Liquidation. On any termination of the Joint      Venture, its debt shall be paid or provided for in a manner satisfactory to      the Joint Venturers. 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. If any asset is not capable of being distributed on an      undivided basis, the Parties shall agree on a price for such asset and it      shall be distributed to one Party and a corresponding balance, in cash or      property, shall be made of the Joint Venture assets so that each Party      receives his proportionate share of all the Joint Venture assets.\n\n12.  Sale or Purchase of Interest of Joint Venturer Prohibited. 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.\n\n13.  Notice. Any notice which a Joint Venturer shall have occasion to give to      the other Joint Venturer shall be deemed sufficient notice for all purposes      as to its contents if given in writing, hand delivered, by fax, or prepaid      mail, to the address of such Joint Venturer as set out below his signature.\n\n14.  Construction. 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.\n\n15.  Benefit. This Agreement shall be binding on the Joint Venturers and their      respective heirs, successors, executors, administrators, and assigns.\n\n16.  Counterparts. This Agreement may be signed in counterparts and shall be      deemed one original instrument.\n\n\n\n\n\nFor Collectible Concepts Group, Inc.\n\nBy: ____________________________________\n\nIts:  ____________________________________\n\nDate: ___________________________________\n\nFor Pivotal Self Service Tech, Inc. By: ___________________________________\n\nIts: ____________________________________ Date: __________________________________\n\nEXHIBIT A\n\n                     GENERAL RESPONSIBILITIES OF THE PARTIES\n\nCollectible Concepts Group will:\n\n     1)   Obtain any licenses deemed by the Joint Venturers to add value in the           marketing of the Products      2)   Prepare any artwork necessary for the reproduction of licensed or           branded images for the purpose of manufacturing the Products and / or           packaging      3)   In concert with PVSS, appoint appropriate sales agents and / or           representatives and distributors to sell the Products into specific           retail channels      4)   Prepare marketing materials for sales agents', representatives' and           distributors' use in presentations to prospective clients      5)   Engage in any support activities required to promote and sell the           Products      6)   Provide fulfillment services through affiliates for final distribution           of the Products\n\nPivotal Self Service Tech, Inc. will:\n\n     1)   Provide the Products in accordance with the specifications and           quantities and time frames designated by CCGI      2)   Provision any additional Products deemed by the Joint Venturers to be           salable through the channels established by CCGI      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      4)   Provide alternate fulfillment and distribution services of the           Products as backup to those provided by CCGI\n\n                                       40"}]}, {"title": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "SUPPLY AGREEMENT", "answer_start": 292}], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "PcoMed", "answer_start": 551}, {"text": "Integra LifeSciences Corporation", "answer_start": 410}, {"text": "Integra", "answer_start": 410}, {"text": "PcoMed, LLC", "answer_start": 551}], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "15th day of May, 2013", "answer_start": 350}], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "15th day of May, 2013", "answer_start": 350}], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 26277}], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey.", "answer_start": 62360}], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 23300}], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "Neither party shall assign their respective rights under this Agreement without the prior written consent of the other party.", "answer_start": 65714}], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 17949}, {"text": "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 Partially Treated Integra Product Sold by Integra or its Affiliates.", "answer_start": 19035}, {"text": "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.", "answer_start": 18214}, {"text": "Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially Treated Integra Product Sold by Integra or its Affiliates.", "answer_start": 18776}], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 22701}, {"text": "Integra shall use commercially reasonable efforts to Sell Treated Integra Products and Partially Treated Integra Products that generate payments to PcoMed of no less than the Minimum Payments applicable to each Minimum Payment Period.", "answer_start": 21942}, {"text": "the exclusive Rights granted to Integra under Section 3.1 shall, at the option of PcoMed, to be exercised in PcoMed's sole and absolute discretion at any time, convert to a non-exclusive arrangement provided that PcoMed gives Integra written notice of its breach and Integra does not cure such breach within forty-five (45) days following Integra's receipt of such notice.", "answer_start": 25061}, {"text": "Notwithstanding the provisions of Section 3.1, if Integra (i) fails to timely pay any Minimum Payments due under Section 2.4 for any Minimum Payment Period", "answer_start": 24760}, {"text": "PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period.", "answer_start": 22972}, {"text": "Minimum Payments\n\nPERIOD MINIMUM PAYMENT Minimum Payment Period 1 $ *** Minimum Payment Period 2 $ *** Minimum Payment Period 3 $ *** Minimum Payment Period 4 $ *** Minimum Payment Period 5 $ *** Minimum Payment Period 6 $ *** Minimum Payment Period 7 $ ***", "answer_start": 68962}], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 20904}, {"text": "Changes to the *** Run Fee based on increased capacity will be determined upon completion of the appropriate process validations.", "answer_start": 21242}, {"text": "PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations.", "answer_start": 21402}], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": false}, {"answers": [{"text": "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", "answer_start": 48934}, {"text": "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.", "answer_start": 49465}], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [{"text": "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", "answer_start": 48934}, {"text": "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.", "answer_start": 49465}], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 23300}], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 23300}], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": false}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "After early termination of this Agreement (other than a termination based on a breach of Sections 5 or 8 by Integra) and continuing for a period of eighteen (18) months thereafter, Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field, and may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales under this Agreement", "answer_start": 28490}], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 39413}, {"text": "Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense", "answer_start": 39917}], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [{"text": "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).", "answer_start": 57210}], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 56984}, {"text": "PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period", "answer_start": 22972}, {"text": "Integra may offset all costs and expenses covered under (i) above against the Fees as provided in Section 2.2 (c) as its sole and exclusive remedy for the recovery of such costs and expenses.", "answer_start": 58601}], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.1\n\nCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUPPLY AGREEMENT\n\nTHIS SUPPLY AGREEMENT (\"Agreement\") is entered into as of this 15th day of May, 2013 (the \"Effective Date\") by and between Integra LifeSciences Corporation (\"Integra\"), a Delaware corporation with offices at 311 Enterprise Drive, Plainsboro, New Jersey 08536, and PcoMed, LLC (\"PcoMed\"), a Colorado limited liability company with offices at 105 S. Sunset Street, Longmont, Colorado 80501.\n\nRECITALS:\n\nWHEREAS, Integra is a medical device company that is developing and commercializing implantable spinal medical devices and procedures in the field of spinal surgery;\n\nWHEREAS, PcoMed has experience and expertise in the surface modification of medical device materials;\n\nWHEREAS, Integra desires to engage PcoMed to apply certain of its surface technologies onto Integra's implantable spinal medical devices for preclinical, clinical and commercial use and distribution by Integra; and\n\nWHEREAS, PcoMed is willing to apply such surface technologies onto Integra's implantable spinal medical devices and to grant Integra certain exclusive rights to use and commercialize those devices; and\n\nNOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows: 1. DEFINITIONS.\n\nAs used in this Agreement, the following initially capitalized terms, whether used in the singular or plural form, shall have the meanings set forth in this Section 1.\n\n1.1. \"Affiliate\" means any corporation, limited liability company, person or entity that directly or indirectly controls, is controlled by, or is under common control with, a party to this Agreement. For purposes of this Section 1.1, the term \"control\" (with a correlative meaning for \"controlled by\") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the subject corporation, person or entity, whether through the ownership of voting securities, by contract or otherwise.\n\n1.2. \"*** Run\" means a single production run of PcoMed's *** to apply the PcoMed Surface Modification Technology to Integra Products.\n\n1.3. \"*** Run Fee\" means the fee for a single *** Run. The *** Run Fee is exclusive of potential fees for any surface preparation requirements currently performed prior to PcoMed's receipt of Integra Product.\n\n1.4. \"Confidential Disclosure Agreements\" means all Mutual Non-Disclosure Agreements previously or hereafter entered into by certain Integra Affiliates and PcoMed. 1 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\n1.5. \"Confidential Information\" means, whether disclosed in oral, written, graphic, electronic form, or other form, and whether developed by the disclosing party or by others, any confidential, non-public, proprietary information of Integra or PcoMed that is designated by the disclosing party as confidential or secret or that should reasonably be assumed by the receiving party to be confidential or secret. Confidential Information includes, without limitation: (i) specifications, know-how, trade secrets, designs, technical information, drawings, sketches, engineering drawings, work of authorship, software, prototypes, samples, models, business information, marketing information, current products and services, future products and services, proposed products and services, inventions, discoveries, devices, apparatus, equipment, algorithms, business methods, plans, assays, methods, procedures, processes, formulae, protocols, techniques, data, research and development data, experimental work, clinical data, engineering data, manufacturing data, technical or non-technical information, ideas, media, and unpublished patent applications; (ii) personnel and financial information, product cost information, contractual relationships, operational and procedural manuals; (iii) information or data regarding product research and development, including technical, engineering, or production data, test data, or results, information concerning a disclosing party's efforts to acquire, protect, and license proprietary rights, (iv) a disclosing party's price, cost and fee data, pricing and billing policies, forecasts, plans, procurement requirements, and strategies for all aspects of the disclosing party's operations, marketing, and sales, whether or not in effect; and (v) data relating to the type, quality, specifications, and price of the disclosing party's products and/or services received or provided by any customer or vendor.\n\n1.6. \"Derive\" and cognates thereof means to develop, make, invent, discover, create, synthesize, conceive, reduce to practice, design or result from, to be based upon or to otherwise generate (whether directly or indirectly, or in whole or in part).\n\n1.7. \"FDA\" means the United States Food and Drug Administration, or any successor thereto, having the administrative authority to regulate the marketing of pharmaceutical products, biological therapeutic product, delivery systems, and medical devices in the United States.\n\n1.8. \"Field\" means spinal interbody and/or intervertebral surgical methods and procedures, including without limitation, interbody and/or intervertebral fusion and/or spacer procedures and interbody and/or intervertebral spinal arthroplasty procedures.\n\n1.9. \"First Product Order\" means the first purchase order issued by Integra to PcoMed for the production of salable Treated Integra Product or Partially Treated Integra Product.\n\n1.10. \"Integra Customers\" means Third Parties who purchase Treated Integra Products and Partially Treated Integra Products from Integra or its Affiliates and does not include any Integra Affiliates.\"Integra Products\" means any implantable spinal surgery interbody and/or intervertebral medical device designed and/or manufactured by or for Integra. 2\n\n\n\n\n\n1.11. \"Integra Regulatory Data\" means Integra information associated with regulatory procedures relating to Treated Integra Product and/or Partially Treated Integra Product, including bench and animal data, submission data and methodologies, responses of Regulatory Authorities to submissions, information pertaining to such submissions, and additional data generated as required for US Marketing Clearance, EU Marketing Clearance or commercial launch of any Treated Integra Product or Partially Treated Integra Product.\n\n1.12. \"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. The Integra Technology shall include all proprietary ideas in any form and embodied in any media, technical information, ideas, discoveries, knowledge, know-how, skill, experience, concepts, data, processes, procedures, methods, techniques, protocols, formulae, trade secrets, Inventions (whether or not patentable), media, research tools, compositions, software, hardware, instruments, documents, works of authorship, formulations, and other physical, chemical or biological materials and information, including, without limitation, clinical and regulatory strategies, test data (including pharmacological, toxicological and clinical test data), analytical and quality control data, manufacturing, patent, marketing and legal data or descriptions, apparatus, prototypes, devices, chemical formulations, compound compositions of matter, product samples, assays and similar information and Inventions.\n\n1.13. \"Intellectual Property Rights\" means any and all intellectual property and industrial design rights, whether protected, created or arising under the laws of the United States or any other foreign jurisdiction, including the following: (i) patent rights; (ii) copyrights, mask work rights, database rights and design rights, whether or not registered, published or unpublished, and registrations and applications for registration thereof, and all rights therein whether provided by international treaties or conventions or otherwise; (iii) trade secrets and Inventions; (iv) moral rights; and (v) other applications and registrations related to any of the rights set forth in the foregoing clauses (i) through (iv); provided, however, that as used in this Agreement, the term \"Intellectual Property\" expressly excludes rights in trademarks, trade names, service marks, service names, design marks, logos, slogans, trade dress, or similar rights with respect to indicators of origin, whether registered or unregistered, as well as rights in internet domain names, uniform resource locators and e-mail addresses.\n\n1.14. \"Inventions\" means conceptions, ideas, innovations, discoveries, inventions, processes, machines, formulae, formulations, biological materials, molecules, compounds, compositions, improvements, enhancements, modifications, technological developments, know-how, show-how, methods, techniques, systems, designs, production system, plans, source code, object code and documentation pertaining thereto, including, without limitation, functional specifications, object libraries, design documentation, technical documentation, statements of principles of operations, schematics, programmers' guides, and other documentation, data, programs and information and works of authorship, whether or not patentable, copyrightable or susceptible to any other form of legal protection.\n\n1.15. \"Minimum Payment\" means the amounts set forth on Attachment B as payable by Integra to PcoMed in each Minimum Payment Period.\n\n1.16. \"Minimum Payment Period\" has the meaning set forth on attached Attachment B. 3 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\n1.17. \"Net Sales\" means the gross amount of all revenues invoiced and received by Integra and its Affiliates from Integra Customers from the Sale of Treated Integra Products and Partially Treated Integra Products, less the following deductions (to the extent otherwise then or previously included in the gross amounts invoiced and in respect of which no previous deduction was taken): (i) amounts taken or accrued for sales, distributor or other commissions allowed, discounts allowed dealers, trade and/or quantity and cash discounts; (ii) refunds, rebates, chargebacks, replacements or credits and allowances actually allowed or granted to purchasers on account of contractual obligations, rejections, returns, or billing errors and for uncollectible amounts (except to the extent later collected) on Sales; (iii) sales, use and/or other excise taxes, import and/or export duties paid, tariffs, and any other governmental tax or charge (except income taxes) imposed on or at the time of production, importation, use, or sale of the Treated Integra Product or Partially Treated Integra Product, including any value added taxes, and taxes on medical devices; (iv) shipping insurance costs and prepaid transportation and/or freight charges. Net Sales shall exclude any amounts Integra or its Affiliates receive for Treated Integra Product or Partially Treated Integra Product that are used for clinical trials required or reasonably deemed to be desirable for Regulatory Approval or additional product indications in any country.\n\n1.18. \"Non-Treated Integra Product\" means an Integra Product that does not utilize or embody, in whole or in part, the PcoMed Surface Modification Technology.\n\n1.19. \"Notice of Initial Acceptance of First Product Order\" means Integra's acceptance of the Treated Integra Product or Partially Treated Integra Product pursuant to the First Product Order. 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.\n\n1.20. \"Partially Treated Integra Product\" means an Integra Product that (i) utilizes or embodies, in whole or in part, the PcoMed Surface Modification Technology and (ii) a portion of which (not including radiographic or radiopaque markers) is formed from a material other than PEEK or PAEK and does not utilize or embody the PcoMed Surface Modification Technology.\n\n1.21. \"PcoMed Regulatory Data\" means PcoMed information associated with regulatory procedures relating to the PcoMed Surface Modification Technology, including bench and animal data, submission data and methodologies, responses of Regulatory Authorities to submissions, information pertaining to such submissions, and additional data generated as required for US Marketing Clearance, EU Marketing Clearance or commercial launch of a product using or embodying the Surface Modification Technology.\n\n1.22. \"PcoMed Surface Modification Technology\" means a proprietary PcoMed osteoconductive commercially pure titanium *** molecular surface modification of PEEK (polyetheretherkeytone), PEKK (polyetherkeytonekeytone), and/or PAEK (polyaryletherkeytone) materials as illustrated in Attachment A.\n\n1.23. \"PcoMed Technology\" means any technology owned, licensed or controlled by PcoMed as of the Effective Date, including the (i) PcoMed Surface Modification Technology and (ii) coating, surface, application, surface modification and pretreatment technology and knowhow, and all technology Derived by PcoMed during or after the Term, 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 solely to or Derived solely from Integra Technology. The PcoMed Technology includes all proprietary ideas in any form and embodied in any media, technical information, ideas, discoveries, knowledge, know-how, skill, experience, 4 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\nconcepts, data, processes, procedures, methods, techniques, protocols, formulae, trade secrets, Inventions (whether or not patentable), media, research tools, compositions, software, hardware, instruments, documents, works of authorship, formulations, and other physical, chemical or biological materials and information, including, without limitation, clinical and regulatory strategies, test data (including pharmacological, toxicological and clinical test data), analytical and quality control data, manufacturing, patent, marketing and legal data or descriptions, apparatus, prototypes, devices, chemical formulations, compound compositions of matter, product samples, assays and similar information and Inventions.\n\n1.24. \"Regulatory Approval\" means, with respect to a country in the Territory, all approvals, licenses, registrations, or authorizations by an applicable Regulatory Authority necessary to import, commercialize, transport, store, market and sell Treated Integra Product and/or Partially Treated Integra Product in such country, including labeling, pricing, or reimbursement approvals.\n\n1.25. \"Regulatory Authority\" means the FDA in the United States, and the equivalent regulatory authority or governmental entity having the responsibility, jurisdiction, and authority to approve the to importation, commercialization, transport, storage, marketing and sale of the Treated Integra Product or Partially Treated Integra Product in any country or jurisdiction outside of the United States.\n\n1.26. \"Sale\" or \"Sales\" or \"Sell\" or \"Sold\" means the transfer or disposition by Integra or its Affiliates of a Treated Integra Product or a Partially Treated Integra Product for value to Integra Customers in the Territory\n\n1.27. \"Territory\" means worldwide, during the thirty six (36) month period following Notice of Initial Acceptance of First Product Order. Thereafter, \"Territory\" may exclude the People's Republic of China (\"PRC\"), to the extent that Integra has had no sales of Treated Integra Products in that country. In the event that Integra has had no such sales, PcoMed shall give sixty (60) days advance written notice of PcoMed's intent to utilize a third party to market the PcoMed Surface Modification Technology in the PRC .\n\n1.28. \"Third Party\" means any entity or person other than (i) Integra and its Affiliates, or (ii) PcoMed and its Affiliates.\n\n1.29. \"Treated Integra Product\" means an Integra Product that utilizes or embodies, in whole or part, the PcoMed Surface Modification Technology, excluding Partially Treated Integra Product.\n\n1.30. \"US Marketing Clearance\" means Regulatory Approval of a Treated Integra Product or Partially Treated Integra Product for use in the Field in the United States. 2. CONSIDERATION.\n\n2.1. Milestone Payments.\n\n(a) First Payment. Integra shall pay PcoMed $*** ( *** US dollars) upon full execution of this Agreement.\n\n(b) Second Payment. Integra shall pay PcoMed $*** ( *** US dollars) within 30 days after Notice of Initial Acceptance of First Product Order. Integra shall place the First Product Order within sixty (60) days of the Effective Date of this Agreement. 5 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\n2.2. Fees.\n\n(a) Treated Integra Products. 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. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of the Treated Integra Product, not at the time of PcoMed's production of the Treated Integra Product.\n\n(b) Partially Treated Integra Products. Subject to Section 2.2(c), for so long as Agreement has not been converted to a non-exclusive arrangement pursuant to Section 3.2, Integra shall pay PcoMed a Fee of ***% of Net Sales of all Partially 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 Partially Treated Integra Product Sold by Integra or its Affiliates. The Fee rate payable shall be determined based on whether this Agreement is exclusive or non-exclusive at the time of Integra's Sale of Partially Treated Integra Product, not at the time of PcoMed's production of the Partially Treated Integra Product.\n\n(c) Fee Adjustment. The Fees may be subject to reduction according to the provisions of Sections 8.5 and 10.1. If it becomes necessary for Integra to settle a Third Party patent infringement suit covered by Section 10.1 (i), solely because of any action or omission of PcoMed or because of Third Party claims against PcoMed Surface Modification Technology and/or such settlement involves obtaining a license from a Third Party, in order to make, have made, import, export, use, offer for Sale, or Sell a Treated Integra Product or a Partially Treated Integra Product in the Field, then Integra may offset, dollar for dollar, against Fees up to *** percent (***%) of Integra's reasonable, out-of-pocket expenses, costs, fees (including reasonable attorneys' fees), and other consideration related to the investigation, negotiation and settlement paid by Integra to such Third Party to obtain such settlement or license with respect to the PcoMed Surface Modification Technology.\n\nThe parties agree that, to the extent Fees are reduced pursuant to this Agreement, for purposes of determining the contribution toward the Minimum Payments, the Fee shall be counted as if it had not been reduced.\n\n(d) Payment. All Fees shall be due and payable quarterly as provided in Section 6.1.\n\n2.3. *** Run Fees.\n\n(a) For Distribution. 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. PcoMed and Integra will make commercially reasonable efforts to increase the *** Run capacity. Changes to the *** Run Fee based on increased capacity will be determined upon completion of the appropriate process validations.\n\n(b) For Regulatory Purposes. PcoMed will not charge *** Run Fees for reasonable quantities, not to exceed *** units or four *** Runs, of Treated Integra Products or Partially Treated Integra Product and test samples required to complete US Marketing Clearance and/or EU Marketing Clearance testing and validations. 6 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\n(c) Payment. *** Run Fees shall be due and payable within thirty (30) days of each *** Run.\n\n2.4. Minimum Payments. Integra shall use commercially reasonable efforts to Sell Treated Integra Products and Partially Treated Integra Products that generate payments to PcoMed of no less than the Minimum Payments applicable to each Minimum Payment Period. The Minimum Payment applicable to each Minimum Payment Period shall be due annually on or before 45 days after the last day of each Minimum Payment Period. The Minimum Payment may be satisfied either by payments of the Fees paid pursuant to Sections 2.2 and 2.3, or by the sum of Fees paid and an additional elective cash payment from Integra to PcoMed. It shall remain in Integra's sole discretion whether or not to satisfy the Minimum Payment for any Minimum Payment Period by making an additional elective cash payment.\n\nIn 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. PcoMed's conversion right is PcoMed's sole and exclusive remedy for Integra's failure to satisfy the Minimum Payment for any Minimum Payment Period. Integra shall have no liability at any time to PcoMed for Integra's failure to pay the Minimum Payment. 3. GRANT OF EXCLUSIVITY COMMERCIALIZATION\n\n3.1. Grant of Exclusive Rights. 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. Nothing herein grants any rights to Integra (i) to manufacture any products using the PcoMed Surface Modification Technology or (ii) to sell or commercialize any products utilizing the PcoMed Surface Modification Technology other than the Integra Products for use in the Field in the Territory. Neither PcoMed nor its Affiliates shall sell or offer for sale, or grant rights under the PcoMed Surface Modification Technology to any Third Party in the Field in the Territory for products that utilize or embody the PcoMed Surface Modification Technology. Except as expressly stated in the preceding sentence, PcoMed shall not be subject to any restriction under this Agreement with regard to the PcoMed Surface Modification Technology. Without limiting the foregoing or Section 8.3 below, the exclusive nature of the Rights shall not in any way limit PcoMed from making, having made, using, selling or offering for sale products and/or services that do not utilize or embody the PcoMed Surface Modification Technology.\n\n3.2. Conversion of Rights to Non-Exclusive. Notwithstanding the provisions of Section 3.1, if Integra (i) fails to timely pay any Minimum Payments due under Section 2.4 for any Minimum Payment Period or (ii) fails to make the payments described in Sections 2.1, 2.2, or 2.3 when due, or otherwise defaults under any provision of this Agreement, the exclusive Rights granted to Integra under Section 3.1 shall, at the option of PcoMed, to be exercised in PcoMed's sole and absolute discretion at any time, convert to a non-exclusive arrangement provided that PcoMed gives Integra written notice of its breach and Integra does not cure such breach within forty-five (45) days following Integra's receipt of such notice. 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.\n\n3.3. Exclusive Coating. Integra (i) shall not apply or have applied any other coating to any Integra Products treated with the PcoMed Surface Modification Technology, unless that coating is for the sole purpose of identification or sterilization and (ii) shall not process the PcoMed Surface Modification Technology in any way that will adversely affect its integrity or performance. 7 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\n4. TERM AND TERMINATION.\n\n4.1. Initial Term. 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.\n\n4.2. Right to Renew. 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.\n\n4.3. Termination for Cause. Without limiting the other rights to terminate set forth in this Agreement, this Agreement may be terminated by either party as follows:\n\n(a) Material Breach. In the event that a party materially defaults under or materially breaches any of the provisions of this Agreement, the other party shall have the right to terminate this Agreement upon 60 days' prior written notice, unless such material default or breach is cured during such 60-day period (or in the event any breach is incapable of being cured in such time period, the other party presents a plan to attempt cure of such breach and prevent similar breaches, which plan is reasonably acceptable to the terminating party), in which event this Agreement shall continue in full force and effect.\n\n(b) Bankruptcy. If a party institutes for its protection or is made a defendant in any proceeding under bankruptcy, insolvency, reorganization or receivership law, or such party is placed in receivership, makes an assignment for benefit of creditors or is unable to meet its debts in the regular course of business, the other party may elect to terminate this Agreement immediately by written notice to the first party without prejudice to any right or remedy the other party may have, including damages for breach.\n\n4.4. Effects of Termination.\n\n(a) Obligations Accruing Prior to Termination. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination.\n\n(b) Termination of Rights. Subject to Section 4.-4(c), upon expiration or termination of this Agreement, the Rights and all rights of either party hereunder shall immediately cease and terminate.\n\n(c) Transition. After early termination of this Agreement (other than a termination based on a breach of Sections 5 or 8 by Integra) and continuing for a period of eighteen (18) months thereafter, Integra and its Affiliates may Sell any Treated Integra Product and Partially Treated Integra Product in its inventory in the Field, and may, with respect to all components which, prior to the effective date of termination, were ordered or manufactured with the anticipation of being included as Treated Integra Product or Partially Treated Integra Product, complete their manufacture and sell them as though they had been inventory on the effective date of termination, subject to payment of all amounts payable to PcoMed for such Sales under this Agreement.\n\n(d) Survival. The following provisions of this Agreement and all defined terms shall survive termination of this Agreement for any reason: Sections 2.1, 2.2, 2.3, 4.4(c), 5, 6, 7, 8, 9, 10 and 12. 8\n\n\n\n\n\n5. CONFIDENTIALITY.\n\n5.1. Confidential Information. Except to the extent expressly authorized by this Agreement or otherwise agreed to in writing by the parties, each party agrees that, for the term of this Agreement and for 20 years thereafter, it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement any Confidential Information furnished to it by the other party pursuant to this Agreement, except that the foregoing shall not apply to any information for which the receiving party can demonstrate that such information: (i) was already known to the receiving party, other than under an obligation of confidentiality, at the time of disclosure by the other party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving party; (iii) later became part of the public domain through no act or omission of the receiving party; (iv) was disclosed to the receiving party by a Third Party who had no obligation to the disclosing party not to disclose such information to others; (iv) was independently developed by a person having no knowledge of or access to the disclosing party's Confidential Information; or (v) is an Authorized Disclosure under Section 5.3 below.\n\n5.2. Ownership of Confidential Information. Confidential Information relating to the PcoMed Technology is PcoMed's Confidential Information. Confidential Information relating to the Integra Technology is Integra's Confidential Information. PcoMed's Confidential Information and Integra's Confidential Information will include all Confidential Information as such term is defined in Section 1.6.\n\n5.3. Authorized Disclosure.\n\n(a) Authorized Disclosure. Except as expressly agreed to in writing by Integra or as permitted by this Agreement, PcoMed shall keep Integra Technology and all Integra Confidential Information confidential. Except as expressly agreed to in writing by PcoMed or as permitted by this Agreement, Integra shall keep PcoMed Technology and all PcoMed Confidential Information confidential. Each party may disclose the other party's Confidential Information to the extent such disclosure is reasonably necessary for the following reasons: (i) regulatory filings, including filings with the U.S. Securities Exchange Commission and Regulatory Authorities; (ii) prosecuting or defending litigation provided the Confidential Information is under seal or protective order; and (iii) complying with applicable governmental regulations and legal requirements.\n\n(b) Notice of Disclosure. Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party's Confidential Information pursuant to this Section it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use best efforts to secure confidential treatment of such information. In any event, the parties agree to take all reasonable actions to avoid any unauthorized use or disclosure of Confidential Information hereunder.\n\n5.4. Employees; Agents. Each party shall ensure that each of its Affiliates and each employee, director, officer, consultant, or other agent of it or of its Affiliates (collectively \"Agents\"), who has access to Confidential Information of the other party is bound to obligations of confidentiality and non-use substantially similar in scope to those set forth herein Each party agrees that any disclosure or distribution of the other party's Confidential Information within its own organization shall be made only as is reasonably necessary to carry out the intent of this Agreement.\n\n5.5. Regulatory Submissions of Integra Regulatory Data. During the Term, Integra shall provide all Integra Regulatory Data directly to the relevant Regulatory Authority within the required timeframes. PcoMed is expressly not authorized to disclose Integra Confidential Information directly to 9\n\n\n\n\n\nany Regulatory Authority unless such disclosure is authorized in writing by Integra, except in the following circumstances:\n\n(a) where PcoMed is required by regulation or other legal requirement to disclose such information;\n\n(b) as part of a complaint filing concerning a Treated Integra Product or a Partially Treated Integra Product;\n\n(c) as part of an FDA audit response; or\n\n(d) as otherwise required or permitted by this Agreement.\n\n5.6. Regulatory Submissions of PcoMed Regulatory Data. PcoMed shall provide all PcoMed Regulatory Data directly to the relevant Regulatory Authority within the required timeframes. Integra is expressly not authorized to disclose PcoMed Confidential Information directly to any Regulatory Authority unless such disclosure is authorized in writing by PcoMed, except in the following circumstances:\n\n(a) where Integra is required by regulation or other legal requirement to disclose such information,\n\n(b) as part of a complaint filing concerning a Treated Integra Product or a Partially Treated Integra Product;\n\n(c) as part of an FDA audit response; or\n\n(d) as otherwise required or permitted by this Agreement\n\n5.7. Injunctive Relief. The parties expressly acknowledge and agree that any breach or threatened breach of this Section 5 may cause immediate and irreparable harm to the owner of the Confidential Information which may not be adequately compensated by damages. Each party therefore agrees that in the event of such breach or threatened breach and in addition to any remedies available at law, the party that owns the Confidential Information shall have the right to seek equitable and injunctive relief, in connection with such a breach or threatened breach, without posting bond.\n\n5.8. Terms of Agreement Confidential. The parties agree that the terms of this Agreement are confidential and shall not be disclosed by either party to any Third Party (except to a party's professional advisors) without advance written permission of the other party, subject to the following: (i) either party may make any filings of this Agreement required by law or regulation in any country so long as such party uses its reasonable efforts to obtain confidential treatment for portions of this Agreement as available, consults with the other party, and permits the other party to participate, to the extent practicable, in seeking a protective order or other confidential treatment; (ii) either party may disclose the terms of this Agreement to a Third Party (and its professional advisors) when such disclosure is reasonably necessary in connection with (A) the grant of a license or sublicense to such Third Party, (B) prosecuting or defending litigation, (C) an actual or potential merger, 10\n\n\n\n\n\nacquisition, placement, investment, or other such transaction with such Third Party, or (D) the sale of securities to or other financing from such Third Party or a financing underwritten by such Third Party, in which case disclosure may be made to any person or entity to whom such Third Party sells such securities (and its professional advisers); (iii) advance written permission for disclosure will not be required when a party is ordered to disclose information concerning the Agreement by a competent tribunal or such disclosures are required by law, regulation, or stock exchange rules, except that such party shall make all reasonable efforts to limit any disclosure as may be required in the course of legal proceedings by entry of an appropriate protective and confidentiality order, and shall provide the other party with as much advance notice of such circumstances as is reasonably practical.\n\n5.9. Return of Materials. 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. 6. PAYMENT AND ACCOUNTING.\n\n6.1. Payment Terms and Reports. Payments due under Section 2.2 shall be payable to PcoMed by Integra on a quarterly basis within 45 days following the end of each calendar quarter. Each such payment shall be accompanied by a statement setting forth in reasonable detail (i) the number and type of Treated Integra Product and Partially Treated Integra Product sold and the Net Sales applicable thereto, (ii) a breakdown of all the components of Net Sales for the determination of payments due under Sections 2.2 (the numbers may be and type of products may be stated in the aggregate and not by customer and are not required to be detailed by geographic area unless Fee rates are different in different geographic areas). Treated Integra Product and/or Partially Treated Integra Product shall be considered as being sold for the purpose of the calculation of payments due under Sections 2.2 when the payments for the Treated Integra Product and/or Partially Treated Integra Product are received by Integra or its Affiliates from a Third Party. All payments to be made under this Agreement shall be paid in United States dollars. Net Sales of Treated Integra Product and/or Partially Treated Integra Product and fees in currencies other than United States dollars shall be first determined in the currency of the country in which they are earned and shall be converted (for the purpose of calculation only) in accordance with generally accepted accounting principles for financial reporting in the United States.\n\n6.2. Records and Audits. Integra shall keep and maintain accurate records and documentation pertaining to Net Sales of Treated Integra Product in sufficient detail to permit PcoMed to calculate payments due hereunder. Integra shall retain such records and documentation for a period that is consistent with its Records Retention Policy. 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. Said accountant shall enter into a confidentiality agreement with Integra and shall not disclose to PcoMed any information except that which is necessary to determine whether PcoMed has received all amounts due to it from Integra. Such inspections shall be made no more than once each calendar year during ordinary business hours and on reasonable prior notice and shall be at PcoMed's sole cost and expense. PcoMed shall report the results of any such audit to Integra within 60 days of completion and provide a copy of such audit 11\n\n\n\n\n\nto Integra. The results of any such audit shall be the Confidential Information of Integra. To the extent that such audit reveals any underpayments by Integra, Integra shall pay to PcoMed the amount of shortfall within 60 days from the date on which the parties actually agreed on the amount of the shortfall, or, in the event the parties do not reach agreement on the shortfall, the date a court issues a judgment finally resolving the matter.\n\n6.3. Taxes. PcoMed shall pay any and all taxes levied on account of payments it receives under this Agreement. Integra shall pay, or cause to be paid, any and all taxes required to be paid or withheld on any Sales, supply or other transfers for value of Treated Integra Product and/or Partially Treated Integra Product (other than taxes imposed on the income or revenues of PcoMed). All amounts due hereunder shall be without deduction of exchange, collection or other charges, provided that if Integra is required to withhold and pay on behalf of PcoMed any income or other similar tax with respect to the amounts payable under this Agreement, Integra shall deduct such tax payments from and offset against any said payments prior to remittance to PcoMed; and further provided that in regard to any tax so deducted, Integra shall give to PcoMed such assistance as may reasonably be necessary to enable PcoMed to claim exemption therefrom and credit therefor, and in each case shall furnish PcoMed proper evidence of the taxes paid on PcoMed's behalf, provided that Integra shall not be required to incur any out-of-pocket expenses or costs. 7. REPRESENTATIONS AND WARRANTIES\n\n7.1. Mutual Representations and Warranties. Each party represents and warrants as to itself the following:\n\n(a) Corporate Power. Such party is duly organized and validly existing under the laws of the state of its organization and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof.\n\n(b) Due Authorization. Such party is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder. The person executing this Agreement on such party's behalf has been duly authorized to do so by all requisite corporate action.\n\n(c) Binding Agreement. The execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor, to the party's knowledge, does it violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.\n\n7.2. PcoMed's Representations and Warranties. PcoMed hereby represents and warrants to Integra as follows:\n\n(a) Sole Owner; No Prior Grant. Except as disclosed to Integra, PcoMed is the sole holder of all legal and equitable right, title and interest in and to the PcoMed Technology. PcoMed has not assigned any of its right, title or interest in or to the Inventions disclosed in the PcoMed Surface Modification Technology. 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. PcoMed currently holds valid and effective assignments of all inventors' rights to all the inventions covered by the PcoMed Surface Modification Technology. No Third Party has any right, title or interest in or to the PcoMed Surface Modification Technology. No unnamed inventor has any valid claim to any rights to the inventions contained in the PcoMed Surface Modification Technology and all named inventors are properly named as such.\n\n(b) No Asserted Infringement. To PcoMed's knowledge after diligent investigation, (i) the PcoMed Surface Modification Technology does not include any trade secret, confidential information, or know-how of such Third Party that has been misappropriated or improperly used or disclosed, or (ii) the application of the PcoMed Surface Modification Technology to Integra Products or the offer, Sale and use of Treated Integra Products or Partially Treated Integra Products will not infringe a Third Party's patent rights because of the PcoMed Surface Modification Technology being applied thereto or practiced thereby. 12\n\n\n\n\n\n(c) No Litigation. There is no suit, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to PcoMed's knowledge, threatened against (i) PcoMed's consummation of the transactions described herein, or (ii) PcoMed respecting the PcoMed Surface Modification Technology. To PcoMed's knowledge, there are no claims, judgments or settlements involving PcoMed and relating to the PcoMed Surface Modification Technology or the manufacture, use or Sale of any products using the PcoMed Surface Modification Technology, and no pending claims, litigation or proceedings against PcoMed relating to the PcoMed Surface Modification Technology, PcoMed Technology or the manufacture, use or Sale of products using the PcoMed Surface Modification Technology.\n\n(d) No Approvals. No approval or consent of any person, court or governmental agency is required in connection with PcoMed's execution and delivery of this Agreement and the performance of its obligations hereunder. There are no outstanding liens, encumbrances, Third Party rights, agreements or understandings of any kind, either written or oral, express of implied, regarding the the PcoMed Technology that are inconsistent or conflict with any provision of this Agreement.\n\n(e) 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.\n\n7.3. Integra's Representations and Warranties. Integra hereby represents and warrants to PcoMed as follows:\n\n(a) Sole Owner; No Prior Grant. Integra is the sole holder of all legal and equitable right, title and interest in and to the Integra Technology. Integra has not assigned any of its right, title or interest in or to the Inventions disclosed in the Integra Technology. Integra has not granted to a Third Party any license under the Integra Technology that is inconsistent with, or otherwise restricts, this Agreement. Integra currently holds valid and effective assignments of all inventors' rights to all the inventions covered by the Integra Technology. No Third Party has any right, title or interest in or to the Integra Technology. No unnamed inventor has any valid claim to any rights to the inventions contained in the Integra Technology and all named inventors are properly named as such.\n\n(b) No Asserted Infringement. To Integra's knowledge after diligent investigation, (i) the Integra Technology does not include any trade secret, confidential information, or know-how of such Third Party that has been misappropriated or improperly used or disclosed and, (ii) to the best of Integra's knowledge, the Sale of Treated Integra Products or Partially Treated Integra Products will not infringe any currently known Third Party patent rights.\n\n(c) No Litigation. There is no suit, arbitration or legal, administrative or other proceeding or governmental investigation pending or, to Integra's knowledge, threatened against (i) Integra's consummation of the transactions described herein, or (ii) Integra respecting the Integra Technology. To Integra's knowledge, there are no claims, judgments or settlements involving Integra and relating to the Integra Technology or the manufacture, use or Sale of any products using the Integra Technology, and no pending claims, litigation or proceedings against Integra relating to the Integra Technology or the manufacture, use or Sale of products using the Integra Technology.\n\n(d) No Approvals. No approval or consent of any person, court or governmental agency is required in connection with Integra's execution and delivery of this Agreement and the performance of its obligations hereunder. There are no outstanding liens, encumbrances, Third Party rights, agreements or understandings of any kind, either written or oral, express of implied, regarding the the Integra Technology that are inconsistent or conflict with any provision of this Agreement. 13 *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\n8. INTELLECTUAL PROPERTY OWNERSHIP; PROSECUTION, ENFORCEMENT.\n\n8.1. Ownership. All PcoMed Technology shall remain the property of PcoMed, and all Integra Technology shall remain the property of Integra. 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. 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.\n\n8.2. Inventions. All Inventions and Intellectual Property Rights that relate primarily to the PcoMed Technology Derived during the Term of this Agreement shall remain as the sole and exclusive property of PcoMed.\n\n8.3. Reservation of Rights. Nothing in this Agreement shall be construed as granting to any party any right, title or interest in or to or under any Intellectual Property Rights or Inventions of the other party, other than as expressly agreed by the parties in writing in this Agreement. All rights not specifically granted herein are reserved to the applicable party, which may at all times fully and freely exercise the same except as otherwise restricted herein.\n\n8.4. Filing, Prosecution, and Maintenance of PcoMed Surface Modification Technology. PcoMed shall at all times, at its sole election and expense, have the exclusive and sole right to file patent applications covering the PcoMed Surface Modification Technology in its own name. If PcoMed elects to file patent applications covering the PcoMed Surface Modification Technology, PcoMed shall be responsible for diligently prosecuting and maintaining, at its sole expense, such patent applications and patents issuing thereon. PcoMed shall retain patent counsel of its choosing in connection with the performance of its obligations under this Section. PcoMed shall keep Integra reasonably informed of its patent prosecution activities with respect to the PcoMed Surface Modification Technology.\n\n8.5. Enforcement against Third Parties.\n\n(a) Notice. If either party learns of the actual, suspected, threatened or likely infringement or misappropriation of any of the PcoMed Surface Modification Technology, or any of the Integra Technology, then that party shall give written notice thereof to the other party and shall provide the other party with any evidence of such infringement or misappropriation in its possession.\n\n(b) Infringement Not Relating Solely to PcoMed Surface Modification Technology. (i) Integra shall have the sole right, but shall be under no obligation, to take any action to enforce any suspected or actual infringement, misappropriation or other unauthorized use of Intellectual Property Rights relating to Treated Integra Products or Partially Treated Integra Products where such infringement, misappropriation or other unauthorized use does not relate exclusively to the PcoMed Technology. If Integra does not have standing without PcoMed joining the action, PcoMed shall join the action at Integra's expense. 14\n\n\n\n\n\n(c) Infringement Relating Exclusively to PcoMed Surface Modification Technology. (i) PcoMed shall have the first and primary right, but shall be under no obligation, to take any action to enforce any suspected or actual infringement, misappropriation or other unauthorized use of Intellectual Property Rights relating to Treated Integra Products or Partially Treated Integra Products to the extent that such infringement, misappropriation or other unauthorized use relates exclusively to the PcoMed Surface Modification Technology. (ii) 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. (iii) Integra may elect to join as a party in PcoMed's action at Integra's expense; provided, however, that if PcoMed does not have standing without Integra joining the action, Integra shall join the action at PcoMed's expense. (iv) If PcoMed does not notify Integra of its desire to take action within ninety (90) days after written request by Integra to do so, or PcoMed agrees to take action and fails to resolve or bring suit to enforce any suspected or actual infringement, misappropriation or other unauthorized use within six months thereafter, then Integra may, but shall be under no obligation to, and at its own cost, require PcoMed to take such enforcement action as Integra deems necessary. If PcoMed takes any such enforcement action, Integra shall reimburse PcoMed for all of its reasonable expenses, costs, and fees, including reasonable attorney fees, incurred in connection therewith, except as provided in Section 8.5(d)(i). Any such reimbursement shall be deducted from the Fees payable by Integra pursuant to Section 2.2 hereof.\n\n(d) Disagreements; Procedures. (i) Whichever party takes or controls an enforcement action under this Section 8.4 shall be entitled to reimburse itself first out of any sums recovered in such suit or in settlement thereof for all costs and expenses, including reasonable attorneys' fees, involved in the prosecution of such action. Any amount remaining after this reimbursement shall be used to reimburse the other party for all costs and expenses, including reasonable attorney's fees, if any, involved in its participation in such action. Any amounts thereafter remaining shall be split in proportion to the damages from the suspected or actual infringement, misappropriation or other unauthorized use reasonably attributable to the PcoMed Surface Modification Technology versus the damages from the suspected or actual infringement, misappropriation or other unauthorized use reasonably not attributable to the PcoMed Surface Modification Technology.\n\nAny and all of Integra's reasonable expenses, costs and fees (including reasonable attorneys' fees) incurred by Integra in the investigation, commencement, pursuit, enforcement, defense and settlement of any infringement related exclusively to the PcoMed Surface Modification Technology that are not reimbursed as provided above, shall be fully creditable, dollar for dollar, against the Minimum Payments or Fees that would otherwise be due and owing hereunder. 15\n\n\n\n\n\n(ii) In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the PcoMed Surface Modification Technology shall be brought against Integra as a result of any enforcement action taken by Integra, Integra shall be responsible for defending such action; provided, however, that within thirty (30) days after commencement of such action, PcoMed shall have the right to intervene and take over the sole defense of the action at its own expense. In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Integra Technology shall be brought against PcoMed as a result of any enforcement action taken by PcoMed, PcoMed shall be responsible for defending such action; provided, however, that within thirty (30) days after commencement of such action, Integra shall have the right to intervene and take over the sole defense of the action at its own expense. Notwithstanding the foregoing, in the event that a declaratory judgment action is brought against one or both of the parties alleging invalidity or noninfringement of PcoMed Technology and Integra Technology, PcoMed and Integra shall each have the right to participate in the defense of the action at its own expense. 9. LIMITATION OF LIABILITY.\n\n9.1. Limitation of 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. 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). 10. INDEMNIFICATION.\n\n10.1. PcoMed's Indemnification. PcoMed shall indemnify and defend Integra and its Affiliates, and the directors, officers, members, employees, counsel , agents and representatives of Integra and its Affiliates, and the successors and assigns of any of the foregoing (the \"Integra Indemnitees\"), and hold the Integra Indemnitees harmless from and against any and all claims, demands, actions, liabilities, damages, losses, judgments, costs or expenses (including interest and penalties and reasonable attorneys' fees and professional fees and expenses of litigation) (collectively, \"Claims\") arising out of, in connection with, or resulting from any and all claims incurred by or asserted against Integra Indemnitees for (i) infringement of any patent or other proprietary rights arising solely from or occurring as a result of the manufacture, sale, offer to sell, importation and/or use of PcoMed Surface Modification Technology; (ii) any and all breaches of the representations and warranties of this Agreement by PcoMed; and (iii) product defects or liability associated with the PcoMed Surface Modification Technology. Integra may offset all costs and expenses covered under (i) above against the Fees as provided in Section 2.2 (c) as its sole and exclusive remedy for the recovery of such costs and expenses.\n\n10.2. Integra's Indemnification. Integra shall indemnify and defend PcoMed and its Affiliates, and the directors, officers, members, employees, counsel , agents and representatives of PcoMed and its Affiliates, and the successors and assigns of any of the foregoing (the \"PcoMed 16\n\n\n\n\n\nIndemnitees\"), and hold the PcoMed Indemnitees harmless from and against any and all claims, demands, actions, liabilities, damages, losses, judgments, costs or expenses (including interest and penalties and reasonable attorneys' fees and professional fees and expenses of litigation) (collectively, \"Claims\") asserted by third parties and arising out of, in connection with, or resulting from any and all claims incurred by or asserted against PcoMed for (i) infringement of any patent or other proprietary rights arising from or occurring as a result of the manufacture, sale, offer to sell, importation and/or use of Integra Technology; (ii) any and all breaches of the representations and warranties of this Agreement by Integra; and (iii) any product defects or liability associated with any Integra Products except that arising solely from the PcoMed Surface Modification Technology. 11. USE OF NAMES.\n\n11.1. Names and Trademarks. Each party agrees not to use or reference the name of the other party, or the other party's logos or trademarks in any advertising, sales promotion, press release or other communication relating to this Agreement without obtaining such party's prior written consent. Notwithstanding the foregoing, a party may use or reference such information to the extent reasonably necessary for (i) regulatory filings, including filings with the U.S. Securities Exchange Commission and Regulatory Authorities, (ii) prosecuting or defending litigation, or (iii) complying with applicable governmental regulations and legal requirements. Notwithstanding the foregoing, Integra shall have the right to indicate that the Treated Integra Products and Partially Treated Integra Products were partly manufactured by PcoMed. 12. MISCELLANEOUS.\n\n12.1. Notices. Any notice, request, instruction or other document required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given (i) if mailed with the United States Postal Service by prepaid, first class, certified mail, return receipt requested, at the time of receipt by the intended recipient, (ii) if sent by Federal Express, Airborne, or other overnight carrier, signature of delivery required, at the time of receipt by the intended recipient, (iii) if sent by facsimile transmission, when so sent and when receipt has been acknowledged by appropriate telephone or facsimile receipt, or (iv) if hand-delivered, at the time of receipt by the intended recipient, addressed as follows: (a) For Integra:\n\nBrian Larkin, President, Global Spine and Orthobiologics Integra LifeSciences Corporation 311 Enterprise Drive Plainsboro, New Jersey 08536\n\nPatricia Jacobson, Corporate Counsel Integra LifeSciences Corporation 2302 La Mirada Drive Vista, CA 92081\n\nGeneral Counsel Integra LifeSciences Corporation 311 Enterprise Drive Plainsboro, NJ 08536 17\n\n\n\n\n\n(b) For PcoMed:\n\nSteve Jacobs CEO PcoMed, LLC. 105 S. Sunset St. Suite O Longmont, CO 80501\n\nWith required copy to:\n\nAlan Keeffe Sherman & Howard LLC 675 Snapdragon Way Suite 350 Steamboat Springs, CO 80477\n\n12.2. Compliance with Laws. Each party shall comply with all applicable federal, state and local laws and regulations in connection with its activities pursuant to this Agreement.\n\n12.3. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey.\n\n12.4. Dispute Resolution. In the event of any controversy or claim relating to, arising out of or in any way connected to any provision of this Agreement (a \"Dispute\"), either Party may, by notice to the other Party, have such dispute referred to their respective senior officials designated below or their successors, for attempted resolution by good faith negotiations within 30 days after such notice is received. Any Dispute that is not resolved through such negotiations may be referred to binding arbitration in Denver, Colorado with the Judicial Arbiter Group as part of a 3 person panel, with costs borne separately by each party, to be conducted in accordance with the rules of the American Arbitration Association. (a) For Integra:\n\nBrian Larkin President, Global Spine and Orthobiologics Integra LifeSciences Corporation 311 Enterprise Drive Plainsboro, New Jersey 08536 (b) For PcoMed:\n\nSteven Jacobs CEO PcoMed, LLC. 105 S. Sunset St. Suite O Longmont, CO 80501 18\n\n\n\n\n\n12.5. No Waiver. Failure of any party to enforce a right under this Agreement shall not act as a waiver of that right or the ability to assert that right unless such party has signed an express written waiver as to a particular matter for a particular period of time.\n\n12.6. Severability. If any provision of this Agreement shall be found by a court of competent jurisdiction to be void, invalid or unenforceable, the provision shall be considered severed from this Agreement and shall not affect the validity or enforceability of the remainder of this Agreement. The parties shall make a good faith effort to replace any invalid or unenforceable provision with a valid and enforceable one such that the objectives contemplated by the parties when entering this Agreement may be realized.\n\n12.7. Modification. No change, modification, addition or amendment to this Agreement is valid or enforceable unless in writing and signed and dated by the authorized officers of the parties to this Agreement.\n\n12.8. Entire Agreement. This Agreement and the Attachments attached hereto constitute the entire agreement between the parties and replace and supersede as of the Effective Date any and all prior agreements and understandings, whether oral or written, between the parties with respect to the subject matter hereof, except any prior Confidential Disclosure Agreement(s).\n\n12.9. Successors. Except as otherwise expressly provided in this Agreement, this Agreement shall be binding upon, inures to the benefit of, and is enforceable by, the parties and their respective heirs, legal representatives, successors and permitted assigns.\n\n12.10. Construction. This Agreement has been prepared, examined, negotiated and revised by each party and their respective attorneys, and no implication shall be drawn and no provision shall be construed against any party to this Agreement by virtue of the purported identity of the drafter of this Agreement or any portion thereof.\n\n12.11. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall constitute one and the same instrument.\n\n12.12. Assignment. This Agreement shall be binding upon and shall inure to the benefit of PcoMed and Integra, and their successors and assigns. Neither party shall assign their respective rights under this Agreement without the prior written consent of the other party. 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.\n\n12.13. Further Assurances. Each party shall do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged or delivered, all such further acts, transfers, conveyances, assignments or assurances as may be reasonably required to consummate the transactions contemplated by this Agreement.\n\n12.14. Force Majeure. Except for obligations to make payments payable under this Agreement, each party shall be excused from the performance of its obligations under this Agreement to the extent that such performance is prevented by force majeure and the nonperforming party promptly provides the other party with written notice of the event of force majeure and its effect. Such excuse shall be continued so long as the condition constituting force 19\n\n\n\n\n\nmajeure continues and the nonperforming party takes reasonable efforts to remove or circumvent the interference caused by the condition. For purposes of this Agreement, force majeure shall include an act of God, war, civil commotion, terrorist act, labor strike or lock-out other than at a party's facility, epidemic, failure or default of public utilities or common carriers, destruction of production facilities or materials by fire, earthquake, storm or like catastrophe, and failure of plant or machinery (provided that such failure could not have been prevented by the exercise of skill, diligence, and prudence that would be reasonably and ordinarily expected from a skilled and experienced person engaged in the same type of undertaking under the same or similar circumstances).\n\n12.15. Independent Contractors. Each party shall act solely as an independent contractor, and nothing in this Agreement shall be construed to give either party the power or authority to act for, bind or commit the other party in any way. Nothing herein shall be construed to create the relationship of partnership, principal and agent or joint venture between the parties.\n\nIN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement as of the Effective Date. INTEGRA LIFESCIENCES CORPORATION PCOMED, LLC\n\nBy: /s/ Brian Larkin By: /s/ Steve Jacobs\n\nName: Brian Larkin Name: Steve Jacobs\n\nTitle: President Title: CEO\n\nDate: May 29, 2013 Date: May 15, 2013 20\n\n\n\n\n\nATTACHMENT A PcoMed Surface Modification Technology\n\n*** i *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\nATTACHMENT A PcoMed Surface Modification Technology (continued)\n\n*** ii *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\nAttachment B Minimum Payments\n\nPERIOD MINIMUM PAYMENT Minimum Payment Period 1 $ *** Minimum Payment Period 2 $ *** Minimum Payment Period 3 $ *** Minimum Payment Period 4 $ *** Minimum Payment Period 5 $ *** Minimum Payment Period 6 $ *** Minimum Payment Period 7 $ ***\n\nFor this purpose:\n\n\"Minimum Payment Period 1\" means the one-year period commencing on the date set forth in the Notice of Initial Acceptance of First Product Order.\n\n\"Minimum Payment Period 2\" means the one-year period commencing on the first day after Minimum Payment Period 1.\n\n\"Minimum Payment Period 3\" means the one-year period commencing on the first day after Minimum Payment Period 2.\n\n\"Minimum Payment Period 4\" means the one-year period commencing on the first day after Minimum Payment Period 3.\n\n\"Minimum Payment Period 5\" means the one-year period commencing on the first day after Minimum Payment Period 4.\n\n\"Minimum Payment Period 6\" means the one-year period commencing on the first day after Minimum Payment Period 5.\n\n\"Minimum Payment Period 7\" means the one-year period commencing on the first day after Minimum Payment Period 6. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.\n\n\n\n\n\nATTACHMENT C\n\nNOTICE OF INITIAL ACCEPTANCE OF FIRST PRODUCT ORDER\n\nThis Notice references the Agreement executed effective as of , 2013, by and between Integra LifeSciences Corporation (\"Integra\") and PcoMed, LLC (\"PcoMed\") (\"Agreement\"). In accordance with Section 12.1 (Notices) and pursuant to Section 4.1 of the Agreement, notice is hereby given that the date of Integra's acceptance of the First Product Order (as defined in the Agreement and as approved by the applicable Regulatory Authority for sale) is designated as the day of , 20 .\n\nThis Notice of Initial Acceptance of the First Product Order is issued by Integra LifeSciences Corporation on this day of , 20 . By:\n\nName:\n\nTitle:"}]}, {"title": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "OUTSOURCE TECHNOLOGY DEVELOPMENT AGREEMENT", "answer_start": 16}], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "HotApp International Ltd.", "answer_start": 354}, {"text": "Developer", "answer_start": 448}, {"text": "DSS", "answer_start": 343}, {"text": "Document Security Systems, Inc.", "answer_start": 231}], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "1s t day of March, 2018", "answer_start": 169}], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "1s t day of March, 2018", "answer_start": 169}], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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\").", "answer_start": 2324}], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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", "answer_start": 2484}], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 2484}], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": false}, {"answers": [{"text": "This Agreement shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles.", "answer_start": 16616}], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (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.", "answer_start": 2868}], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 11866}, {"text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "answer_start": 11580}], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 11866}, {"text": "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. Any purported assignment without the consent of DSS shall be void.", "answer_start": 11137}, {"text": "The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS.", "answer_start": 11580}], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 5002}, {"text": "Subject to Developer's expressly granted rights under this Agreement, Developer acknowledges and agrees that DSS shall own all right, title, and interest in and to the Technology, the Improvements, its Intellectual Property, and all future derivative works derived therefrom or developed hereunder.", "answer_start": 4034}], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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\").", "answer_start": 1604}], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "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\").", "answer_start": 1604}], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [{"text": "Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person.", "answer_start": 5375}, {"text": "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.", "answer_start": 4333}], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.22   OUTSOURCE TECHNOLOGY DEVELOPMENT AGREEMENT   This Outsource Technology Development Agreement (this \"Agreement\") is entered into and effective as of this 1s t day of March, 2018 (the \"Effective Date\") by and between Document Security Systems, Inc., a corporation organized and existing under the laws of the State of New York (\"DSS\"), and HotApp International Ltd., a corporation organized and existing under the laws of Hong Kong (\"Developer\").   RECITALS:   WHEREAS, DSS is engaged in the business of, among other things, developing and licensing anti-counterfeiting technology, processes and products providing protection against a wide range of threats, including product diversion and counterfeiting, brand infringement, forgery, and unauthorized copying, scanning and photo imaging;   WHEREAS, Developer is engaged in the business of, among other things, software development; and   WHEREAS, DSS desires to retain Developer for the purpose of assisting DSS in developing an Android software application to be included as part of DSS's AuthentiGuard\u00ae Technology suite, and DSS is willing to grant Developer a non-exclusive, limited and non-transferable license for purposes of such development activities.   NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:   Capitalized terms contained herein shall have the meanings ascribed to them herein, or in Schedule 1 which is annexed hereto and made a part of this Agreement.   1. Development License and Fees.   1.1. Development 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\").   1.2. Development Fees. As payment for Developer's satisfactory performance of the services set forth in Schedule 1 hereto (the \"Technology Development Services\"), DSS shall pay Developer the sum of US $23,000 per month, for the duration of the Term hereof, with payments to commence on March 1, 2018.   2.  Term and Termination.   2.1. Term. 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\"). 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. For purposes hereof, the Initial Term, together with any extension or renewal terms, shall hereinafter be collectively referred to as the \"Term\".   2.2. Early Termination.   2.2.1. Either party may terminate this Agreement prior to expiration of the Term: (i) upon thirty (30) days prior written notice, or (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.   2.2.2. 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.     1\n\nSource: HF ENTERPRISES INC., S-1, 12/23/2019\n\n\n\n\n\n    3. Proprietary Rights.   3.1. Subject to Developer's expressly granted rights under this Agreement, Developer acknowledges and agrees that DSS shall own all right, title, and interest in and to the Technology, the Improvements, its Intellectual Property, and all future derivative works derived therefrom or developed hereunder. 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.   3.2. Developer hereby acknowledges DSS's claim of sole ownership of the Technology, the Improvements, and all associated goodwill. Nothing in this Agreement or in the performance thereof, or that might otherwise be implied by law, shall operate to grant Developer any right, title, or interest in or to the Technology or the Improvements. 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. DSS shall have the sole right to, and in its sole discretion may, commence, prosecute or defend, and control any legal action concerning the Technology and Improvements. Developer may not contest the validity of, by act or omission jeopardize, or take any action inconsistent with, DSS's ownership rights or goodwill in the Technology or Improvements, including any attempted registration of the Technology or Improvements in Hong Kong or in any other legal jurisdiction, or any attempts to license the same to any unauthorized third Person.   4. Definitions. For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below.   \"Improvements\" shall mean technical improvements, modifications or enhancements relating to the Technology that are developed by the Developer pursuant to this Agreement.   \"Intellectual Property\" shall mean, but shall not be limited to, all of DSS's (i) issued and pending patents, trademarks, trade names, service marks, designs, logos, and copyrights, and all pending applications for registration thereof; (ii) know-how, inventions, improvements, methods, operation manuals and procedures, trade secrets, technical information, formulas; (iii) computer software and programs, and related documentation, updates, and data, whether in object or source code form, and (vi) other similar proprietary and intellectual rights, whether or not registered.   \"Person\" shall mean any individual, corporation, partnership, limited liability company, association, trust or any other entity or organization of any kind or character, including a governmental authority or agency.   \"Technology\" shall collectively mean (i) DSS's proprietary AuthentiGuard\u00ae technology (including DSS's related patents and patent applications, inventions, software, trademarks, trade names, service marks, technology marks, designs, logos, copyrights, know-how, trade secrets and any other DSS owned intellectual property relating thereto), consisting of a unique application of the AuthentiGuard\u00ae patent coupled with next generation technology and software which enables and end-to-end brand protection solution for product authentication, counterfeit deterrence and data tracking via embedded customized technology marks with hidden codes placed in products which can be read an authenticated via an application loaded on various devices along with necessary hardware and DSS's portal, (ii) DSS's Prism Viewer technology comprised of a custom covert Prism image imbedded in a customer's products that is viewed and authenticated through the use of DSS's propriety smart phone application, and (iii) DSS's AuthentiSite technology suite comprised of an embedded digital Prism image coupled with a cloud-based security server and a smart phone verification application for website authentication.   5. Confidentiality; Non-Disclosure. The parties acknowledge that they have entered into that certain Mutual Non-Disclosure Agreement dated as of January 18, 2018 (the \"NDA\"), a copy of which is attached hereto as Exhibit A. The terms of the NDA shall be deemed to be incorporated by reference into this Agreement, mutatis mutandis. During the Term of this Agreement and thereafter for a period of five (5) years, the parties shall be bound by all of the protective terms and conditions of the NDA.   6. Developer Liability.   6.1. Developer Liability for Damages. 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.     2\n\nSource: HF ENTERPRISES INC., S-1, 12/23/2019\n\n\n\n\n\n    7. DSS's Representations and Warranties.   7.1. Power and Authority. DSS represents and warrants that it has the right, power and authority to enter into this Agreement and that the signatory on behalf of such party to this Agreement has full authority to enter into and bind the party to the obligations set forth in this Agreement.   7.2. Right to Technology. DSS represents and warrants to Developer (i) that the Technology is the sole and exclusive property of DSS (ii) that DSS possesses all legal right, title and interest in and to the Technology necessary to grant Developer the rights provided herein, and (iii) that nothing contained in this Agreement conflicts with any other obligation or agreement of DSS.   8. Developer's Representations, Warranties and Covenants.   8.1            Power and Authority. Developer represents and warrants that it has the right, power and authority to enter into this Agreement and that the signatory on behalf of such party to this Agreement has full authority to enter into and bind the party to the obligations set forth in this Agreement.   8.2            Reverse Engineering. Developer covenants that it shall not attempt, directly or indirectly, during the term of this Agreement or at any time thereafter, (i) to reverse engineer, by any means whatsoever, the Technology or other Intellectual Property provided to Developer hereunder, for any unauthorized purpose, and further acknowledges that such Technology and Intellectual Property has been provided hereunder by DSS solely for the purpose of enabling Developer to fully perform its legal duties and obligations hereunder, (ii) to forensically, graphically or otherwise physically analyze the Technology or Intellectual Property provided to Developer hereunder for any unauthorized purpose, or (iii) to compile/assemble, decrypt, or create any derivative works based upon the Technology or Intellectual Property of DSS, for any unauthorized purpose. Any violation of this clause shall be deemed a material breach of this Agreement by the Developer.   9. Miscellaneous.   9.1. 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. Any purported assignment without the consent of DSS shall be void. The provisions of this Agreement shall be binding upon, and shall inure to, the benefit of the parties, their legal representatives, permitted successors and permitted assigns. The rights of Developer under this Agreement shall immediately cease and be terminated upon the sale or transfer of all or substantially all of the assets of Developer unless an assignment of such rights pursuant to such sale or transfer has been previously approved in writing by DSS. 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.   9.2. Remedies Cumulative; Waiver. The rights and remedies provided in this Agreement, and all other rights and remedies available to either party at law or in equity are, to the extent permitted by law, cumulative and not exclusive of any other right or remedy now or hereafter available at law or in equity. A party's failure to assert any right or remedy shall not constitute a waiver of that right or remedy. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.   9.3. Severability. In the event that a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid or unenforceable, it is the intention of the parties that such court shall modify such provision as necessary so that it shall be legal, valid and enforceable. The illegality, invalidity or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.   9.4. Relationship of the Parties. Nothing in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between the parties, or as authorizing either party to act as agent for the other.   9.5. Amendments. No modifications or amendments may be made to this Agreement except as expressed in writing and signed by both parties.   9.6. Irreparable Damage. The parties acknowledge and agree that any material breach of this Agreement may subject the other to irreparable injury for which monetary damages may not be an adequate remedy. Therefore, in addition to any remedies otherwise available, the non-breaching party may be entitled to injunctive relief and specific performance to enforce the terms of this Agreement. The breaching party shall pay all reasonable attorney's fees and court costs, arbitration costs, and/or appeal costs incurred by the non-breaching party should it be necessary for the non-breaching party to enforce the terms of this Agreement.     3\n\nSource: HF ENTERPRISES INC., S-1, 12/23/2019\n\n\n\n\n\n    9.7. No Construction against the Drafter; Headings. The parties acknowledge that they have reviewed this Agreement, have either been represented by counsel or had the opportunity to be represented by counsel, and have negotiated its terms. 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. Headings contained in this Agreement are not intended to be full and accurate descriptions of the contents of this Agreement and shall not affect the meaning or interpretation of this Agreement.   9.8. Notice. All notices sent under this Agreement shall be in writing and shall be deemed effectively given (i) upon personal delivery to the party to be notified; (ii) when sent by e-mail PDF or confirmed facsimile, if sent during normal business hours of the recipient, if not, then on the next business day; (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) two (2) days after deposit with an internationally recognized overnight courier, specifying two (2) day delivery, with written verification of receipt. Notices shall be sent to the Parties at the following addresses or fax numbers or such other addresses or fax numbers as the parties subsequently may provide in accordance with this Section 9.8:\n\n\n\nIf to DSS:   Document Security Systems, Inc. 200 Canal View Blvd., Suite 300 Rochester, New York 14623  USA Attn: Chief Executive Officer\n\n\n\nWith e-mail PDF copy to:   Document Security Systems, Inc. 200 Canal View Blvd., Suite 300 Rochester, New York 14614 USA Attn: General Counsel (jdangelo@dsssecure.com)\n\n\n\nIf to Developer:   HotApp International Ltd. 17B, Greatmany Centre 109-111 Queen's Road East Hong Kong Attn: Chief Executive Officer\n\n\n\nWith a copy to:\n\n  9.9. Force Majeure. Notwithstanding any provision herein, the parties may be discharged from all liabilities if the failure to perform or improper performance of this Agreement is the result of Force Majeure, provided that the party subject to the Force Majeure provides notice of such Force Majeure, as soon as possible after such party became subject to such Force Majeure.   9.10. Governing Law; Jurisdiction. This Agreement shall be governed in accordance with the laws of the State of New York without regard to conflict of laws principles. It is hereby irrevocably agreed that legal jurisdiction and venue for any proceeding arising out of this Agreement shall be in the state or federal courts located in the County of Monroe, State of New York, United States.   9.11. Entire Agreement. This Agreement and the Schedules and Exhibits hereto contain the entire agreement between the parties with respect to the transactions described herein, and supersede all prior agreements, written or oral, with respect thereto, provided, however, that notwithstanding any provision herein, the NDA shall remain in full force and effect.   9.12. Counterparts; Facsimile Signatures. This Agreement may be executed in counterparts, each of which shall be deemed to be original but all of which together shall constitute a single instrument. The signatures required for execution may be transmitted electronically to the other party via e-mail PDF, and such signatures shall be deemed original signatures. [Remainder of Page Intentionally Left Blank - Signature Page Follows]     4\n\nSource: HF ENTERPRISES INC., S-1, 12/23/2019\n\n\n\n\n\n    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first set forth above.       DOCUMENT SECURITY SYSTEMS, INC.   HOTAPP INTERNATIONAL LTD.          /s/Jeffrey Ronaldi   /s/ Nathan Lee   Name: Jeffrey Ronaldi   Name: Nathan Lee   Title: Chief Executive Office   Title: Chief Executive Officer                                                             5\n\nSource: HF ENTERPRISES INC., S-1, 12/23/2019\n\n\n\n\n\n    SCHEDULE 1   TECHNOLOGY DEVELOPMENT SERVICES   (Attached)         6\n\nSource: HF ENTERPRISES INC., S-1, 12/23/2019\n\n\n\n\n\n    Technology Development Services   Deliverables from March 1s t to May 31s t   1. To conduct thorough testing of AuthentiGuard App for specificclients provided by DSS for every releases in Android and iOS as instructed by DSS. 2. To development Android Mobile App for core scanning modulewith improvement of scanning accuracy for major Android Phones (Samsung S7, S8 in particular) 3. To develop Sales Demo Apps for AuthentiGuard with guidelines offered by Product Marketing Team from DSS 4. To establish the standard testing procedure for all clients AuthentiGuard Mobile App testing 5. To develop Proof of Concept for AuthentiSite   Note: Detail Scope of Work to be agreed during the meeting with HotApp on March 20-24th, 2018.   Deliverable for subsequent 3 months will be mutually agreed by end of May.       7\n\nSource: HF ENTERPRISES INC., S-1, 12/23/2019\n\n\n\n\n\n    EXHIBIT A   MUTAL NON-DISCLOSURE AGREEMENT   (Attached)           8\n\nSource: HF ENTERPRISES INC., S-1, 12/23/2019"}]}, {"title": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "Strategic Alliance Agreement", "answer_start": 14}], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "USA Managed Care Organization", "answer_start": 254}, {"text": "IMedicor", "answer_start": 130}, {"text": "USA MCO", "answer_start": 285}, {"text": "IMedicor, Inc", "answer_start": 130}], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "15 th day of July, 2010", "answer_start": 72}], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "15 th day of July, 2010", "answer_start": 72}], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial Term\").", "answer_start": 8790}], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 8929}], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 8929}], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": false}, {"answers": [{"text": "This Agreement shall be governed by the internal laws State of New York.", "answer_start": 23349}], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 10039}], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 24372}], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65).", "answer_start": 4829}, {"text": "IMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project.", "answer_start": 7313}, {"text": "All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale.", "answer_start": 4945}, {"text": "In addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program.", "answer_start": 8041}, {"text": "USA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis.", "answer_start": 6234}], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 9316}], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "IMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor.", "answer_start": 3859}], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "Both parties will not have liability for any damages other than direct damages.", "answer_start": 11146}], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "ICORECONNECTINC_10_13_2010-EX-7.1-Strategic Alliance Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 7.1   Strategic Alliance Agreement\n\nTHIS AGREEMENT is made this 15 th day of July, 2010 (\"Effective Date\") by and between IMedicor, Inc, a Nevada Corporation whose address is 523 Avalon Gardens Drive, Nanuet, New York 10954, USA (\"IMedicor\") and USA Managed Care Organization (USA MCO) A Texas Corporation whose address is 916 South Capital of Texas highway, Austin Texas.\n\nWITNESSETH:   WHEREAS, iMedicor is a secure, HIPAA compliant online portal that creates a virtual healthcare community amongst physicians and other medical professionals for the purpose of real-time Health Information Exchange. Physicians are provided with a secure HIPPA compliant transport account(s), similar to e-mail with attachments, that enable them to share patient specific personal health information with other participating physicians. iMedicor also provides the ability to create social communities for the purpose of peer collaboration and the extension of referral networks. iMedicor's portal also provides physicians with an extensive catalogue of Continuing Medical Education (CME), skill development and product specific educational resources;\n\nWHEREAS, USA MCO represents a network of physicians through which USA MCO provides products and services for the medical industry that: generate additional revenue Streams; provide cost savings, streamline workflow; help patients save time, money and doctors achieve better outcomes; and assist physicians and medical practices to find ways to enhance patient satisfaction;\n\nWHEREAS, both parties are interested in forming a strategic and marketing alliance beneficial to both organizations.\n\nNOW, THEREFORE, for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:\n\n1. OBLIGATIONS OF THE PARTIES   \u25cfInitiate a multi tiered marketing approach, by mutual consent of both parties, to integrate the iMedicor HIPAA Compliant transport network as a communications network throughout the USA MCO user base, \u25cfThe overall project would also include the ClearLobby pharmaceutical and medical device marketing platform and other value added services as mutually agreed into the future, as a Phase II activity. \u25cfA phased in approach for each of the components listed above with the first being the introduction of the core iMedicor, HIPAA compliant communication / transport system into the USA MCO network.\n\n\n\n\n\n    \u25cfThe integrated service will generate revenue sharing opportunities for both companies. \u25cfUSA MCO will allow access to their network to distribute promotional and educational material highlighting the value proposition of the iMedicor / USA MCO alliance. \u25cfAccess will only be through, and controlled by USA MCO \u25cfCommunication will be, but not limited to e-mail promotion, direct mail, bill stuffers, web site, newsletter or any other normal communication between USA MCO and their network of physicians and other healthcare providers upon mutual consent of both parties \u25cfAll material must be approved by USA MCO prior to any distribution to the USA MCO network. \u25cfOnce a physician or other healthcare provider enrolls in iMedicor they will become part of the regular internal iMedicor communications system. \u25cfEvery physician that enrolls in iMedicor, including those physicians or other qualified registrants into the iMedicor network that are invited into USA MCO physician communities, through the efforts of USA MCO will be tagged as originating from that source (the USA MCO network). \u25cfMonthly reports detailing revenue generated through subscriptions, ClearLobby or other methods will be detailed in the monthly reports. \u25cfAll revenue sharing will be reconciled monthly and funds distributed by the 20th of each month by wire transfer for all net collected revenues for the previous month (net of returns and refunds, if any). \u25cfIMedicor will make its records available for audit purposes at any time by USA MCO during regular business hours at the headquarters of iMedicor. \u25cfUSA MCO will not be responsible for any direct sales of the iMedicor communications system; USA MCO will not handle any customer service issues. All such activity will be referred to iMedicor. \u25cfInitially iMedicor will provide the three main attributes of the iMedicor network to the USA MCO provider base, physicians and other healthcare providers. \u25cfThose attributes are:   oA HIPAA compliant transport system for digital / electronic records and images,   oBuild and create community, patient-specific peer collaboration and expansion of referral networks,   oAccess to educational resources, certified, skill level and product / device specific. \u25cf\n\n2. COMPENSATION   \u25cfIMedicor will charge a subscription fee to participating USA MCO providers. The suggested monthly subscription would be $19.95 per month per subscriber. USA MCO would receive one third of the monthly subscription price, per month, per subscriber (approximately $6.65). All revenue sharing opportunities will be calculated for all parties after any credit card or other third party processing fees are deducted from the gross sale. \u25cfUSA MCO will be responsible for the marketing and initial / ongoing communication to their network highlighting the features of iMedicor, the value proposition, and their support of the project. This will not be a direct sales requirement for USA MCO, but only an agreement to provide access to the USA MCO user base \u25cfWithin 30 days of the execution of this agreement both companies agree to finalize a marketing plan that would detail they promotional activity to the USA MCO network, promotional deliverables, frequency of communication with the USA MCO network and other activities normally found in a strategic marketing plan \u25cfBoth companies agree to publish a press release, upon mutual agreement of content, in regard to the execution of this agreement and periodic updates of the success of this Strategic Alliance \u25cfIt is understood that iMedicor is a public company and is obligated to make certain SEC required filings that from time to time will include mention of the Strategic Alliance between iMedicor and USA MCO \u25cfIMedicor shall provide access to the iMedicor system, training and customer support as required. \u25cfUSA MCO will have the option to take all or part of its revenue share in equity up to a maximum of 4.9% ownership in iMedicor on a fully diluted basis. For the purposes of this proposal, fully diluted means all issued and outstanding stock warrants priced at 15 times the average 5 day closing price at the day previous to reconciliation of revenues, which will be the 20th of the month for the prior calendar month.\n\n\n\n\n\n    \u25cfThe iMedicor bookkeeping system will detail the payment option prior to releasing any funds or commitment of stock in order for USA MCO to determine how payment is to be reconciled. It is anticipated that said report will be available by the 15th of the month for previous activity, returned to iMedicor by the 19th in order to effect a timely disbursement of funds and or stock \u25cfIt is understood that the issuance of stock certificates can take up to four weeks but the issue date will be the 20th of the month of reconcile. \u25cfEquity payout will be priced at the average 10 day trading day closing from the day previous to the monthly reconciliation. \u25cfIMedicor will provide a warrant to purchase 2 million shares of common stock to USA MCO to offset any up-front marketing expense incurred by USA MCO in this project. The value of the Warrants will be determined by the average 10 day closing price of iMedicor stock eliminating the two lowest days and the two highest days for the period as of the day before the actual execution of the final agreement. \u25cfThe Warrants will be issued as a non-cash-transaction upon exercise of the Warrant, and, USA MCO will have up to five years from the date of issuance to exe4cute. 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. \u25cfIn addition to the subscription fees, iMedicor would offer a 17% revenue share (cash payout only) through revenues generated with its ClearLobby program. Clearlobby represents the Pharma / Medical Device marketing division inside iMedicor that will expose physicians and other providers within the USA MCO provider network to new products and services in a non-invasive, opt-in manner. ClearLobby will be the Phase II part of the relationship. \u25cfiMedicor will inform USA MCO of all ClearLobby activity as new products and services are introduced into the system \u25cfIMedicor will, from time to time make available upgrade services to its members. In this event, USA MCO will receive a revenue share to be determined on a case by case basis.   3. TERM   This Agreement shall commence on the Effective Date of this Agreement and shall remain in effect for a period of 5 years (\"Initial 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.\n\nIn 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.\n\n\n\n\n\n\n\n    4. INTELLECTUAL PROPERTY   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. 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.\n\n5. TERMINATION\n\nA. Termination Without Cause. 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.\n\nB. Both parties shall have the right to include this Agreement as an asset of their Company.\n\nC. 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.\n\n6. REPRESENTATIONS AND WARRANTIES\n\nA. Each party represents and warrants that it has the right, title, interest and authority to enter into this Agreement and to fully perform its obligations hereunder, and that the rights granted hereunder shall not violate the rights of any third party. Each party represents and warrants that its conduct hereunder shall conform to all applicable federal, state and local law and regulation.\n\nB. Both parties will not have liability for any damages other than direct damages. Both parties DO NOT MAKE ANY WARRANTY REGARDING THE QUALITY OF ITS SERVICES. Both parties DO NOT MAKE ANY WARRANTY THAT ALL ERRORS OR FAILURES IN ITS WEBSITES WILL BE CORRECTED. Both parties EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BEYOND THE WARRANTIES CONTAINED IN THIS PARAGRAPH, Both parties DO  NOT WARRANT THAT their SITES ARE ERROR-FREE OR THAT OPERATION OF their SITES WILL BE SECURE OR UNINTERRUPTED. THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THIS AGREEMENT.\n\n\n\n\n\n\n\n    7. INDEMNITY   Notwithstanding anything to the contrary herein, USA MCO shall indemnify, defend and hold harmless IMedicor, its officers, directors, shareholders, employees, parent and affiliate entities, agents and representatives, against all damages, claims, liabilities, losses and other expenses, including without limitation, reasonable attorney fees and costs, whether or not a lawsuit or other proceedings is filed, that in any way arise out of or related to: (a) any claim against IMedicor arising out of any breach of any covenants, warranties, representations and agreements made by USA MCO to any third party and/or (b) USA MCO's material breach of any provision of this Agreement; (c) the grossly negligent or willful acts or omissions of USA MCO; and/or (d) any claim by any party based on USA MCO's Products failing to operate and/or function in any manner so advertised by USA MCO and/or its agents. In the event that USA MCO fails to promptly indemnify and defend such claims and/or pay expenses as provided above, IMedicor shall have the right to defend itself and USA MCO shall reimburse IMedicor for all of its reasonable attorneys' fees, costs and damages incurred in settling or defending such claims within sixty (60) days of IMedicor' request for same.\n\nNotwithstanding anything to the contrary herein, IMedicor shall indemnify, defend and hold harmless USA MCO, its officers, directors, shareholders, employees, parent and affiliate entities, agents and representatives, against all damages, claims, liabilities, losses and other expenses, including without limitation, reasonable attorney fees and costs, whether or not a lawsuit or other proceedings is filed, that in any way arise out of or related to: (a) any claim against USA MCO arising out of any breach of any covenants, warranties, representations and agreements made by IMedicor to any third party and/or (b) IMedicor material breach of any provision of this Agreement; (c) the grossly negligent or willful acts or omissions of IMedicor; and/or (d) any claim by any party based on IMedicor Products failing to operate and/or function in any manner so advertised by IMedicor and/or its agents. In the event that IMedicor fails to promptly indemnify and defend such claims and/or pay expenses as provided above, USA MCO shall have the right to defend itself and IMedicor shall reimburse USA MCO for all of its reasonable attorneys' fees, costs and damages incurred in settling or defending such claims within sixty (60) days of USA MCO' request for same.\n\n8. NO JOINT VENTURE   Nothing in the Agreement shall be deemed to constitute, create, give effect to or otherwise recognize a partnership, joint venture or formal business entity of any kind; and the rights and obligations of the Parties shall be limited to those expressly set forth herein. No Party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, another Party or to bind another in any matter or thing whatsoever.\n\n9. CONFIDENTIALITY\n\nA. \"Confidential Information\" as used in this Agreement shall mean any and all technical and non-technical information including but not limited to patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of IMedicor and its affiliates, and includes, without limitation, IMedicor and its affiliates information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, USA MCO lists, business forecasts, sales and merchandising, and marketing plans and information. \"Confidential Information\" also includes proprietary and/or confidential information of any third party that may disclose such information to USA MCO in the course of IMedicor' business. All Confidential Information disclosed both orally and in writing by the disclosing party (\"Discloser\") will be considered Confidential Information by the receiving party (\"Recipient\") and subject to terms of this Agreement, even if such information is not conspicuously designated as \"Confidential\" or even when provided orally and not identified as confidential at the time of disclosure.\n\n\n\n\n\n\n\n    B. All Confidential Information disclosed both orally and in writing by either party will be considered Confidential Information by USA MCO and subject to terms of this Agreement, even if such information is not conspicuously designated as \"Confidential\" or even when provided orally and not identified as confidential at the time of disclosure.\n\nC. USA MCO acknowledges that Discloser has over many years devoted substantial time, effort and resources to developing Discloser's trade secrets and its other confidential and proprietary information, as well as Discloser's relationships with USA MCOs, suppliers, employees and others doing business with Discloser; that such relationships, trade secrets and other information are vital to the successful conduct of Discloser' business in the future; that Discloser, in the furtherance of its business, is providing Recipient with the opportunity and support necessary to them to establish personal and professional relationships with USA MCOs, suppliers, employees and others having business relationships with Discloser and is affording Recipient access to Discloser' trade secrets and other confidential and proprietary information; 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\n\nD. Recipient hereby agrees that it will not make use of, disseminate, or in any way disclose any Confidential Information of Discloser to any person, firm, or business, except to the extent necessary for negotiations, discussions, and consultations with personnel and/or authorized representatives of Discloser, any purpose of Discloser authorized by this Agreement and any purpose Discloser may hereafter authorize in writing. Recipient hereby also agrees that it will use the Confidential Information disclosed by Recipient for informational purposes only. Recipient hereby further agrees that it shall not use the Confidential Information of Recipient in the production and/or the providing of any products and/or services now or in anytime in the future.\n\nE. Recipient agrees that it shall treat all Confidential Information of Recipient with the same degree of care as it accords to its own Confidential Information, and Recipient represents that it exercises reasonable care to protect its own Confidential Information.\n\nF. Recipient hereby agrees that it shall disclose Confidential Information of Discloser only to those of its officer(s), manager(s), and/or employee(s) who need to know such information and certifies that such officer(s), manager(s), and/or employee(s) have previously agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement.\n\nG. Recipient will immediately give notice to Recipient of any unauthorized use or disclosure of the Confidential Information. Recipient agrees to assist Recipient in remedying any such unauthorized use or disclosure of the Confidential Information.\n\nH. Upon the request of Discloser and/or termination of this Agreement, the Recipient will promptly return all confidential information furnished hereunder and all copies thereof.\n\nI. Remedies. In the event of a breach or a threatened breach of any of the Provisions and/or Covenants set forth in this Section 9 of the Agreement above (the ''Covenants''), Discloser will, in addition to the remedies provided by law, have:   (a) the right and remedy to have the Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any material breach of any of the Covenants will cause irreparable injury to Discloser and that money damages will not provide an adequate remedy to Discloser; and\n\n(b) the right and remedy to require a person to account for and pay over to Discloser all compensation, profits, moneys, accruals, increments or other benefits (collectively the ''Benefits'') derived or received by Recipient as a result of any transactions constituting a breach of any of the Covenants, and Recipient hereby agrees to account for and pay over the Benefits to Discloser.\n\nJ. The obligations of the parties set forth in this paragraph 9 of this Agreement shall survive the termination of this Agreement.\n\n\n\n\n\n\n\n    10. PUBLICITY   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. Neither party shall disclose any of the specific terms of this Agreement to any third party without the prior written consent of the other party, which consent shall not be withheld unreasonably. Notwithstanding the foregoing, any party may disclose information concerning this Agreement as required by the rules, orders, regulations, subpoenas or directives of a court, government or governmental agency, after giving prior notice to the other party.\n\n11. EFFECT OF TERMINATION   Upon termination or expiration of this Agreement, all rights granted to the USA MCO and IMedicor shall forthwith revert to the granting party.\n\n12. FORCE MAJEURE   Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party's reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.\n\n13. NOTICES\n\nA. Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested or delivered by a national overnight express service.\n\nFor IMedicor:     Fred Zolla, CEO   IMedicor, Inc.   523 Avalon Gardens Drive   Nanuet, New York 10954   For the USA MCO:     George Bogle, CEO / President   USA MCO Solutions Corp,   916 South Capital of Texas Highway   Austin, TX 78746\n\nEither party may change the address or entity to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.\n\n\n\n\n\n\n\n    14. JURISDICTION DISPUTES\n\nA. This Agreement shall be governed by the internal laws State of New York.\n\nB. All disputes hereunder shall be resolved in the applicable state or federal courts in County of Rockland in the State of New York. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.\n\n15. AGREEMENT BINDING ON SUCCESSORS   This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.\n\n16. WAIVER   No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.\n\n17. SEVERABILITY   If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.\n\n18. ASSIGNABILITY   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.\n\n19. INTEGRATION   This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior Agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in a writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict therewith.\n\n\n\n\n\n\n\n    IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each executed this agreement on the day indicated.   USA MCO IMedicor, Inc.     By: /s/George Bogle By: /s/Fred Zolla George Bogle, CEO / President Fred Zolla, CEO"}]}, {"title": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "Endorsement Agreement", "answer_start": 5123}], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "TPC", "answer_start": 345}, {"text": "Consolidated Artists", "answer_start": 356}, {"text": "Consolidated Artists  Inc.", "answer_start": 356}, {"text": "Teardrop Putter Corporation", "answer_start": 184}], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "(1st)  day of January, 1996", "answer_start": 140}], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.", "answer_start": 18163}], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.", "answer_start": 18163}], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 23010}], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 3492}], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise", "answer_start": 21093}, {"text": "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.", "answer_start": 21247}], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "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\").", "answer_start": 12108}], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "TPC agrees to guarantee to Consolidated Artists on behalf of Ogle a minimum Royalty Compensation of Twenty Thousand U.S. Dollars ($20,000) payable in four (4) equal installments of Five Thousand U.S. Dollars ($5,000) and due simultaneously with the Retainer Fee on or before the first (1st) day of February, May, August and November in each Contract Year.", "answer_start": 12844}, {"text": "Tour Events and the British Open in each Contract Year during the Contract Period.", "answer_start": 15286}, {"text": "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", "answer_start": 15011}], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [{"text": "Consolidated Artists  agrees, if requested by TPC, to make Ogle available for one (1) day on behalf  of TPC in each Contract Year during the Contract Period at times and places  mutually convenient to Ogle and TPC for the purpose of taking still  photographs for the preparation and production of advertising and promotional  materials.", "answer_start": 5985}, {"text": "Further, Consolidated Artists agrees, if requested by  TPC, to make Ogle available for two (2) personal appearance days on behalf of  TPC in each Contract Year during the Contract Period at times and places  mutually convenient to Ogle and TPC.", "answer_start": 6412}, {"text": "Such personal appearances shall be  limited to one (1) day and shall not exceed five (5) hours each in duration.", "answer_start": 6657}, {"text": "TPC agrees that such photograph shoots shall not exceed five (5)  hours each in duration.", "answer_start": 6322}], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": false}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 3492}], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 5070}], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 14116}], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 17062}], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": false}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "EXHIBIT 10.12\n\n                                ENDORSEMENT AGREEMENT\n\n       This Endorsement Agreement is made and entered into this first (1st)  day of January, 1996, by and between Teardrop Putter Corporation having its  principal office at 207 WatersEdge, Shelter Cove, Hilton Head Island, South  Carolina 29928 (hereinafter referred to as \"TPC\"), and Consolidated Artists  Inc., Sommerville House, Phillips Street, St. Helier, Jersey JE1 1DE, Channel  Islands, British Isles (hereinafter referred to as \"Consolidated Artists\").\n\n                                     WITNESSETH:\n\n    WHEREAS, Brett Ogle (hereinafter referred to as \"Ogle\") is recognized  and widely known throughout the world as an expert golfer; and\n\n    WHEREAS, Ogle's name, by virtue of his ability and extensive experience, has acquired a secondary meaning in the mind of the purchasing public important to the advertisement, promotion and sale of golf putters; and\n\n    WHEREAS, TPC is engaged in the manufacture, distribution and sale of golf putters, and is desirous of acquiring the exclusive right to utilize Ogle's name in connection with the advertisement, promotion and sale of the Teardrop Putter; and\n\n    WHEREAS, Consolidated Artists holds all rights to and in Ogle's name and endorsement for purposes of this Agreement; and\n\n    WHEREAS, Consolidated Artists being exclusively entitled to such rights within the Contract Territory (as hereinafter defined)\n\n                                        - 2 -\n\nhas agreed to authorize such use upon the terms and conditions hereinafter contained;\n\n    NOW, THEREFORE, for and in consideration of the premises and mutual covenants herein set forth and for other good and valuable consideration, it is agreed as follows:\n\n    1.    DEFINITIONS: As used herein, the terms set forth below shall be defined as follows:\n\n         (a)  \"Ogle Endorsement\" shall mean the name, likeness, photograph, and               endorsement of Ogle.\n\n         (b)  \"Endorsed Product\" shall mean a putter manufactured, distributed,               promoted, advertised and sold by TPC bearing the \"Teardrop               Putter\" name and/or logo.\n\n         (c)  \"Contract Territory\" shall mean the entire world.\n\n         (d)  \"Contract Period\" shall mean that period of time commencing               January 1, 1996, and concluding December 31, 1998, unless sooner               terminated in accordance with the terms and conditions hereof.\n\n         (e)  \"Contract Year\" shall mean that twelve (12)month period of time               commencing each first (1st) day of January throughout the               Contract Period.\n\n         (f)  \"Major Tournament\" shall mean any of the following tournaments:               the Masters, the U.S. Open, the British Open and the PGA               Championship.\n\n                                        - 3 -\n\n         (g)  \"PGA Tour Tournament\" shall mean PGA Tour tournaments, excluding               the Major Tournaments.\n\n         (h)  \"International Tournament\" shall mean European PGA Tour               tournaments (excluding the British Open),Japan PGA Tour               tournaments and Australian PGA Tour tournaments.\n\n    2.    OGLE TO USE ENDORSED PRODUCT. Consolidated Artists agrees to cause Ogle to use the Endorsed Product during the Contract Period and throughout the Contract Territory whenever he is playing competitive golf or otherwise participating in golf clinics and outings.\n\n    3.    GRANT OF ENDORSEMENT RIGHTS. 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.\n\n\n\n\n\n    4.    CLOTHING IDENTIFICATION. Consolidated Artists agrees to cause Ogle to wear a patch and/or an embroidered non-patch bearing the Teardrop name and/or logo on the right chest, left sleeve, and back of his golf shirt and/or sweater (near the collar) and/or rain gear whenever he is playing competitive golf, participating in golf clinics and outings or otherwise engaging in golf promotional activities during the Contract Period and throughout the Contract Territory. The expenses for the clothing and placement of the\n\n                                        - 4 -\n\npatch and/or embroidered non-patch shall be borne by TPC. TPC agrees to supply Consolidated Artists or its designee with adequate quantities of said patch and embroidered non-patch at no charge to Consolidated Artists.\n\n    5.    RETENTION OF ENDORSEMENT RIGHTS. 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. 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. In this connection, TPC shall provide Consolidated Artists with a list of such previously purchased ad space within seven (7) days of the effective date of termination and all such advertisements released after the effective date of termination shall be subject to Consolidated Artists' prior approval pursuant to the terms of Paragraph 7 below.\n\n                                        - 5 -\n\n    6.    PHOTOGRAPH SHOOTS; PERSONAL APPEARANCES. Consolidated Artists  agrees, if requested by TPC, to make Ogle available for one (1) day on behalf  of TPC in each Contract Year during the Contract Period at times and places  mutually convenient to Ogle and TPC for the purpose of taking still  photographs for the preparation and production of advertising and promotional  materials. TPC agrees that such photograph shoots shall not exceed five (5)  hours each in duration. Further, Consolidated Artists agrees, if requested by  TPC, to make Ogle available for two (2) personal appearance days on behalf of  TPC in each Contract Year during the Contract Period at times and places  mutually convenient to Ogle and TPC. Such personal appearances shall be  limited to one (1) day and shall not exceed five (5) hours each in duration.  In addition, TPC agrees to pay all reasonable and necessary expenses  (including first class travel, hotel accommodations and meal expenses)  incurred by Consolidated Artists in connection with such photograph shoots  and personal appearances.\n\n    7.    PROMOTIONAL AND ADVERTISING MATERIALS. TPC agrees to provide Consolidated Artists and its representative, Advantage International Management, Inc. (\"Advantage\"), with a copy of all advertising and promotional materials which will use or show the Ogle Endorsement for their approval. Such promotional or advertising materials shall be delivered to Advantage at least fourteen (14) days prior to their release to the general public, and TPC agrees that the same shall not be released without the\n\n                                        - 6 -\n\nprior written approval of Advantage. Advantage agrees that it will not unreasonably disapprove or reject promotional or advertising materials hereunder, and that Advantage's failure to disapprove such materials within fourteen (14) days of receipt shall be deemed to be approval. In addition, TPC agrees to provide Consolidated Artists with complimentary duplicates of all promotional and/or advertising materials featuring Ogle or the Ogle Endorsement.\n\n    8.    RETAINER FEE. In consideration of the rights and benefits granted to TPC hereunder, TPC agrees to pay Consolidated Artists on behalf of Ogle a retainer fee in each Contract Year during the Contract Period (\"Retainer Fee\") in accordance with the following schedule:\n\nCONTRACT YEAR                          RETAINER FEE\n\nFirst (1st) Contract Year              Fifty-Five Thousand U.S. (Jan. 1, 1996-Dec. 31, 1996)           Dollars ($55,000)\n\nSecond (2nd) Contract Year             Seventy Thousand U.S. (Jan. 1, 1997-Dec. 31, 1997)           Dollars (70,000)\n\nThird (3rd) Contract Year              Ninety Thousand U.S. (Jan. 1, 1998-Dec. 31, 1998)           Dollars ($90,000)\n\nSaid Retainer Fee shall be paid in four (4) equal installments on or before the first (1st) day of February, May, August and November in each Contract Year.\n\n    9.    TOURNAMENT BONUSES. In addition to the Retainer Fee set forth in Paragraph 8 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the\n\n\n\n\n\nfollowing tournament bonuses for Ogle's\n\n                                        - 7 -\n\ntournament performances during the Contract Period (the \"Tournament Bonus or Bonuses\"):\n\n    (a)  Sixty Thousand U.S. Dollars ($60,000), each time Ogle wins a Major          Tournament; and\n\n    (b)  Twenty Thousand U.S. Dollars ($20,000), each time Ogle wins a network          televised US PGA Tour Tournament; and\n\n    (c)   Ten Thousand U.S. Dollars ($10,000) each time Ogle wins a cable          televised US PGA Tour Tournament; and\n\n    (d)  Seven Thousand Five Hundred U.S. Dollars ($7,500) each time Ogle wins          a Golf Channel televised US PGA Tour Tournament or a Golf Channel          televised International Tournament; and\n\n    (e)  Five Thousand U.S. Dollars ($5,000) each time Ogle wins an          International Tournament not televised by Golf Channel or a          non-televised US PGA Tour Tournament.\n\nTPC shall pay any Tournament Bonuses due Consolidated Artists for a Major Tournament win within sixty (60) days following TPC's receipt of an invoice from Consolidated Artists or Advantage and any Tournament Bonuses due Consolidated Artists for a network televised US PGA Tour Tournament win shall be paid within forty-five (45) days following TPC's receipt of an invoice from Consolidated Artists or Advantage. All other Tournament Bonuses due to Consolidated Artists shall be paid by TPC within thirty (30) days following TPC's receipt of an invoice from Consolidated Artists or Advantage.\n\n                                        - 8 -\n\n    10. MONEY LIST BONUS(ES). In addition to the Retainer Fee and the Tournament Bonuses set forth in Paragraphs 8 and 9 above, TPC agrees to pay Consolidated Artists on behalf of Ogle the following bonuses in each Contract Year for Ogle's position on the Official Year-End PGA Tour Money List (\"Money List Bonus(es)\"):\n\n    (a)  Fifty Thousand U.S. Dollars ($50,000) each time Ogle finishes in first          (1st) place on the Official Year-End PGA Tour Money List; and          (b)  Twenty-Five Thousand U.S. Dollars ($25,000) each time Ogle finishes          between second (2nd) and tenth (10th) place on the Official Year-End          PGA Tour Money List; and\n\n    (c)  Fifteen Thousand U.S. Dollars ($15,000) each time Ogle finishes          between eleventh (11th) and twentieth (20th) place on the Official          Year-End PGA Tour Money List; and\n\n    (d)  Seven Thousand Five Hundred U.S. Dollars ($7,500) each time Ogle          finishes between twenty-first (21st) and thirtieth (30th) place on the          Official Year-End PGA Tour Money List; and\n\n    (e)  Five Thousand U.S. Dollars ($5,000) each time Ogle finishes between          thirty-first (31st) and fortieth (40th) place on the Official Year-End          PGA Tour Money List.\n\nTPC shall pay any Money List Bonuses due to Consolidated Artists within thirty (30) days following TPC's receipt of an invoice from Consolidated Artists or Advantage.\n\n                                        - 9 -\n\n      11. ROYALTY COMPENSATION FOR ENDORSED PRODUCT. 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\"). \"Net sales\" shall mean the gross invoice price billed to customers, less customary trade/quantity discounts, rebates and returns actually credited, but with no deductions of any kind. No costs incurred by TPC in the manufacture, advertisement, promotion or exploitation of any Endorsed Product shall be deducted as a cost in calculating the net sales. TPC agrees to guarantee to Consolidated Artists on behalf of Ogle a minimum Royalty Compensation of Twenty Thousand U.S. Dollars ($20,000) payable in four (4) equal installments of Five Thousand U.S. Dollars ($5,000) and due simultaneously with the Retainer Fee on or before the first (1st) day of February, May, August and November in each Contract Year.\n\n    12. PAYMENT OF ROYALTY COMPENSATION. Within thirty (30) days of the conclusion of each three (3) month period in each Contract Year during the Contract Period, TPC agrees to deliver to Consolidated Artists and Advantage an\n\n\n\n\n\nitemized statement setting forth the actual number of all Endorsed Products distributed and sold during the preceding three (3) month period. Simultaneous with the delivery of each statement setting forth such totals, TPC\n\n                                        - 10 -\n\nagrees to pay Consolidated Artists the appropriate Royalty Compensation in excess of the $5,000 quarterly payment set forth in Paragraph 10 above, due on the sales of the Endorsed Product for the period covered by such statement.\n\n    13. ACCOUNTING FOR ROYALTY COMPENSATION. TPC agrees that it shall keep accurate and complete books and records showing all Endorsed Products manufactured, distributed and sold. 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.\n\n    14. PAYMENTS TO CONSOLIDATED ARTISTS. All payments to be made to Consolidated Artists pursuant to the terms hereof shall be made by wire transfer in U.S. Dollars to the following account:\n\n    Account Name:  Advantage International Escrow Fund     Account #:     20068160-13     ABA #:         054001547     Bank Name:     Franklin National Bank of Washington     Address:       1722 Eye Street                    Washington, D.C. 20006                    U.S.A.     Re:            Consolidated Artists\n\n    15. MINIMUM PLAY REQUIREMENT. 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\n\n                                        - 11 -\n\nTour Events and the British Open in each Contract Year during the Contract Period.\n\n    16. TIME OF THE ESSENCE. TPC acknowledges that time is of the essence in the payment of all compensation due Consolidated Artists hereunder. For the purposes of this Agreement, all payments not received within thirty (30) days of the date due shall be deemed \"past due\". Such past due payments shall bear interest at a rate of two percent (2%) per month OR the maximum rate permissible by law, whichever is less. The imposition of interest provided for in this Paragraph shall be in addition to any other remedies available to Consolidated Artists under this Agreement or otherwise. Accordingly, Consolidated Artists shall not be precluded from exercising any other remedies, whether at law or in equity, to enforce the terms of this Agreement.\n\n    17. SPECIAL RIGHT OF NEGOTIATION AND TERMINATION. If at any time during the Contract Period Ogle determines that he no longer desires to use the Endorsed Product Consolidated Artists shall so notify TPC in writing and the parties shall meet and negotiate in good faith an amicable solution. Such discussion shall take place within fourteen (14) days of Consolidated Artists' notice and shall include such issues as Ogle's continued use of the Endorsed Product, the continued use of the Ogle Endorsement and the termination of this Agreement. If no solution is reached within fourteen (14) days of such negotiation, the parties agree that this Agreement shall automatically terminate and that TPC will cease\n\n                                        - 12 -\n\nusing 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. 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.\n\n    18. PRODUCTS FOR OGLE'S USE. During the Contract Period, TPC shall supply Consolidated Artists, at no charge, with such quantities of the Endorsed Product as Consolidated Artists may reasonably request for Ogle's use and the personal use of Ogle's immediate family. In addition, TPC shall supply Consolidated Artists at normal wholesale price with such quantities of the Endorsed Product as Ogle may reasonably request for gifts to others.\n\n    19. PROTECTING THE OGLE ENDORSEMENT. TPC and Consolidated Artists agree that they will take all necessary steps during the Contract Period and thereafter to protect the Ogle Endorsement, the name \"Brett Ogle\" or any facsimile thereof in connection with the advertisement, promotion, distribution and sale of the Endorsed Product.\n\n\n\n\n\n    20. TERM OF AGREEMENT. The term of this Agreement shall commence January 1, 1996, and shall continue for a period of three (3) years, concluding December 31, 1998.\n\n                                        - 13 -\n\n    21. SPECIAL RIGHT OF TERMINATION BY CONSOLIDATED ARTISTS. Consolidated Artists shall have the right to terminate this Agreement upon thirty (30) days prior written notice to TPC in the event of the occurrence of any of the following contingencies:\n\n    (a)  If TPC is adjudicated as insolvent, declares bankruptcy or fails to          continue its business of selling the Endorsed Product; or\n\n    (b)  If TPC fails to make payment to Consolidated Artists of any sums due          pursuant to this Agreement within thirty (30) days following the date          such payment is due hereunder, provided that TPC is notified in          writing of such nonpayment by Consolidated Artists or Advantage and          such payment is not made within ten (10) days following such          notification.\n\nTPC agrees that such termination shall not relieve it of its obligation to pay Consolidated Artists all compensation contemplated hereunder. Accordingly, Consolidated Artists shall not waive any of its rights at law or in equity.\n\n    22. SPECIAL RIGHT OF TERMINATION BY TPC. 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:\n\n    (a)  In the event of 0gle's death during the Contract Period; or\n\n                                        - 14 -\n\n    (b)  In the event Ogle is convicted of a felony involving moral turpitude.\n\nIn the event of such termination above, the parties agree that the Retainer Fee due Consolidated Artists shall be prorated to the effective date of termination. Furthermore, TPC agrees that any Tournament Bonuses, Money List Bonuses and any Royalty Compensation earned by Ogle prior to the effective date of termination shall be paid in full within thirty (30) days of such effective date of termination.\n\n    23. INDEMNITY. TPC agrees to protect, indemnify and hold harmless Consolidated Artists and Ogle from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, including attorneys' fees, arising out of, or in any way connected with, any claim or action which arises from the use of the Endorsed Product, the use of the Ogle Endorsement, or the performance of Consolidated Artists' and Ogle's obligations hereunder.\n\n    24. WAIVER. The failure of TPC or Consolidated Artists at any time or times to demand strict performance by the other of any of the terms, covenants or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof and either may at any time demand strict and complete performance by the other of said terms, covenants and conditions.\n\n    25. ASSIGNMENT. Neither TPC nor Consolidated Artists shall have any right to grant sublicenses hereunder or to otherwise\n\n                                        - 15 -\n\nassign, 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.\n\n    26. NOTICES. All notices required hereunder shall be sent by telefax, overnight mail or first class mail, return receipt requested, as appropriate, to the parties at the following addresses:\n\n    TPC                  Mr. Fred A. Hochman                          President                          Teardrop Putter Corporation                          207 WatersEdge, Shelter Cove                          Hilton Head Island, South Carolina 29928\n\n    Consolidated         Consolidated Artists, Inc.     Artists              Sommerville House                          Phillips Street                          St. Helier                          Jersey JE1 1DE                          Channel Islands                          British Isles\n\n    cc:                  Advantage International Management, Inc.                          1751 Pinnacle Drive                          Suite 1500                          McLean, Virginia 22102                          Attention:  Mr. Peter Roisman\n\n\n\n\n\nAdvantage and TPC shall promptly notify each other in writing of any change of address.\n\n    27. EMPLOYER/EMPLOYEE RELATIONSHIP. Nothing contained in this Agreement shall be construed as establishing an employer/employee relationship between TPC and Consolidated Artists. Accordingly, there shall be no withholding for tax\n\n                                        - 16 -\n\npurposes from any payments due hereunder to Consolidated Artists by TPC.\n\n    28. 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. Should Consolidated Artists be required to institute litigation due to TPC's breach of any terms of this Agreement, all costs of such litigation, including reasonable attorneys' fees, shall be borne by TPC.\n\n    29. SIGNIFICANCE OF HEADINGS. Paragraph headings contained hereunder are solely for the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement. Accordingly, in case of any question with respect to the construction of this Agreement, it is to be construed as though such paragraph headings had been omitted.\n\n    30. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between Consolidated Artists and TPC, and cannot be altered or modified except by an agreement in writing signed by both parties. Upon its execution, this Agreement shall supersede all prior negotiations, understandings and agreements, whether oral or written, and such prior agreements shall thereupon be null and void and without further legal effect.\n\n                                        - 17 -\n\n    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.\n\n                                       TEARDROP PUTTER CORPORATION\n\nDate:  2-27-96                         BY: /s/ Brian R. Hochman     --------------------                  --------------------------------                                            Brian R. Hochman                                            President\n\n                                       CONSOLIDATED ARTISTS, INC.\n\nDate:  10-4-96                    By: /s/ M. M. Murray     --------------------                  --------------------------------                                        Its: Ass Secretary                                            -------------------------------\n\n                                       GUARANTY\n\n    I, the undersigned, Brett Ogle, do hereby acknowledge that I have read the foregoing Agreement between Teardrop Putter Corporation (\"TPC\") and Consolidated Artists, Inc. (\"Consolidated Artists\") and am aware of the terms thereof. In this connection, I agree that I will be bound by the terms and conditions of such Agreement and that I will be entitled to the rights and benefits set forth therein, as fully as if I have been a party to such Agreement. Furthermore, in consideration of the mutual covenants and conditions and as a material inducement to TPC to enter into said Agreement with Consolidated Artists, I do hereby guarantee the performance of said Agreement by Consolidated Artists. This guaranty shall only be effective upon the execution of the Agreement by Consolidated Artists.\n\nDATE:  3/28/96                         /s/ Brett Ogle     --------------------               -----------------------------------                                        BRETT OGLE"}]}, {"title": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "AMENDMENT NO. 3 TO THE NONEXCLUSIVE VALUE ADDED DISTRIBUTOR AGREEMENT", "answer_start": 329}], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "ScanSource, Inc.", "answer_start": 684}, {"text": "Distributor", "answer_start": 473}, {"text": "Cisco Systems, Inc.", "answer_start": 538}, {"text": "Cisco", "answer_start": 538}], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "8/4/10", "answer_start": 10828}], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement.", "answer_start": 1365}], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "ScansourceInc_20190822_10-K_EX-10.39_11793959_EX-10.39_Distributor Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.39\n\nIN ACCORDANCE WITH ITEM 601(b) OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION (THE \"CONFIDENTIAL INFORMATION\") HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. THE CONFIDENTIAL INFORMATION IS DENOTED HEREIN BY [*****].\n\nAMENDMENT NO. 3 TO THE NONEXCLUSIVE VALUE ADDED DISTRIBUTOR AGREEMENT\n\nThis Amendment No. 3 (\"Amendment No. 3\") to the Nonexclusive Value Added Distributor Agreement, as amended (\"Agreement''), by and between Cisco Systems, Inc. (\"Cisco\"), a California corporation having Its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and ScanSource, Inc. (\"Distributor\"), a South Carolina corporation with a place of business at 6 Logue Court, Greenville, South Carolina, 29615, is effective as of the date last signed below (\"Amendment Effective Date\"). All capitalized terms contained herein shall have the same meaning as the terms defined in the Agreement unless specifically modified in this Amendment.\n\nWHEREAS, Cisco and Distributor have previously entered into the Agreement dated January 22, 2007, and\n\nWHEREAS, Cisco and Distributor wish to renew and update certain terms and conditions in the Agreement regarding payment; and,\n\nNOW WHEREFORE, the parties agree to further amend the Agreement as follows:\n\n1. The Term of the Agreement is hereby extended to January 20, 2012 unless sooner terminated as provided for in the Agreement. If the Agreement expired prior to the Amendment Effective Date, any orders received and Products and Services purchased between the date of expiration and the Amendment Effective Date shall be in all respects deemed made under the Agreement as in effect prior to this Amendment. 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. Notwithstanding Cisco's right to extend the term of the Agreement, each party acknowledges that the Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the renewal of the Agreement beyond those expressly agreed in writing.\n\n2. Section 6.0 (\"Payment\") of the Agreement is modified by adding the following new Section 6.7: 6.7 [*****]\n\n3. Section 12 (\"Inventory Balance\") is deleted in its entirety and hereby replaced with the following:\n\n12.0 INVENTORY BALANCE\n\n12.1 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. The above-referenced cap shall be determined based on all Product purchases made under this Agreement. The responsibility to manage the Balancing Cap shall rest solely upon Distributor. Distributor shall be entitled to return Product once per quarter, provided such returns do not exceed the Balancing Cap. \"Dead on Arrival\" and Obsolete Products returned pursuant to Section 13 of this Agreement shall be excluded from calculation of the Balancing Cap. Cisco shall credit Distributor's account in the amount of the price paid by Distributor therefore, less any price protection credits issued to Distributor related to the Product returned (the \"Return Credit\").\n\n12.2 For all returns made pursuant to this Section 12, the following requirements must be met by Distributor:\n\n12.2.1 [*****]\n\n12.2.2 [*****]\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n12.2.3 Distributor shall bear all shipping and handling charges to the Cisco designated site set forth ln Cisco's published Return Materials Authorization (\"RMA\") Policy for Product returned for credit;\n\n12.2.4 Distributor shall obtain an RMA number prior to returning any Product to Cisco. Distributor shall follow Cisco's then-current RMA process; and\n\n12.2.5 Distributor reports must be provided to Cisco In accordance with the terms of this Agreement.\n\n4.0 Section 21.0 (\"Compliance with Laws\") is hereby deleted in its entirety and replaced with the following:\n\n21.0 COMPLIANCE WITH LAWS, INCLUDING ANTI-CORRUPTIONLAWS\n\n21.1 In connection with the sale or distribution of Cisco Products or Services, or otherwise in carrying out its obligations under this Agreement, Distributor represents and warrants the following:\n\n(a) Distributor will comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, Including, without limitation, all anti-corruption laws, Including, the U.S. Foreign Corrupt Practices Act (Applicable Laws). Distributor can find more information about the Foreign Corrupt Practices Act at the following URL: http://www.usdoj.gov/criminal/fraud/docs/dojdocb.html, o r  b y contacting publicsectorcompllance@cisco.com.\n\n(b) Distributor shall not take any action or permit or authorize any action in violation of the Applicable Laws;\n\n(c) Distributor will not use money or other consideration paid by Cisco (and Distributor will not use its own money on Cisco's behalf) for any unlawful purposes, including any purposes violating Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:\n\n(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business); (ii) Political parties or party officials; (iii) Candidates for political office; or (iii) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above identified persons or organizations.\n\n(d) Distributor remains responsible for undertaking appropriate and reasonable measures to ensure that its own relevant subcontractors, consultants, agents or representatives who interact with government\u200b affiliated organizations comply with applicable anti-corruption laws;\n\n(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);\n\n(f) Distributor's record-keeping obligations, set forth In the \"Audit\" provision herein, shall apply equally to Distributor's representations and warranties In this section, Cisco's audit rights, as set forth herein, and Distributor's compliance with the Applicable Laws;\n\n(g) In no event shall Cisco be obligated under this Agreement to take any action or omit to take any action that Cisco believes, in good faith, would cause it to be In violation of any laws of the Territory(ies) identified in this Agreement or the Applicable Laws;\n\n(h) Distributor Is unaware of any of Its directors, officers or employees serving as government officials or employees (at any level of government);\n\n(i) The directors, officers and employees of Distributor's business are not employees of Cisco (Including any of Its affiliated companies);\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019\n\n\n\n\n\nExhibit 10.39\n\n(j) Neither Distributor nor, to Distributor's knowledge, any of its directors or officers have been formally charged with, convicted of, or plead guilty to, any offense involving fraud or corruption;\n\n(k) Distributor, its directors and officers have not been listed by any government or public agency (such as the United Nations or World Bank) as debarred, suspended, or proposed for suspension or debarment or otherwise ineligible for government procurement programs;\n\n(l) Distributor has not offered to pay, nor has Distributor paid, nor will Distributor pay, any political contributions to any person or entity on behalf of Cisco;\n\n(m) If Distributor is a non-governmental entity, it will notify Cisco In writing lf any of its owners, partners, principals, officers, or employees are or become, during the term of this Agreement, officials, officers or representatives of any government, political party or candidate for political office outside the United States and are responsible for a decision regarding obtaining or retaining business for Cisco Products or Services by such government. Distributor will also promptly inform Cisco if any other portion of the statements set forth in subsections (g) through (k) above changes.\n\n(n) Notwithstanding any other provision in this Agreement, Cisco may terminate this Agreement immediately upon written notice if Distributor breaches any of the representations and warranties set forth in this section.\n\n(o) Distributor can report to Cisco any concerns it may have regarding any business practices by emailing ethics@cisco.com, or by calling Cisco's Helpline toll free number In North America 1- 877-571-1700 or worldwide number (reverse calling charges to Cisco) 001-770-776-5611. Contact ethics@cisco.com for other Cisco) 001-770-776-5611. Contact ethics@cisco.com for other available regional hotline numbers;\n\n(p) Distributor has read Cisco's \"Compliance with Global Anticorruption Laws by Cisco' Partners\", published at http://www.cisco.com/legal/anti corruption.html.\n\n5.0 All capitalized terms not defined in this Amendment No. 3 shall have the meaning assigned to them in the Agreement. In the event of conflict between the terms of this Amendment No. 3 and the Agreement, the terms of this Amendment No. 3 shall prevail. All other terms and conditions of the Agreement remain unchanged.\n\nIN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed as of the Effective Date.\n\nCisco Systems, Inc. ScanSource, Inc.\n\nBY: /s/ S.K. Vereschagin BY: /s/ Jeffry E. Yelton (Authorized Signature) (Authorized Signature)\n\nNAME: S.K. Vereschagin NAME: Jeff Yelton\n\nTITLE: Director, Finance TITLE: President POS/Barocoding\n\nDATE: 8/4/10 DATE: 7-29-10\n\nSource: SCANSOURCE, INC., 10-K, 8/22/2019"}]}, {"title": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "SPONSORSHIP AGREEMENT", "answer_start": 31}], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "PEEK Investments LLC", "answer_start": 165}, {"text": "Purchaser", "answer_start": 226}, {"text": "each other party hereto identified on the signature  page(s) hereto", "answer_start": 243}, {"text": "Platinum Partners Value Arbitrage Fund L.P.", "answer_start": 25510}, {"text": "Snowy August Fund I LP", "answer_start": 25777}, {"text": "Sponsor", "answer_start": 321}], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "July 16, 2012", "answer_start": 4725}], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "THIS SPONSORSHIP AGREEMENT (\"Agreement\") is entered into and effective as of the date first written above (\"Effective Date\") by  and among PEEK Investments LLC, a Delaware limited liability company (\"Purchaser\"), and each other party hereto identified on the signature  page(s) hereto (each, a \"Sponsor\").", "answer_start": 26}, {"text": "July 16, 2012", "answer_start": 4725}], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time,  on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the  expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period;  and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated  by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall  survive any such termination.", "answer_start": 14535}], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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. All actions arising out of or relating to this Agreement  shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of The City of New York.", "answer_start": 19880}], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "Any attempted assignment in violation of this Section shall be null and void.", "answer_start": 23400}, {"text": "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.", "answer_start": 23251}], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "SPONSORSHIP AGREEMENT     THIS SPONSORSHIP AGREEMENT (\"Agreement\") is entered into and effective as of the date first written above (\"Effective Date\") by  and among PEEK Investments LLC, a Delaware limited liability company (\"Purchaser\"), and each other party hereto identified on the signature  page(s) hereto (each, a \"Sponsor\"). Each term used and not otherwise defined herein shall have the meaning assigned to such term in the Offer.     RECITALS     WHEREAS, Purchaser is tentatively exploring, among other potential alternatives, a possible third-party tender offer to purchase all  outstanding shares of common stock, $0.001 par value per share (\"Shares\"), of a Delaware corporation (the \"Company\") upon the terms and  subject to the conditions set forth in the Offer to Purchase, related Letter of Transmittal, and other tender offer material provided by or on behalf of  Purchaser to the Sponsors (which, collectively, as amended or supplemented, constitute the \"Offer\");     WHEREAS, as requested by Purchaser for purposes of the Offer, each Sponsor has provided to Purchaser, and Purchaser has accepted  from such Sponsor, a commitment letter providing for a possible equity investment in Purchaser by such Sponsor (each, an \"Equity Commitment Letter\" and, with respect to any Sponsor(s), the Equity Commitment Letter(s) of such Sponsor(s)), which evidences the commitment of and by  such Sponsor to contribute capital to Purchaser in amounts and proportions and upon the terms and subject to the conditions and otherwise as  contemplated by such Equity Commitment Letter (each, a \"Commitment\" and, with respect to any Sponsor(s), the Commitment of such Sponsor (s));     WHEREAS, such capital contributions, if any, would be used to purchase Shares in the Offer and fund the payment or reimbursement of  fees, expenses, and costs related to the Offer (collectively, \"Transaction Costs\"); and     WHEREAS, each party hereto desires to establish certain terms and conditions related to the Offer and relationship among the Sponsors,  the related equity financing commitments, and the Offer;     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each party  hereto (\"Party\"), intending to be legally bound, hereby agrees as follows:     AGREEMENT     1. Pre-Acceptance Period. If and to the extent any such decision would or could (or would or could be reasonably foreseeable to)  adversely affect any Sponsor in any manner, each decision to be made by or on behalf of Purchaser with respect to the Offer (or any similar  transaction), any agreements related thereto (\"Related Agreements\"), or any transaction contemplated by the Offer or any Related Agreement  (\"Contemplated Transactions\" and, together with the Offer and Related Agreements, \"Offer Matters\"), or any Offer Matter or combination of  Offer Matters, in any case, on and from the Effective Date and until the Acceptance Time (\"Pre-Acceptance Period\") shall require the unanimous  consent of the Sponsors, including, without limitation, any (a) announcement of intention, commencement, amendment, supplement, termination,  extension, modification, or waiver of or related to the Offer or any term or condition thereof, including, without limitation, with respect to any  commencement date, initial offering period, offer price, type or form of consideration to be offered or paid, timing or other term of acceptance for  payment or payment of any subject security, withdrawal right, expiration date, subsequent offering period, or top-up option, (b) waiver of any  condition to or of the Offer or determination as to whether or not any such condition has been, is, or will be satisfied, (c) filing, dissemination, or  disclosure requirement or offering document or tender offer material, including, without limitation, with respect to any filing or exhibit, schedule,  attachment, amendment, or supplement thereto, (d) agreement, instrument, document, or matter related to any borrowing, incurrence of  indebtedness, or equity, debt, or other financing, (e) litigation or other legal proceeding, including, without limitation, with respect to any  stockholder list or security holder listing or poison pill, rights plan, or similar right, or derivative or other litigation or legal proceeding related to the  Company's capitalization, (f) designation, nomination, appointment, or election of any person as a member of the board of directors of the  Company, or (g) agreement, arrangement, or understanding with the Company or any manager, director, officer, employee, stockholder, partner,  affiliate, associate, or related party of the Company.\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i)  Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n      2. Equity Commitments. Each Sponsor represents and warrants to each other Party that such Sponsor is bound by and has complied with,  and agrees that such Sponsor shall continue to be bound by and comply with, the Equity Commitment Letter and that each other Sponsor (other  than any Defaulting Sponsor) shall be entitled to enforce, or direct the enforcement of, such Equity Commitment Letter in accordance with this  Agreement if and only if the Sponsors (other than any Defaulting Sponsor) have determined by unanimous written consent that the conditions of  the Offer have been satisfied or to waive all such conditions remaining unsatisfied. No Party shall attempt to enforce any Equity Commitment  Letter until the conditions set forth in this Section have been satisfied. Purchaser shall have no right to enforce any Equity Commitment Letter  unless and until directed to do so by the unanimous written consent of the Sponsors (other than any Defaulting Sponsor).     3. Defaulting and Participating Sponsors. Each Sponsor that has complied with the Equity Commitment Letter and this Agreement  (\"Participating Sponsor\") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement (\"Defaulting  Sponsor\"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor  with respect to such failure to fund or any such other non-compliance. 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.  Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of  such Defaulting Sponsor shall not be required for any purpose hereunder; provided,  however, that each Defaulting Sponsor that ultimately  participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall  cease to be a \"Defaulting Sponsor\" and shall have approval and consent rights hereunder.     4. Transfer Restrictions. 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.     5. Interim Period and Continuing Sponsors. Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to  the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser (\"Purchaser LLC Agreement\"); and (b) one  or more definitive agreements with the Participating Sponsors (collectively, \"Security Holder Agreements\") providing for the unanimous consent  of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company  or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at  least two Continuing Sponsors (\"Interim Period\"), including without limitation, any matter described in or contemplated by Section 1 hereof. For  purposes hereof, \"Continuing Sponsor\" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the  Purchaser LLC Agreement and Security Holder Agreements (collectively, the \"Management-Ownership Agreements\"), in each case, as long as  such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.     6. Voting Agreements. Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause  Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating  Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or  series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i)  Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n      7. Distribution, Redemption, and Other Transfer Rights. 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.     8. Termination Fee. 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).     9. Expenses. To the extent Purchaser has available funds, Purchaser shall promptly pay or reimburse, as applicable, all Transaction Costs  incurred by or on behalf of Purchaser or the Sponsors in connection with the Offer as follows: (a) first, all such Transaction Costs reasonably incurred by or on behalf of Purchaser, including, without limitation, in connection with the formation or organization of Purchaser; and (b) second,  all such Transaction Costs reasonably incurred by or on behalf of the Sponsors in connection with the Offer, which shall be paid or reimbursed pro  rata (based on the Commitments or Units of such Sponsors, as applicable). Except as otherwise expressly provided hereby and to the extent  Purchaser does not have available funds, each Sponsor shall be responsible for any and all fees, expenses, and other costs incurred by or on  behalf of such Sponsor.     10. Disclosures; Legal Compliance. Each Party hereby represents and warrants to, and agrees with, each other Party that: (a) in  connection with the Offer and this Agreement, such Party has not made, and shall not make, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; (b)  all information provided by or on behalf of such Party to any other Party for inclusion or incorporation by reference in any Schedule TO or other  filing with the Commission or any other tender offer material (\"Provided Information\") was, when provided, true, accurate, correct, and complete in  all material respects; provided further, that such Sponsor shall cause such Provided Information and such filing and material, as applicable, to be  amended and supplemented, in each case, as required by law and otherwise promptly and as necessary and appropriate to make the Provided  Information and such filing and material, as applicable, true, accurate, correct, and complete in all material respects; (c) such Party shall not (and  shall cause each related party of such Party not to) take any action or omit to take any action that would violate, or cause Purchaser to be deemed  in violation of, any securities or other law applicable to the Offer, including, without limitation, (i) the U.S. Securities Exchange Act of 1934, as  amended (\"Exchange Act\"), or Rule 14e-5 thereunder or (ii) with respect to tendering any security of the Company in the Offer or paying any  consideration to, or entering into any contract, agreement, or arrangement with, any party in connection with or related to the Offer in violation of  Rule 14d-10 under the Exchange Act; and (d) such Party shall use commercially reasonable efforts to cooperate with each other Party to establish  protocols to ensure compliance with this Section.     11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time,  on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the  expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period;  and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated  by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall  survive any such termination. Notwithstanding the foregoing, each Section hereof (other than Sections 1 through 6 (inclusive) hereof) shall  survive indefinitely following the termination of this Agreement.     12. Amendment. This Agreement may be amended or modified, and the provisions hereof may be waived, only by an agreement in writing  signed by each of the Sponsors.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i)  Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n      13. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such  provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with applicable law.  The provisions hereof are severable, and any provision hereof being held invalid or unenforceable shall not invalidate, render unenforceable or  otherwise affect any other provision hereof.     14. Remedies. Except as otherwise provided herein, this Agreement shall be enforceable by all available remedies at law or in equity  (including, without limitation, specific performance). 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. If any Participating Sponsor elects to enforce the remedy described in the  preceding sentence against any Defaulting Sponsor, such Participating Sponsor shall do so against all Defaulting Sponsors. No party shall be  entitled to recover lost profits or benefit of the bargain damages. If more than one Defaulting Sponsor is responsible for any damages, each such  Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors).     15. Indemnification. To the fullest extent permitted by law, each Sponsor shall indemnify, defend and hold harmless each other Sponsor  and any of its affiliates or any direct or indirect partner, member, shareholder, employee, director, officer or agent of such Sponsor or any of its  affiliates from and against any and all losses, liabilities, damages, claims, judgments, awards, settlements, demands, offsets, and expenses  (including interest, penalties, court costs, arbitration costs and fees, witness fees and reasonable fees and expenses of outside attorneys,  investigators, expert witnesses, accountants and other professionals) arising out of or relating to any material breach or inaccuracy of the  representations, warranties or covenants of such Sponsor contained herein.     16. No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered  in connection herewith, and notwithstanding the fact that certain of the Sponsors may be partnerships or limited liability companies, by  acceptance of the benefits of this Agreement, Purchaser and each Sponsor acknowledges and agrees that no Person other than each Party has any  obligation hereunder and no Party has any right of recovery under this Agreement or in any document or instrument delivered in connection  herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach  to, the former, current and future equity holders, controlling persons, directors, officers, employees, agents, affiliates, members, managers, general  or limited partners or assignees of the Sponsors or any former, current or future stockholder, controlling person, director, officer, employee, general  or limited partner, member, manager, affiliate, agent or assignee of any of the foregoing (collectively, \"Non-Recourse Parties\"), through Purchaser  or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Purchaser against any Non- Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable  law, or otherwise. Nothing set forth in this Agreement shall confer or give or shall be construed to confer or give to any party other than the  Parties any rights or remedies against any Person other than as expressly set forth herein.     17. Governing Law; Consent to Jurisdiction. 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. All actions arising out of or relating to this Agreement  shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of The City of New York. The  parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of The City of New  York for the purpose of any action arising out of or relating to this Agreement brought by any party hereto, and (b) irrevocably waive, and agree  not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the  above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that  the venue of the action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the  above-named courts.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i)  Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n      18. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE  LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT  OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.     19. Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a  result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a  waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later, nor shall any such delay, omission or  waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after such waiver.     20. Other Agreements. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes  all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their affiliates with respect to the subject matter contained herein except for such other agreements as are referenced herein which shall continue in full force and effect in  accordance with their terms.     21. Cooperation. 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.     22. 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.     23. No Representations or Duties. Each Sponsor specifically understands and agrees that no other Sponsor has made or will make any  representation or warranty with respect to the terms, value or any other aspect of the transactions contemplated hereby, and explicitly disclaims any warranty, express or implied, with respect to such matters. In addition, each Sponsor specifically acknowledges, represents and warrants that it  is not relying on any other Sponsor (a) for its due diligence concerning, or evaluation of, the Company or its assets or businesses, (b) for its  decision with respect to making any investment contemplated hereby or (c) with respect to tax and other economic considerations involved in  such investment. In making any determination contemplated by this Agreement, each Sponsor may make such determination in its sole and  absolute discretion, taking into account only such Sponsor's own views, self-interest, objectives and concerns. No Sponsor shall have any  fiduciary or other duty to any other Sponsor or to Purchaser except as expressly set forth in this Agreement.     24. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate  counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same  agreement.     Remainder of Page Intentionally Left Blank. Signature Page(s) to Follow.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i)  Sponsorship Agreement - July 16, 2012\n\n\n\n\n\n\n\n\n\n\n\n   Remainder of Page Intentionally Left Blank.\n\n\n\nTender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i)  Sponsorship Agreement - July 16, 2012\n\nIN WITNESS WHEREOF, this Agreement is executed and effective as of the Effective Date.           PURCHASER:           PEEK Investments LLC                 Date: July 16, 2012 By:   /s/ Michael Onghai   Name:   Michael Onghai   Title:   President                   SPONSOR(S):           Platinum Partners Value Arbitrage Fund L.P.           By:   Platinum Management (NY) LLC   Its:   Sole General Partner                 Date: July 16, 2012 By:   /s/ Mark Nordlicht           Name:   Mark Nordlicht   Title:   Chief Investment Officer                   Snowy August Fund I LP                 Date: July 16, 2012 By:   /s/ Michael Onghai   Name:   Michael Onghai   Title:   President\n\nSignature Page"}]}, {"title": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2", "paragraphs": [{"qas": [{"answers": [{"text": "AMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT", "answer_start": 8}], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "PCQ", "answer_start": 244}, {"text": "A.B. Watley, Inc.", "answer_start": 254}, {"text": "ABW", "answer_start": 301}, {"text": "PC Quote, Inc.", "answer_start": 200}], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "December 9, 1996", "answer_start": 168}], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "December 9, 1996", "answer_start": 168}], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement2__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "[LOGO]\n\nAMENDMENT TO SECTION 2, PART B OF THE CO-BRANDING AGREEMENT\n\nThis amendment to Section 2 (titled \"Term\"), Part B of the Co-Branding Agreement is made effective December 9, 1996 by and between PC Quote, Inc. (hereinafter referred to as \"PCQ\") and A.B. Watley, Inc. (hereinafter referred to as \"ABW\"), who are also the parties contracted in the aforementioned Co-Branding Agreement. This Amendment shall apply to said PCQ and ABW and all of their subsidiaries and related companies.\n\n[***]\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nAGREED TO BY:\n\n/s/ Steven Malin /s/ Howard Meltzer - -------------------------- --------------------------------- A.B. Watley, Inc. PC Quote, Inc. Mr. Steven Malin Mr. Howard Meltzer Director President Date:  12/5/96 Date:   12/12/96      -------------- ----------------\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999"}]}, {"title": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "JOINT VENTURE AGREEMENT", "answer_start": 16}], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "MINDA INDUSTRIES LIMITED", "answer_start": 634}, {"text": "Mr. Nirmal K. MINDA", "answer_start": 1007}, {"text": "'IMPCO', which terms shall unless repugnant to the subject or context mean and include its successors and permitted assigns", "answer_start": 409}, {"text": "IMPCO Technologies Inc.", "answer_start": 183}, {"text": "'MINDA', which terms shall unless repugnant to the subject or context mean and include his heirs, executors, administrators or successors and permitted assigns", "answer_start": 1225}, {"text": "'MIL', which terms shall unless repugnant to the subject or context mean and include its successors and permitted assigns", "answer_start": 824}], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "18th day of May, 2001", "answer_start": 149}], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 41364}], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 41364}], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "his 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.", "answer_start": 57855}], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a)   during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect   15\n\n\n\n\n\n  of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How", "answer_start": 36563}], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 36311}], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [{"text": "After the expiry of the five (5) year period, if a Party intends to sell any or all of its shares of the JVC (the \"Transferor\"), it shall first make an offer by a written notice to the other Parties (the \"Transferee\") to purchase such shares and the other Parties shall have the right to purchase the offered shares in proportion of their existing shareholding. .", "answer_start": 24564}, {"text": "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. The sale price of the shares shall be determined in terms of Article 6.3(c) hereof.", "answer_start": 24928}, {"text": "Pursuant to Article 6.2, if a Transferee does not, in whole or in part, accept to purchase the shares offered in terms of Article 6.2 by the Transferor, the other Transferee may purchase all the shares offered by the Transferor at a price determined as per Article 6.3(c) hereof.", "answer_start": 25326}, {"text": "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.", "answer_start": 25606}], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": false}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement.", "answer_start": 42259}], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "The Parties agree that during the pendency of the winding up, the JVC will be allowed to use the Technical Know How to the extent the same is necessary for the purpose of implementing any orders pending in favour of its customers.", "answer_start": 45008}, {"text": "Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA.", "answer_start": 43949}], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 33571}, {"text": "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.", "answer_start": 33888}], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.65   JOINT VENTURE AGREEMENT MINDA IMPCO TECHNOLOGIES LIMITED   This Joint Venture Agreement (Agreement) is made and executed on this the 18th day of May, 2001   BETWEEN   IMPCO Technologies Inc., a company incorporated under the laws of the State of Delaware U.S.A. and having its principal office of business at 16804 Gridley Place, Cerritos, California 90703, U.S.A. (hereinafter referred to as 'IMPCO', which terms shall unless repugnant to the subject or context mean and include its successors and permitted assigns), through Ms. Pearl Kamdar a duly authorized person and Director of Asia-Pacific Operations,   AND   MINDA INDUSTRIES LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 36-A, Rajasthan Udyog Nagar, Delhi-110 033, India, (hereinafter referred to as 'MIL', which terms shall unless repugnant to the subject or context mean and include its successors and permitted assigns), through Mr. Nirmal K. Minda its Managing Director,   AND   Mr. Nirmal K. MINDA, s/o. Mr. S.L. Minda, r/o. A-15, Ashok Vihar, Phase-I, New Delhi-110 052 on in his individual capacity and on behalf of his relatives and associates listed in Schedule-I (hereinafter referred to as 'MINDA', which terms shall unless repugnant to the subject or context mean and include his heirs, executors, administrators or successors and permitted assigns).   WHEREAS IMPCO is engaged in the business of development, manufacture and sale of alternate fuel management systems and components for operating motor vehicles, forklifts, industrial engines and other engines of various horsepower; and   WHEREAS MIL is engaged in the manufacturing and sale of auto electrical parts such as switches, lamps and horns; and   WHEREAS IMPCO and MIL/MINDA have entered into a joint venture to promote a company under the name of MINDA IMPCO LIMITED for manufacturing and selling alternate fuel management systems and components, including but not limited to CNG, LPG and Propane Kits for operating motor vehicles, forklifts, industrial engines and other engines of various horsepower in India ; and   WHEREAS, MIL represents that it has the technical, marketing skills and financial wherewithal to install, sell and service the alternate fuel systems and components manufactured by MINDA IMPCO Limited and enjoys a respected business relationship with   1\n\n\n\n\n\ncognizant governmental and industrial authorities, all of which may be advantageously employed in the safe and professional marketing of MINDA IMPCO Limited products, as specified above, in India with the approval of and in compliance with such governmental authorities; and   WHEREAS the Parties hereto have agreed, subject to obtaining all necessary approvals, permissions, consents, validations, confirmations, licenses and any other authorizations required to incorporate a company in India (\"the Joint Venture Company\" or the \"JVC\") with the main object of inter alia marketing and selling of alternate fuel management systems, including but not limited to CNG, LPG and Propane Kits and its components for automobiles and other associated and incidental services to customers; and   WHEREAS IMPCO will contribute to the JVC in cash and the JVC will issue equity shares to IMPCO; and   WHEREAS MIL/MINDA will contribute to the JVC in cash and subject to IMPCO's consent in kind and the JVC will issue equity shares to MIL/MINDA; and   WHEREAS the Parties hereto are ready, willing and able to assist each other and cooperate in the manner set out hereinafter, to ensure the establishment and success of the JVC. The Parties shall cooperate with each other in the highest degree in the performance of all such acts and the passing of all resolutions as are required for the purpose of achieving the terms, purposes and intent of this Agreement and the Parties shall in particular exercise their respective voting and other rights and power of control over the JVC so as to give effect to the rights conferred upon the respective Parties by the terms of this Agreement.   NOW THEREFORE in consideration of the mutual promises and covenants hereby contained, this Agreement witnesses and the Parties hereto have agreed as follows:   2\n\n\n\n\n\n  ARTICLE - 1 DEFINITIONS   1.1   In this Agreement, unless the context otherwise requires, the following shall have the meaning as set forth against them below:   \"Act\" shall mean the Companies Act, 1956, and includes, where the context so requires, any re-enactment or statutory modifications thereof for the time being in force.   \"Affiliate(s)\" shall mean with respect to any Party to this Agreement any entity which controls, is controlled by, or is under common control with such Party. An entity controls another entity when it owns or controls, directly or indirectly, fifty-one percent (51%) or more of the equity share capital issued and outstanding of the other entity or when it controls, on its own or jointly, the majority of the composition of the Board of Directors of such other entity.   \"Agreement\" or \"this Agreement\" shall mean this joint venture Agreement, alongwith all attachments annexed hereto, and shall include any subsequent modifications, alterations and additions and deletions therefrom made in writing after the date of execution of this Agreement.   \"Approval(s)\" shall mean all government, statutory and/or regulatory permissions, consents, validations, confirmations, licenses and any other authorizations required to be obtained in order to implement the provisions of this Agreement including, but not limited to, all necessary approvals of the Government of India and the Reserve Bank of India.   \"Articles\" or \"Articles of Association\" shall mean the Articles of Association of the MINDA IMPCO Technologies Limited.    \"Alternate Director\" shall mean an Alternate Director appointed in terms of Article 3.7 herein to act for a Director during his absence for a period of not less than three (3) months from the State in which the registered office of the JVC is situated and such Alternate Director shall not hold office as such for a period longer than that permissible to the Director in whose place the Alternate Director has been appointed and shall vacate office when the Director returns to such State.   \"Financial Institutions\" shall mean Indian financial institutions, including but not limited to, ICICI, Industrial Development Bank of India, Industrial Finance Corporation of India and shall also include foreign financial institutions.   \"Joint Venture Company\" or \"the JVC\" shall mean the Indian company to be established and incorporated under the laws of India pursuant to the terms of this Agreement and, subject to the approval of the Registrar of Companies, Delhi and Haryana, with the name \"MINDA IMPCO Technologies Limited\" or such other name as may be agreed by the Parties, with the main object of, inter alia, marketing and selling of alternate fuel management systems, including but not limited to, CNG,   3\n\n\n\n\n\nLPG and Propane Kits and its components for automobiles and other associated and incidental services to customers.   \"Memorandum\" or \"Memorandum of Association\" shall mean the Memorandum of Association of the MINDA IMPCO Technologies Limited.   \"Products\" shall mean alternate fuel management systems, including but not limited to, CNG Kits, Propane Kits and its components for automobiles to be marketed and sold by the JVC, adopting the existing, as well as future development(s) in the technical know-how of IMPCO, as per terms of the Technical Assistance Agreement and any other products as may be mutually agreed from time to time by the Parties to this Agreement.   \"Effective Date\" shall mean the date on which the Parties sign and execute this Agreement .   \"Board\" or \"Board of Directors\" shall mean the Board of Directors MINDA IMPCO Technologies Limited.   \"Parties\" shall mean IMPCO, MIL and MINDA collectively, and the term \"Party\" shall individually refer to IMPCO, MIL and/or MINDA, as the case may be.   \"RBI\" shall mean the Reserve Bank of India.   \"Technical Know-How\" shall mean available secret, specialized and proprietary know-how, technical information, drawings, data, charts, graphs, procedure books, operation manuals and data, technical processes and other technical literature including but not limited to information of the type listed on Appendix A to the TAA, tangible or intangible, necessary for manufacture and testing of the Products which (i) is possessed and controlled by IMPCO at the date of this Agreement and (ii) IMPCO has the right to grant licenses to MINDA-IMPCO LTD. during the term of this Agreement.   \"Territory\" shall mean the geographical area under the jurisdiction of the Government of the Republic of India.   1.2   Interpretation:    In this Agreement, unless the contrary intention appears, a reference to:   i)   an \"amendment\" includes a supplement, novation, replacement or re-enactment and \"amended\" is to be construed accordingly;  ii)   \"assets\" includes properties (both present and future and whether tangible or intangible and including Intellectual Property and Intellectual Property Rights), revenues, investments, cash flows, rights, benefits, interests and titles of every description;  iii)   an \"authorisation\" includes an authorisation, consent, clearance, approval, resolution, license, permit, exemption, filing, registration or notarisation;   4\n\n\n\n\n\n  iv)   \"control\" means:     (a)   the ability to appoint more than one half of the members of the board of directors or board of management (howsoever described) of an entity or to control more than 50 per cent of the voting rights of the members of such board; or     (b)   the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting capital, by contract, laws and regulations or otherwise;  v)   a \"law\" includes any constitution, statute, law, rule, ordinance, judgment, order, decree, authorisation, or any published directive, guideline, requirement or governmental restriction having the force of law, or any determination by, or interpretation of any of the foregoing by any judicial authority, whether in effect as of the date of this Agreement or thereafter and each as amended or re-enacted from time to time;  vi)   a \"month\" is a reference to a period starting on one day in a calendar month and ending on the date immediately before the numerically corresponding day in the next calendar month, except that if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last day in that calendar month;  vii)   a \"person\" includes:\n\n\n\na)   any individual, corporation, partnership, joint venture, association of persons, trust, unincorporated organisation, government (central, state or otherwise), sovereign state (or any agency, department, authority or political subdivision thereof), international organisation, agency, authority or other entity (in each case whether or not having separate legal personality) and includes any of its successors, transferees and assigns and, in particular:     b)   in the case of an individual, any legal representative, administrator, executor and heir of that individual; and     c)   in the case of a trust, any trustee of that trust;   viii)   a \"regulation\" includes any applicable regulation, rule, official directive, order, decree, request, guideline, requirement or restriction (whether or not having the force of law but if not, being of a kind with which it is customary for companies within the relevant industry to comply) of any governmental, inter-governmental or , agency, department or regulatory, self-regulatory or other authority or organisation, each as amended or re-enacted from time to time;  ix)   a clause, a schedule or an annex is a reference to a clause of or a schedule or annex to this Agreement;   x)   a schedule, an appendix or an annex to or of a document forms an integral part of that document;   5\n\n\n\n\n\n xi)   the singular includes a reference to the plural (and vice versa);  xii)   the masculine includes a reference to the feminine and neuter;  xiii) a time of day is a reference to Indian Standard Time.;  xiv)   the term \"including\", \"include\" or \"includes\" shall be deemed to be followed by the phrase \"but not limited to\";  xv)   the index to and the headings in this Agreement are for convenience only and are not to be relied upon in construing this Agreement.   ARTICLE - 2 INCORPORATION OF JVC AND ITS SHARE CAPITAL   2.1   The Parties hereby agree to incorporate the JVC in accordance with the laws of India for the purpose of marketing and selling the Products. Subject to the approval of the Registrar of Companies, Delhi and Haryana, the name of the company will be 'MINDA IMPCO Technologies Limited' or such other name as may be agreed by the Parties. MINDA will take all necessary steps for the incorporation of MINDA-IMPCO Technologies Limited.   2.2   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.   2.3   All reasonable costs, fees and other expenses necessary for the incorporation of the JVC, such as registration fee etc., excluding any legal fees, shall be paid by MIL and will be reimbursed by the JVC upon ratification by a resolution of the Board of Directors of the JVC.   2.4   The principal activities of the JVC shall be carried out in accordance with its object clause incorporated in the Memorandum and Articles of Association (M&A).   2.5   The initial authorized capital of the JVC shall be Rs. 5,00,000/- (Rs. Five lacs only) divided into 50,000 equity shares of the nominal value of Rs. 10 each. The initial seven (7) subscribers shall collectively subscribe to 50,000 equity shares of face value of Rs. 10 each.   2.6   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.   MIL, MINDA and its associates   - 40% - In cash and /or in Kind. IMPCO   - 60% - In cash   6\n\n\n\n\n\n  In consideration thereof, the JVC will issue equity shares either at par or at premium as mutually agreed by the Parties.   2.7   Subject to regulatory approvals, if any, and the provisions of the Act, the issue, transfer and/or transmission of shares or any other dealing with the shares of the JVC, shall be in the manner prescribed in the M&A.   2.8 (a)   If in future the Parties agree that it is necessary for the JVC to raise finances by loans and/or equity or otherwise, the Board of the JVC shall decide the mode of contribution ( cash or kind ) and the extent of debt and equity. All capital contributions will be made by the Parties in proportion to their shareholding as mentioned in Article 2.6. In the event a Party fails to make its respective capital contribution to such extent, the other Party ('Acquiring Party') shall have the right to make additional capital contributions to such extent . The Party who failed to make contribution of additional capital shall provide full cooperation and assistance to the Acquiring Party in obtaining government and regulatory approvals, if any, and in executing necessary documents, including consents and no- objection certificates as may be required. In case finances are to be raised by way of loans, the Parties agree to take necessary steps to arrange for the same, including execution of corporate guarantees in favor of Financial Institutions, as and when required.\n\n\n\n(b)   In future, subject to the terms of this Agreement and the M&A, if the share capital of the JVC increases as a result of issue of shares to a third party or to the public, the Parties hereto shall acquire shares of the JVC in the same proportion as mentioned in Article 2.6 or as otherwise mutually agreed in writing by them. It is understood that in case of a public issue of equity shares of the JVC, the percentage shareholding of MIL/MINDA and IMPCO will be reduced to the extent of additional shares allotted to the public. Provided, however, that in such a case the Parties hereto shall endeavor to avoid any substantial dilution of their collective control over the JVC.     (c)   Issue of shares in the JVC to IMPCO shall be after taking the requisite approval of RBI and/or other regulatory authorities if any.   ARTICLE - 3 MEMORANDUM & ARTICLES OF ASSOCIATION OF THE JVC AND GOVERNANCE OF JVC   3.1   The M&A shall be in accordance with the law for the time being in force in India. Those provisions of this Agreement which are in conformity with the Act, shall be reflected in the M&A.   3.2   The Parties agree that the M&A shall, inter alia, to the extent possible and as permitted by law, incorporate and reflect the understanding contained in this Agreement and the Parties expressly agree that whether or not the M&A fully incorporates the stipulations hereof, or any of them, the Parties' rights and   7\n\n\n\n\n\n  obligations inter se shall be governed by this Agreement which shall also prevail in the event of any ambiguity or inconsistency between the two documents.   3.3   Unless otherwise agreed, between the Parties, the Board of Directors of the JVC shall consist of not less than five (5) and not more than twelve (12) Directors, including the Managing Director (MD). Out of the minimum number of five (5) Directors, the Parties shall be represented in the ratio of 3 : 2, i.e., three (3) Directors shall be nominated by IMPCO and two (2) Directors shall be nominated by MIL and MINDA The Directors nominated by MINDA and MIL will be referred as MINDA Directors and Directors nominated by IMPCO will be referred as IMPCO Directors. Subject to the terms of this Agreement, the representation of MIL/MINDA and IMPCO on the Board of the JVC shall always be maintained in the above mentioned ratio and IMPCO will always have a majority on the board.   It is further agreed that the first four (4 ) Directors of the JVC shall be nominated by IMPCO .   3.4 a)   IMPCO shall designate one (1) of its Directors as the Managing Director ('MD') of the JVC in accordance with the provisions of the Act. The MD shall have substantial powers of management of the JVC, subject to the supervision and control of the Board.     b)   The other Directors will hold appropriate positions in the JVC, as may be decided by the Board.   3.5   Subject to the supervision and control of the Board, the MD shall be in-charge of all day to day management of the JVC, including but not limited to all aspects of marketing, operations, sales promotion,, after sales services, personnel, employment or termination as well as remuneration of key executives, personnel, information services, customer services, marketing and sales, accounting, finance and credit collections. The MD and such other Director(s) shall conduct the business and the management operations of the JVC and the MD may, in writing, authorize officers in this behalf.   3.6   The remuneration of the MD and/or other whole time Director(s) shall be fixed and may be varied from time to time by the Board within the limits prescribed under the Act/Guidelines issued by the Government of India and subject to the approval of the shareholders and of the appropriate authorities.    3.7 a)   In the event an IMPCO Director (hereinafter called \"Original IMPCO Director\") is away for a continuous period of not less than three (3) months from the State in which the registered office of the JVC is located, the IMPCO Director shall, during his absence, nominate a person to act as an Alternate Director on behalf of the Original Director. The Alternate Director shall not hold office for a period longer than that permissible to the Original IMPCO Director in whose place he has been appointed.   8\n\n\n\n\n\n\n\n  b)   If the term of office of the Original IMPCO Director is determined before he so returns to the State as aforesaid, any provision for the automatic re- appointment of retiring Director, in default of another appointment, shall apply to the Original IMPCO Director and not to the Alternate Director.   3.8   The Parties to this Agreement shall at all times co-operate, act and vote at all meetings in support of the election of the nominee Directors to the Board.   ARTICLE - 4 GENERAL MEETINGS   4.1   The JVC shall hold the General Meeting in the manner prescribed in the Act and the Articles. The remuneration payable to the, Managing or whole-time Directors and Managers shall be determined, in accordance with and subject to the provisions of the Act.   4.2   The quorum for a General Meeting shall be five (5) members present in person or through a duly authorised representative in case of a member which is a company, provided that there shall be no quorum unless one (1) representative of IMPCO and one (1) representative of MIL/MINDA is present.   If within half an hour from the time appointed for holding a General Meeting a quorum as specified above is not present, the General Meeting shall stand adjourned by seven (7) days on the same time and place or to such other day and such other time as the Board may determine and if at such adjourned General Meeting a quorum is not present within half an hour from the time appointed for holding the General Meeting, the members present shall constitute a valid quorum .   ARTICLE - 5 BOARD MEETING   5.1   It is hereby agreed and understood between the parties that the Directors present at the Board meeting will elect the Chairman of the Board (\"the Chairman\"), who shall be a IMPCO Director. The Chairman shall have a second vote or a casting vote as per the provisions of the Act.   5.2   The Board shall decide all important matters pertaining to the management and administration of the JVC subject to the provisions of this Agreement, the M&A and the Act.   5.3   The Board meeting shall be convened and conducted in the manner laid down in the M&A.   5.4   The quorum at and throughout meetings of the Board, including adjourned meetings, shall be one third of its total strength or two Directors, whichever is higher, of which at least one will be a MIL/MINDA Director and one will be an IMPCO Director. Provided that if an MIL/MINDA or an IMPCO Director fails to be present for two consecutive meetings of the Board as a result of which a meeting of the Board   9\n\n\n\n\n\n  cannot be held for want of quorum, then either the three IMPCO or the two MIL/MINDA Directors shall constitute the requisite quorum.   5.5   All management decisions of the JVC shall require the simple majority vote of the Board either at a meeting of the Board or by resolution passed by circulation subject to the provisions of the Article 5.6 Meetings of the Board shall take place in Delhi or such other place as may be decided by the Board. For calling a Board meeting, a notice of at least fourteen [14 ] days in advance in writing shall be given to each of the Directors, including those outside India. However, a meeting of Directors may be called by giving a shorter notice provided it is mutually agreed by the Directors. Subject to the provisions of the Act, a resolution circulated and signed by all Directors shall be effective, as a resolution duly passed at a meeting of Directors. Sitting fees, travel and stay expenses (incurred by the Directors) for attending the Board meeting, if claimed by the Director(s) shall be met by the JVC as per Articles of Association of the JVC.   5.6   IMPCO shall at all times be entitled to invite any of its Affiliates, managerial, technical or financial personnel to attend the Board meetings of the JVC.   ARTICLE - 6 TRANSFER OF SHARES   6.1 (a)   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.\n\n  (b)   It is agreed that MIL/MINDA may, inter se, transfer their shares in the JVC amongst their relatives and associates as mentioned in Schedule- I annexed hereto. .     (c)   No party hereto may transfer its shares in the JVC for a period of five (5) years from the date of allotment except as provided above.   6.2   After the expiry of the five (5) year period, if a Party intends to sell any or all of its shares of the JVC (the \"Transferor\"), it shall first make an offer by a written notice to the other Parties (the \"Transferee\") to purchase such shares and the other Parties shall have the right to purchase the offered shares in proportion of their existing shareholding. . 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. The sale price of the shares shall be determined in terms of Article 6.3(c) hereof.   10\n\n\n\n\n\n  6.3 a)   Pursuant to Article 6.2, if a Transferee does not, in whole or in part, accept to purchase the shares offered in terms of Article 6.2 by the Transferor, the other Transferee may purchase all the shares offered by the Transferor at a price determined as per Article 6.3(c) hereof. 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.\n\n  b)   Any transfer of the shares of the JVC to a third party shall be subject to the full unconditional assumption in writing by such third party of all obligations of the Transferor as provided in Article 6.4.\n\n  c)   The transfer of shares, as stated hereinabove, shall be subject to all the regulatory approvals that may be required in this behalf. Such shares shall be transferred at a price which shall be the price indicated in the offer notice to the extent the same is in accordance with, the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable.   6.4   Transfer of shares to a Third Party    In case of transfer of shares by the Transferor to any third party in pursuance of the above Articles, the following conditions will apply:     i)   The third party shall enter into a deed of adherence agreeing to be bound by the provisions of this Agreement; and     ii)   The third party shall not have a conflict of interest and should not be strategically incompatible to the other Parties to the Agreement.   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.   It is expressly agreed by MINDA and MIL that, in order to give effect to the provisions of Articles 6.4, they shall provide all necessary co- operation to IMPCO, including but not limited to assistance for obtaining the necessary RBI/FIPB and other regulatory or government approvals. Further, MINDA and MIL agrees to sign/execute/file any and all documents with the Government of India or its agencies, departments or any other third party to give effect to any transfer of shares in accordance with the provisions of this Agreement.   11\n\n\n\n\n\n  6.5   Pledge of shares    The Parties agree that the shares held by them shall not be pledged to a third party or otherwise encumbered during the term of this Agreement. In the event the pledge of shares of any Party is necessitated for the purposes of the JVC, such pledge will be made only with the prior written consent and on terms acceptable to the other Parties.    ARTICLE - 7 BUSINESS ACTIVITIES   7.1   General Purpose: IMPCO and MIL/MINDA have entered into this Agreement for the purpose of establishing the JVC with the main objects of, inter alia, marketing and selling of the Products and providing other associated and incidental services to customers, and undertake other activities as mentioned in its M&A.   7.2   The JVC will be permitted to use the following words in Products which are manufactured by MINDA IMPCO Limited. \"Manufactured by MINDA IMPCO Limited, an Indo American Joint Venture\". Subject to the provisions of this Agreement, all products, will carry the trademark of MINDA IMPCO.   ARTICLE - 8 ROLE OF CONTRACTING PARTIES   8.1   Each of the Parties to this Agreement shall give their assistance to the JVC according to their respective roles to make the JVC a successful venture.   8.2   MIL/MINDA at its sole discretion will assist without any legal obligation the JVC in the following:     -   Business contacts in India and the neighboring countries;     -   Access to Indian Know-how;     -   Procurement of Indian equipment;     -   Financing from Indian sources;     -   Personnel recruitment; and     -   Administration and fiscal.     -   Support for additional business from Indian/Foreign customers; and     -   Setting up of the business of the JVC.   8.3 a)   IMPCO, at its sole discretion and without any legal obligation may assist the JVC with the following:     i)   Sales and service training     ii)   After sales services .\n\n  b)   IMPCO may assist the JVC in getting quotations from itself and from its Affiliates for equipment and components. IMPCO and MINDA agree to assist the JVC in adopting the most economical methods of procurement.   12\n\n\n\n\n\n    c)   IMPCO may make available to the JVC the services of its international marketing and distribution network and of its Affiliates.\n\n  d)   IMPCO will provide, on the basis of a program to be mutually agreed with the Parties as to people and time, training to the JVC personnel in various fields like manufacturing, design, quality, testing, etc. IMPCO will not charge any cost from the JVC. However, all the travelling, boarding and lodging expenses of the personnel of MINDA IMPCO Technologies Limited will be borne by the JVC.   ARTICLE - 9 EXPORTS   9.1   IMPCO understands and appreciates that the cost of production of products in India based on IMPCO technology could be attractive and competitive. IMPCO is confident that with their support and backing, the potential for export of the Products is likely to increase further. IMPCO may arrange for considerable export from India, subject to price competitiveness and quality. IMPCO may undertake to buy back substantial Products, subject to price competitiveness and quality. IMPCO also agrees that in accordance with their policy of global sourcing they might consider sourcing other products/components from the JVC.   9.2   Subject to the agreement of the Parties, the JVC may export the Products. Such export shall be through IMPCO. The Parties agree that any direct export of the Products would only be with the prior written consent of IMPCO. IMPCO agrees that they may consider sourcing the Products from the JVC for their Asia-Pacific operations.   9.3   Compliance with Laws. The Parties agree to comply with the Export Control Regulations of the United States Department of Commerce and other United States Government Regulations relating to the export and re-export of technical data and equipment and products produced therefrom.   Each Party agrees that it will not take any action in violation of, and will not cause the Company to take any action in violation of:     (i)   applicable laws, rules and regulations of United States of America related to the subject matter of this Agreement, or\n\n  (ii)   the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Sections 78dd-1 et seq. Which, in general, prohibits any person from making any payment of money or anything of value, directly or indirectly, to any government official and which requires the keeping of financial records in connection with foreign activities, or     (iii)   the export control laws of any country, with respect to products, services and technology obtained from such country, to the extent that any of such laws shall be applicable, or   13\n\n\n\n\n\n (iv)   the laws of the United States prohibiting or restricting business dealings with Persons of or in Cuba, Iran, Iraq, Libya, Federal Republic of Yugoslavia (Serbia and Montenegro), Republic of Bosnia and Herzegovina, North Korea and UNITA (Angola) or persons owned or controlled by any of the foregoing (including any of the \"specially designated nationals\" specified under such laws.   ARTICLE - 10 BUSINESS INFORMATION   10.1   Books of Accounts, Records and Reports: The JVC will make and keep all books of accounts, records and reports in accordance with (i) Generally Accepted Accounting Principles and (ii) as required under the Companies Act, 1956 and other applicable laws.   10.2   Financial Statements: Promptly after the end of each financial year (as defined in 9.6 below) and without any charge, the JVC will submit to IMPCO and MIL/MINDA the annual financial statement including Balance Sheets and Profit and Loss account, related Auditors Reports for such year.   10.3   Availability of Business Records: 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.   10.5   The financial year of the JVC shall be from 1st April to 31st March of each year.   ARTICLE - 11 SUCCESSORS & ASSIGNS   Successors & Assigns: All provisions of this Agreement shall inure to the benefit of and be binding upon the respective successors, representatives, heirs and permitted assigns of the Parties hereto.   ARTICLE - 12 INDEMNIFICATION   12.1   Indemnification by IMPCO: IMPCO hereby indemnifies MIL/MINDA and the JVC and agree to defend, and hold each of them harmless from and against any and all liabilities, damages, losses, claims, costs and expenses (including attorneys fees) arising out of or resulting from any misrepresentation or breach of covenant by   14\n\n\n\n\n\n  IMPCO or the non- performance of any obligation to be performed on the part of IMPCO under this Agreement.   12.2   Indemnification by MIL/MINDA: MIL/MINDA hereby jointly and severally indemnifies IMPCO and the JVC agree to defend and hold each of them harmless from and against any and all liabilities damages, losses, claims, costs and expenses (including attorney fees) arising out of or resulting from any misrepresentation or breach of covenant by MIL/MINDA or non performance of any obligations to be performed on the part of MIL/MINDA under this Agreement.   ARTICLE - 13 TRADE MARK   13.1   MINDA IMPCO Limited shall register the Trademarks \"IMPCO\" and \"MINDA-IMPCO\", or such other Trademark as may be mutually decided.   13.2   MINDA 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\". Unless otherwise agreed between the parties, the MINDA IMPCO trademark will be used on the products for sale within the Territory and the products exported would be sold with the trademark IMPCO.   13.3   LEGEND: The JVC shall have the option to carry the following legend in product advertisements, on labels or packaging of Products manufactured by MINDA IMPCO Limited under this Agreement - \"Manufactured by MINDA-IMPCO Limited, an Indo-American Joint Venture\"   ARTICLE - 14 NON-COMPETITION AND EXCLUSIVE RIGHTS   14.1   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.   14.2   MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that:\n\n\n\n(a)   during the term of the Agreement, and thereafter for a period of five (5) years after the termination of the Agreement (such termination being termination by IMPCO due to default by MINDA/MIL), MIL/MINDA shall not, directly or indirectly, either alone or collectively or through any of its associates, affiliates, including subsidiaries or any entity owned or controlled by it enter into another joint venture agreement or marketing/distribution agreement with any company or persons in respect   15\n\n\n\n\n\n  of the marketing and sale of goods similar to the Products in the Territory. by using the Technical Know-How\n\n\n\n(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. Consequently, IMPCO shall have the right, in addition to any other rights it may have, to obtain, in any court of competent jurisdiction, injunctive relief to restrain any breach or threatened breach of any provision of this Article or otherwise to specifically enforce any of the provisions hereof. This remedy is in addition to any remedy for, and not in lieu of damages, directly or indirectly suffered by IMPCO and reasonable attorney's fees.\n\n\n\n(c)   the duration for which the covenants in this Article are to be effective is reasonable. In the event that any court finally determines that the time period or the geographic scope of any such covenant is unreasonable or excessive and any covenant is to that extent made unenforceable, the parties agree that the restrictions of this Article shall remain in full force and effect for the greatest time period and within the Territory that would not render it unenforceable. The Parties agree that each of the covenants in Article shall be deemed to be a separate or independent covenant.   ARTICLE - 15 EVENTS OF DEFAULT AND CONSEQUENT TRANSFER OF SHARES   15.1   A party shall be deemed to be in default if:     a)   such party makes a material breach of any provision of this Agreement and fails to cure such breach within thirty (30) days after having received notice and demand for cure of such breach from one or more of the non-defaulting Parties;     b)   such party becomes insolvent; or     c)   such party passes a resolution to dissolve, to liquidate whether voluntary or involuntary (except for the purpose of bonafide reconstruction or amalgamation).   15.2   If any event of default provided in Article 15.1 above happens with respect to a party:   If any event of default provided in Article 15.1 above occurs with respect to a party:\n\n\n\na)   The non-defaulting Party shall after the expiry of the thirty (30) day period referred to in Article 15.1 above, at its option, be entitled to purchase all of the shares of the JVC owned by the defaulting party. For this purpose, the non-defaulting Party would make a written offer to purchase the shares of the defaulting Party at the price determined in terms of Article 15.3, and the defaulting Party will be obliged to transfer its shares within one (1) month of   16\n\n\n\n\n\n\n\nthe receipt of the written notice from the non-defaulting Party. It is clarified that the time period required to obtain Government approvals, if any, for such transfer will not be included for the purpose of calculation of the period of one (1) month stated above. It is further clarified that such transfer shall be free of all liens, charges and encumbrances in return for the payment of the purchase price stated in the offer.   OR   After the expiry of the thirty (30) day period referred to in 15.1 (a) above, the non-defaulting Party at its option, shall be entitled to sell all the shares owned by it in the JVC to the defaulting Party at the price determined in accordance with Article 15.3 below.\n\n  b)   The Parties agree that they will render full co-operation and execute all necessary documents, including consents and no-objection certificates to the Government of India, to ensure that all necessary government approvals can be procured to give effect to the provisions of this Article.   15.3   The price per share in the sale described in Article 15.2 above shall be i) the price determined in accordance with the regulations of the Securities and Exchange Board of India or the Reserve Bank of India, if applicable or, ii) in case no Government Regulations apply to price determination, then fair market price as determined by an international auditing firm or other expert designated by the party who would purchase shares from the defaulting party, whichever is lower; and   ARTICLE - 16 TERM AND TERMINATION   16.1   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.   16.2   A party shall be automatically excluded from the provisions of this Agreement if it ceases to be a shareholder in the JVC. In such event, such party shall cause all its Directors and other nominees and representatives to resign from their positions held in the JVC, immediately.   16.3   Even if this Agreement is terminated or a party is excluded from this Agreement, the claims and the liabilities of each party, existent at the time of the termination or exclusion or which shall be subsequently incurred by the cause(s) existent at the time of termination or exclusion, shall survive and be effective until they are fully performed/discharged.   16.4   If the JVC fails to sell [one million dollars (US$ 1,000,000.00)] worth of Products in the Territory within [eighteen (18)] months from the date of execution of this Agreement, both the Parties will mutually discuss whether to continue or terminate the Agreement.   17\n\n\n\n\n\n 16.5   In addition to anything contained hereinabove, this Agreement may be terminated by either Party upon the following:\n\n  (i)   in the event of an enactment of any law or regulation in India, or the adoption by the Government of India or any political subdivision thereof of any policy, guideline or other similar direction which would have the effect of requiring any change in the terms of this Agreement adverse to IMPCO; or     (ii)   in the event that all or any portion of the facilities or other assets of the JVC are nationalised or expropriated by, or taken over for a period in excess of one (1) month by the Government of India or any political subdivisions thereof; or     (iii)   an event of Force Majeure preventing the JVC from carrying on its business for a continuous period of six (6) months.     (iv)   if any Party is required, other than in accordance with the provisions of this Agreement, to transfer all or part of its shares or to reduce its percentage of shareholding in the JVC due to a change in or enactment of any law or regulation in India.   ARTICLE - 16A   USE OF TECHNICAL KNOW-HOW AFTER TERMINATION   16A.1  The Parties agree that in the event of termination of this Agreement due to any of the reasons mentioned in Article 16 above (and consequent termination of the TAA) the JVC and/or MINDA/MIL will not be entitled to use the Technical Know-How for any reason whatsoever. Provided, however, that in the event the termination of this Agreement is followed by a sale of all of the shares held by IMPCO in the JVC to MINDA/MIL, the JVC will have a right to continue to use the Technical Know How already received and absorbed on the condition that royalty payments under the TAA have been paid by the JVC to IMPCO or will be paid, as the case may be, for a minimum period of five (5) years, as provided in the TAA.   16A.2  The Parties agree that in the event of termination of the JVA (and consequently the Technology License Agreement) neither Party is agreeable to the sale of its shareholding to the other party or conversely the purchase of the shareholding of the other party, the parties will proceed to dissolve the JVC by the mechanism of voluntary winding up. For this purpose, each party will provide full cooperation and execute necessary documents and make necessary filings with any Government authorities and/or judicial bodies to ensure that JVC can be voluntarily wound up in the most time and cost efficient manner. The Parties agree that during the pendency of the winding up, the JVC will be allowed to use the Technical Know How to the extent the same is necessary for the purpose of implementing any orders pending in favour of its customers.   18\n\n\n\n\n\n  ARTICLE - 17 REPRESENTATIONS AND WARRANTIES   17.1   As of the date of this Agreement, IMPCO represents and warrants that it is a company duly incorporated and in good standing under the laws of the State of Delaware USA with an office and legal address at 16804 Gridley Place, Cerritos, California 90703 USA; that it has full legal power and authority to execute this Agreement and to form and subscribe to the Venture under the terms of this Agreement; and that performance of and compliance with the terms, provisions, and conditions of this Agreement do not conflict with or will not result in any violation of any applicable bylaw, mortgage, indenture, contract, agreement, instrument, franchise, permit, judgment, decree, order, statute, rule or regulation.   17.2   As of the date of this Agreement, MINDA and MIL, hereby represent and warrant to IMPCO as follows:   Warranties as to the Authority   This Agreement has been validly executed by MINDA and MIL and constitutes a valid and binding obligation of MINDA and MIL, enforceable in accordance with its terms. The execution and performance by MINDA and MIL of this Agreement will not:\n\n  (a)   conflict with, or result in any breach, violation of or default under the Articles or any note, bond, mortgage, lease, license, permit, agreement or other instrument or obligation to which MINDA and MIL are a party; or     (b)   to the best of MINDA and MIL's knowledge, violate any law, order, rule or regulation applicable to the them.   All actions, consents, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents or approvals) in order to enable MINDA and MIL to enter into, execute, and exercise its rights and perform and comply with its obligations under this Agreement as well as to ensure that those obligations are legally binding and enforceable have been obtained, fulfilled and done.   That MINDA and MIL acknowledge that IMPCO has entered into this Agreement in reliance on the warranties and representations made herein, collectively and severally, by MINDA and MIL. MINDA and MIL represents and warrants that the statements given in this Agreement are correct.   Warranties as to Organisation and Power   That MIL is a company limited by Shares, duly incorporated and existing under the laws of India. That MIL was incorporated on September 16, 1992 under the provisions of the Act and has its registered office at 36A, Rajasthan Udyog Nagar, Delhi 110 033 (India).   19\n\n\n\n\n\n  That MIL has all requisite corporate power and authority to own and operate its properties and to carry out the Business. That MIL has all permits, licenses and authorisations required by the concerned governmental authorities for the conduct of its Business.   Financial Information   All Financial Information furnished by MIL/MINDA is accurate and complete. The Financial Statements of MIL/MINDA have been prepared in accordance with the generally accepted accounting principles, consistently applied, in India and present a true and fair representation of the financial position of MIL/MINDA as of March 31, 2001. The net worth of MIL/MINDA as at that date is equal to at least RS 100 million.   Tax and other matters   That MIL/MINDA has duly and timely filed all tax returns required to be filed by it and has paid all taxes which are due and payable and has paid all assessments and reassessments, and all other taxes, governmental or municipal charges or levies, penalties, interest and fines due and payable by MIL/MINDA on or prior to the date hereof, which will result in any liability on its part after the Effective Date. That MIL has not incurred any liabilities for taxes since March 31, 2000 other than those in the ordinary course of business. There are no actions, suits, proceedings, investigations or claims pending or, to the best knowledge MIL/MINDA, threatened against MIL/MINDA in respect of taxes, governmental, provincial or municipal charges, levies or assessments, nor are there any matters under discussion with any governmental, provincial or municipal charges, levies or assessments asserted by any such authority.   Legal proceedings   That no legal, administrative or other proceeding or governmental investigation or unresolved dispute is pending involving, directly or indirectly, MIL/MINDA, and no legal, administrative or other proceeding or governmental investigation is threatened, which might adversely affect the condition (financial or otherwise), Business, operations, prospects or properties of MIL/MINDA. That MIL/MINDA is not subject to any judgement or court order which adversely affects or might reasonably be expected to adversely affect, the Business, operations, prospects, properties or conditions (financial or otherwise) of MIL.   20\n\n\n\n\n\n  ARTICLE - 18 CONFIDENTIALITY   18.1   During the term of this Agreement and for a period of three (3) years thereafter, all the Parties to this Agreement shall take reasonable steps to prevent disclosure of any confidential or proprietary information to any third party, which it may have received from the JVC or other Parties to this Agreement. They shall not use for any purpose (other than authorized by the supplying party) the confidential information marked or designated as \"confidential\", except for the following information:     (a)   Which, at the time of disclosure, is in the public domain or publicly known or available;     (b)   Which, after disclosure to the recipient, becomes part of the public domain or publicly known or available, except by breach of the terms of this Agreement.     (c)   Which the recipient can establish by conclusive proof that the information was in its possession at the time of disclosure to the recipient;     (d)   Which, the recipient received rightfully without any confidentiality obligation from a third party, who is not prohibited from disclosing such information;     (e)   Which is independently developed by the receiving party; and\n\n  (f)   Which is information required to be disclosed by law or as per request of any Governmental body or court of Law. Provided that the disclosing party is given prior notice and such court or Government body is requested to keep such information confidential to the extent permissible under law.   18.2   Information disclosed under this Agreement should remain the property of the disclosing party.   18.3   Without the prior consent of the disclosing Parties, no party will disclose to any third party the fact that any such information has been made available to a Party hereto.   18.4   The Parties to this Agreement shall take all reasonable efforts to ensure that the officers, employees and agents of the JVC shall observe a similar obligation of confidentiality.   ARTICLE - 19 ARBITRATION   19.1   Difference: All matters, questions, disputes, differences or claims arising between the Parties as to the effect, interpretation or application of this Agreement or as to their rights, duties or liabilities hereunder, or as to any act, matter or thing arising out of consequent to, or in connection with this Agreement (hereinafter called the Difference') will be resolved amicably through negotiations. Such negotiations will   21\n\n\n\n\n\n  commence within a period of seven (7) working days of the issue of notice in writing by either party calling for the same (hereinafter called 'the Notice').   19.2   Arbitration: In the event that such negotiations fail to so resolve the difference within a period of ninety (90) working days from the date of receipt of the notice by the other party, such difference shall be finally settled under the rules of the International Chamber of Commerce by arbitrator(s) appointed in accordance with the said Rules. The arbitration proceedings shall be conducted at London, United Kingdom, in the English language.   19.3   Cost of Arbitration: The Parties hereto shall bear respective costs in connection with the arbitration proceedings.   19.4   Performance of undisputed obligations: The existence of the Differences between the Parties hereto, or the initiation or continuance of any arbitration proceedings referred to above, will not delay or postpone the performance of the undisputed obligations of the Parties hereto and the arbitrator will take full cognizance and give due consideration to such performance, if any, in the making of the final award.   ARTICLE - 20 FORCE MAJEURE   No Party shall be held liable or responsible to the other Party for failure or delay in fulfilling or performing any obligation in this Agreement in case such failure or delays are caused by actions or events which are beyond the reasonable control of the affected party, the effect of which is to prevent or interfere with that party's performance hereunder, including, without limitation, (i) any Act of God or public enemy, fire, explosion, accident, embargo, or any other circumstances of like or different character commonly referred to as force majeure; or (ii) interruption of or delay in transportation or shortage or failure of supply of materials or equipment, breakdowns, strikes, or other labor strife from whatever cause arising; or (iii) compliance by either party here to with any order, action, directive, or request of any governmental official, department, agency, or authority. Each party agrees to give the other party prompt written notice of the occurrence of any such condition, the occurrence and the extent to which the affected Party will be unable to fully perform its obligations hereunder. Each Party further agrees to use all reasonable efforts to correct such conditions as quickly as possible and to give the other Party prompt written notice when it is again fully able to perform such obligation. Provided further that, in the event of such prevention or delay as aforesaid, both Parties hereto, instead of exercising the aforesaid option, may consult with each other in order to mutually determine the course of action to be taken, in order to minimize the effects of such prevention or delay and continue the operation of this Agreement.   22\n\n\n\n\n\n  ARTICLE - 21 WAIVER   Failure or delay by a party to require the performance of any provision of this Agreement shall not affect or impair that party's right to require full performance thereof at any time thereafter. Each party may specifically waive any breach of this Agreement by the other Party or Parties but no such waiver shall constitute a continuing waiver of similar or other breaches by the other Party or Parties.   ARTICLE - 22 SEVERABILITY   If any provision of this Agreement is determined by judicial decision to be unlawful, unenforceable or invalid, or is discovered to be so, such provision shall be severed from this Agreement. Such invalid provision(s) shall be replaced by a valid provision(s). Provided however, that the remaining provisions of this Agreement shall remain in effect and be binding on the Parties.   ARTICLE - 23 NOTICES   All notices, requests and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if delivered by hand, at the time of receipt or, if communicated by cable or similar electronic means, at the time receipt thereof has been confirmed by return electronic communication or signal that the message has been clearly received, or if mailed seven (7) days after mailing, registered airmail return receipt requested, with postage prepaid.   In case of IMPCO to:   Mr. Don L. Dominic,     Vice President and General Counsel     IMPCO TECHNOLOGIES, INC.     6804 Gridley Place     Cerritos, California 90703     U.S.A.     Fax No.: 562 860-5106\n\nIn case of MIL to:   Mr. Nirmal K. Minda     Managing Director     36-A, Rajasthann Udyog Nagar,     Delhi-110033     Fax No.: 0091 11 7241524\n\nIf to Nirmal K. Minda:   Mr. Nirmal K. Minda and/or relatives & associates     A-15, Ashok Vihar, Phase-I,     Delhi-110 052.     Fax No.: 0091 11 7241524   23\n\n\n\n\n\n  Provided, however, that if the party shall have designated a different address by notice to the other party, then to the last address, so designated.   ARTICLE - 24 MISCELLANEOUS   24.1   English shall be used in all correspondence and communications between the Parties. This Agreement and the Associated Agreements shall be prepared and executed in English. Translation of this Agreement into any other language shall be for the convenience of the Parties and all questions arising from this Agreement shall be determined by reference to the official English-language version of the Agreement.   24.2   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. The Parties hereby stipulate irrevocably that they hereby submit to the exclusive jurisdiction of the above-referred courts and for such purpose hereby waive all and any challenges to the exclusive jurisdiction of the above referred courts.   24.3   Schedule or Exhibit: Each of the Schedule(s) or Exhibit(s) referred to herein be attached hereto as an integral part of this Agreement.   24.4   Entire Agreement: This Agreement sets forth the entire agreement between the Parties and supersedes all prior other agreements and understandings between the Parties, and their officers, directors, or employees as to the subject matter hereof. None of the Parties has relied upon any oral representation or oral information given to it by any representative of any of the other Parties. No change in this Agreement shall be effective either as a result of a course of conduct or oral statements, other than by an agreement in writing duly authorized by the representatives of each of the Parties hereto.   24.5   Counterparts: the Parties shall execute this Agreement hereto, in four counterparts and each executed copy thereof shall be deemed an original without production of the others.   24.6   Any amendment(s) to this Agreement shall be made in writing and signed by the Parties to this Agreement.   24.7   Legal Costs: The Parties agree that all legal costs, expenses and fees would be borne by the respective Parties.   24.8   Winding Up: 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.   24\n\n\n\n\n\n  ARTICLE - 25 NO THIRD PARTY PAYMENT   25.1   Definition of Third Parties. The Parties represent to each other that it has not made, and agrees that it will not make, in connection with the transactions contemplated by this Agreement, or in connection with any other business transactions involving the JVC, any payment or transfer of anything of any value, directly or indirectly, to the following:     (a)   to any government official or employee (including employees of government corporations), or to any political party or candidate; or     (b)   to any officer, director, employee or representative of any actual or potential JVC customer; or     (c)   to any other person or entity if such payment or transfer would violate the laws of the country in which such payment or transfer is made or violate the laws of the United States.   25.2   Anti-Kickback. It is the intent of the Parties that no payment or transfers of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business. This section shall not, however, prohibit normal and customary business entertainment or the giving of business momentos of nominal value.   25.3   Anti-Government Official Ownership. MIL/MINDA affirms that it has disclosed to Company that no government official has an ownership interest, director indirect, in MIL/MINDA or in the contractual relationship established by this Agreement. 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. For the purpose of this Article, \"government official\" means any officer or employee of the government or any department, agency, corporation or instrumentality thereof, or any political party, and includes immediate family members and nominees of such governmental officials.   25\n\n\n\n\n\n  IN WITNESS WHEREOF, the Parties hereto have executed this Agreement and caused their respective corporate seals to be affixed by their officers thereunto duly authorized as of the day and year first written above.   Signed for & on behalf of :   MINDA INDUSTRIES LIMITED\n\n/s/ Nirmal K. Minda\n\nNirmal K. Minda Managing Director       MR. NIRMAL K. MINDA & ASSOCIATES\n\n/s/ Nirmal K. Minda\n\nNirmal K. Minda       IMPCO TECHNOLOGIES INC.\n\n/s/ Pearl Kamdar\n\nPearl Kamdar Director, Asia Pacific Operations     WITNESS:\n\n1.\n\n/s/ Rob Mercer\n\n2.\n\n/s/ Don Dominic\n\n3.\n\n  26\n\n\n\n\n\n  SCHEDULE - I   Schedule I to the Joint Venture Agreement (JVA) dated May 18, 2001     DETAILS OF MINDA AS REFERRED IN JVA;  A.   MINDA FAMILY     A.1   MR. S.L. MINDA & FAMILY     1.   MR. S.L. MINDA     2.   MRS. SAVITRI DEVI MINDA     3.   S.L. MINDA & SONS (HUF)       A.2.   MR. NIRMAL K. MINDA & FAMILY     1.   MR. NIRMAL K. MINDA     2.   MRS. SUMAN MINDA     3.   PALAK MINDA     4.   PRIDHI MINDA     5.   NIRMAL K.MINDA (HUF)       A.3.   1. MR. AND MRS. SHISHIR AGARWAL         2. MR. AND MRS. GAGAN AGARWAL   B.   ASSOCIATE COMPANIES     B1.   SWITCH AUTO PVT.LTD.     B2.   SOPAN INVESTMENT & AGRO FARMS PVT. LTD.     B3.   LATTU FINANCE & INVESTMENTS PVT.LTD.     B4.   PJPS FINANCE & INVESTMENTS PVT.LTD.   27\n\n\n\n\n\n  Signed for & on behalf of :     MINDA INDUSTRIES LIMITED      IMPCO TECHNOLOGIES INC.\n\n/s/ Nirmal K. Minda\n\n/s/ Pear Kamdar\n\nNirmal K. Minda      Pearl Kamdar Managing Director      Director, Asia Pacific Operations\n\nMR. NIRMAL K. MINDA & ASSOCIATES\n\n/s/ Nirmal K. Minda\n\nNirmal K. Minda\n\n\n\n\n\n  28"}]}, {"title": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "CO-BRANDING AGREEMENT", "answer_start": 31}], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "ebix.com, Inc.", "answer_start": 279}, {"text": "About", "answer_start": 167}, {"text": "ebix", "answer_start": 279}, {"text": "About.com, Inc.", "answer_start": 167}], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "19th day of January, 2001", "answer_start": 99}], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "19th day of January, 2001", "answer_start": 99}], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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. About will make commercially       reasonable efforts to achieve that number in twelve (12) months or less       from the Effective Date.", "answer_start": 12868}], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 39378}], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [{"text": "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. [**]", "answer_start": 15569}, {"text": "The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide site maintenance services relative to the Insurance Center substantially as provided for the ebix Site from time to time, subject to the uptime requirements as set forth in Section 13.4  [TERMINATION AND SURVIVAL].", "answer_start": 14983}], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "eBix may terminate this Agreement, [**] upon [**] to About; provided,       however, that the termination is no earlier than [**] of the Effective       Date of this Agreement.", "answer_start": 33977}], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 34609}], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 40668}], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [{"text": "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 perio", "answer_start": 35771}], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": false}, {"answers": [{"text": "the About Customer data (except to the extent that it is duplicative of       About User data and as hereinafter provided).", "answer_start": 23206}, {"text": "About shall own and retain all right, title and interest in and to any       About User data generated within the About Network (other than the       Insurance Center), and nothing in this Agreement shall confer in eBix any       right, title or interest in or to the About User Data (other than the       Insurance Center and except to the extent that it is duplicative of About       Customer Data).", "answer_start": 23961}, {"text": "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", "answer_start": 22741}], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 23330}], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 20432}], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 20432}], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 19547}, {"text": "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.", "answer_start": 19813}], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 37571}], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [{"text": "(v) 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.", "answer_start": 29228}, {"text": "eBix represents, warrants and covenants that", "answer_start": 24649}, {"text": "About represents, warrants and covenants that", "answer_start": 27155}, {"text": "(v)ebix shall       not (a) hold itself out as having any proprietary rights with respect to       the About Marks or (b) make any claim to ownership rights in the About       Marks or challenge the About Marks or the registration thereof, or (c)       attempt to register or cause to be registered the About 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 About Marks, or (d) use the       About Marks hereunder without About's approval of such use.", "answer_start": 26600}], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "EXHIBIT 10.3\n\n   [ABOUT LOGO]\n\nCO-BRANDING AGREEMENT\n\nThis Agreement (the \"Agreement\"), dated this 19th day of January, 2001 (the \"Effective Date\"), is by and between About.com, Inc. (\"About\"), a Delaware corporation, located at 1440 Broadway, 19th Floor, New York, NY 10018 and ebix.com, Inc. (\"ebix\"), a Delaware corporation, located at 1900 E.Golf Road, Schaumberg, IL 60173\n\nW I T N E S S E T H:\n\nWHEREAS, About owns and operates an Internet service known as About.com, currently located at the URL HTTP://WWW.ABOUT.COM, at which users may access a variety of content channels and a network of highly-targeted, topic-specific Web sites, and includes any site owned, operated or under the control of About (the \"About Network\");\n\nWHEREAS, ebix is the e-commerce portal for insurance on the Internet offering to consumers and insurance professionals a one-stop site, currently located at http://www.ebix.com for all kinds of insurance content ranging from consumer to business tools to broker to business tools as well as e-commerce functionality;\n\nWHEREAS, the parties desire to collaborate to create an independent co-branded channel on or accessible though the About Network at which visitors to the About Network may access insurance information, on the terms and conditions hereinafter set forth;\n\nWHEREAS, ebix desires to receive promotions on the About Network for the parties' Insurance Center and for the ebix Site (hereinafter defined).\n\nNOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of such is hereby acknowledged, the parties hereto hereby agree as follows:\n\n  1.  DEFINITIONS\n\n      \"ABOUT CONTENT\" means any and all textual, graphical, audio/visual or       other materials created or provided on or behalf of About for use on the       Insurance Center (other than the ebix Content), including but not limited       to the About Wrapper and the About Look and Feel (hereinafter defined).\n\n      \"ABOUT CUSTOMER\" means any individual or entity who has registered with       ebix either (i) through the registration process on the Insurance Center       or (ii) registers with ebix after accessing the ebix Site from a link on       the About Network.\n\n      \"ABOUT CUSTOMER DATA\" means information related specifically to About       Customers, including but not limited to: (i) internet addresses and       navigational information, including information disclosing the usage of       Links within or available through the Insurance Channel; (ii)       transactional information, including, but not limited to, names,       addresses, billing information, information requested; and (iii) any other       information that identifies an individual as an About Customer.\n\n      \"ABOUT LOOK AND FEEL\" means the distinctive and particular elements of       graphics (including the About Marks), design, organization, presentation,       layout, user interface, navigation, trade dress and stylistic convention       (including the digital implementations thereof) within the About Network       and the\n\n** Confidential treatment has been requested for portions of this document.    The redacted material has been filed with the commission pursuant to an    application for confidential treatment.\n\n      total appearance and impression substantially formed by the combination,       coordination and interaction of these elements.\n\n      \"ABOUT MARKS\" means the name, tradenames, trademarks, service marks, logos       and other distinctive brand marks of About, adopted by About, or used in       or relating to About's business from time to time, whether or not in       connection with its performance of this Agreement,\n\n      \"ABOUT NETWORK\"\" means the About Site, all Web sites owned and operated       solely by About, and those portions of third party Web sites in which       About has a right to sell advertisements.\n\n      \"ABOUT SITE HOME PAGE\" means, with respect to the US version of the About       Site, the Web page that is displayed to the About User (hereinafter       defined) when the URL WWW.ABOUT.COM (and any evolution thereof) is       inputted in the user's browser, whether manually, or by means of a Link.\n\n      \"ABOUT GUIDE SITE\" means an individual specific topical area within the       About Site, which is accessible from within a Channel, as comprised from       time to time.\n\n      \"ABOUT GUIDE SITE HOME PAGE\" means, with respect to any About Guide Site,       the Web page that is displayed to the About User when the URL       [guidesitename].about.com (and any evolution thereof) is inputted in the       user's browser, whether manually or by means of a Link.\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\n      \"About Guide Site Sub-Pages\" means, with respect to any About Guide Site,       all of the Web pages within an About Guide Site other than the About Guide       Site Home Page.\n\n      \"ABOUT USER\" means any individual or entity that accesses the About       Network or any About Guide Site.\n\n      \"ABOUT USER DATA\" means information related specifically to About Users,       including but not limited to (i) Internet addresses and navigational       information, including information disclosing the usage of Links within or       available through an About Guide Site; (ii) transactional information,       including names, addresses, billing information, information requested,       method of payment; and (iii) any other information that identifies an       individual or entity as an About User.\n\n      \"ABOUT WRAPPER\" means a navigation bar designed by About, in its sole       discretion, and approved by ebix, that may, as determined by About,       contain the About Look and Feel, the About Marks, and standard About       header, footer, tabs, navigational elements, copyright notice and other       attributes set forth in EXHIBIT A that reflect the then current design of       the About Guide Sites.\n\n      \"ADVERTISING IMPRESSION\" means an Advertising Placement (hereinafter       defined) having been served by About or About's third party advertising       server for display on the About Network that redirects an About User to       the Insurance Center.\n\n      \"ADVERTISING PLACEMENT\" is any standard unit of advertising served and       displayed by About (or its designated agent) on the About Network, whether       or not e-Bix branded, pursuant to Section 5 that: (A) advertises or       otherwise promotes (i)ebix, (ii) the Insurance Center, or any combination       of the foregoing, and (B) Links to the Insurance Center or the ebix Site.       Standard About.com advertising units include, but are not limited to:       468x60 pixel banners, 120x60 pixel buttons; \"MarketPlace\" text link, 18       characters; \"SuperLink\" text link, 2 lines at 20 characters per line or 1       wrapped line at 40 characters, plus one link for URL (250 character       limit).\n\n      \"CONFIDENTIAL INFORMATION\" means all non-public information concerning       either party, its subsidiaries and affiliates, and their respective       officers, agents, employees, consultants, licensors, suppliers and\n\n** Confidential treatment has been requested for portions of this document.    The redacted material has been filed with the commission pursuant to an    application for confidential treatment.\n\n                                       2\n\n      customers, including but not limited to business plans, systems       configurations, technologies, data files, reports, projections,       initiatives, user data and site usage data.\n\n      \"CHANNEL\": means a collection of topic-specific Guide Sites (Example:       Sports, Games)\n\n      \"AUTOS CHANNEL HOME PAGE\" means the Web page that is displayed to the       About user when the URL HTTP://HOME.ABOUT.COM/AUTOS/INDEX.HTM (and any       evolution thereof) is inputted in the About Users browser, which is the       area of the About Network currently dedicated to the promotion of       automobiles generally, and contains Links to the Insurance Center.\n\n      \"FAMILY/PARENTING CHANNEL HOME PAGE\" means the Web page that is displayed       to the About User when the URL HTTP://HOME.ABOUT.COM/FAMILY/INDEX.HTM (and       any evolution thereof) is inputted in the About Users browser, which is       the area of the About Network dedicated to the promotion of family and       parenting generally, and contains Links to the Insurance Center.\n\n      \"HEALTH CHANNEL HOME PAGE\" means the Web page that is displayed to the       About User when the URL HTTP://HOME.ABOUT.COM/HEALTH/INDEX.HTM (and any       evolution thereof) is inputted in the About Users browser, which is the       area of the About Network dedicated to the promotion of health issues       generally, and contains Links to the Insurance Center.\n\n      \"MONEY CHANNEL HOME PAGE\" means the Web page that is displayed to the       About User when the URL HTTP://HOME.ABOUT.COM/MONEY/INDEX.HTM (and any       evolution thereof) is inputted in the About Users browser, which is the       area of the About Network dedicated to the promotion of money issues       generally, and contains Links to the Insurance Center.\n\n      \"REAL ESTATE CHANNEL HOME PAGE\" means the Web page that is displayed to       the About User when the URL HTTP://HOME.ABOUT.COM/REALESTATE/INDEX.HTM       (and any evolution thereof) is inputted in the About Users browser, which       is the area of the About Network dedicated to the promotion of real estate       issues generally, and contains Links to the Insurance Center.\n\n      \"EBIX CONTENT\" means the Links and information available on the ebix Site       and supplied to the Insurance Center pursuant to this Agreement, and any       other textual, graphical, audio, visual or other materials created or       provided by or on behalf of ebix for use in the Insurance Center.\n\n      \"EBIX MARKS\" means the name, tradenames, trademarks, service marks, logos       and other distinctive brand marks of ebix adopted by ebix or used in or       relating to ebix business from time to time, whether or not in connection       with its performance of this Agreement, including but not limited to those       identified in EXHIBIT B attached hereto.\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\n      \"EBIX SITE\" means the Internet-based Site maintained and operated by ebix       at the URL HTTP://WWW.EBIX.COM.\n\n      \"FILLED APPLICATION FORM\" means when an About User accesses an application       form for buying insurance through a Link from the Insurance Center and       completely fills out all fields of the form and clicks the \"Submit\"       button. The sample format of the application form is enclosed in Exhibit       J. If ebix wishes to increase the length of the Filled Application Form by       more than 10% during the Term, About must approve such change.\n\n      \"INSURANCE CENTER\" means a channel accessible from the About Site Home       Page and other Links or Advertising Placements, created and maintained by       ebix hereunder and on which (i) the About Marks and About Wrapper appear,       and (ii) the ebix Content is displayed pursuant to this Agreement.\n\n** Confidential treatment has been requested for portions of this document.    The redacted material has been filed with the commission pursuant to an    application for confidential treatment.\n\n                                       3\n\n      \"LAUNCH DATE\" means the date on which the ebix Content is first displayed       to the public on the Insurance Center.\n\n      \"LINK\" means a hyperlink or so called \"hot link\" in graphical and/or       textual format located on any Site which takes a user directly to another       Site.\n\n      \"MARKS\" means the About Marks and the ebix Marks collectively.\n\n      \"PARTNERSHIP BOX\" means an area within an About Web page containing search       functionality by which an About User shall have the ability to search for       insurance information and access the Insurance Center , which shall appear       in substantially the form and manner as set forth on EXHIBIT D.\n\n      \"PROMOTIONAL IMPRESSIONS\" means an Advertising Placement having been       served by About or About's third party advertising server for display on       the About Network that redirects an About User to the Insurance Center\n\n      \"QUARTER\" shall mean any increment of three (3) months. The first of these       Quarters, which do not necessarily conform to calendar quarters, shall       commence on the first day of the month following the Launch Date and are       to be measured in consecutive three (3) month increments following       thereafter.\n\n      \"SITE\" means any interactive site or area, including by way of example and       without limitation, a site on the World Wide Web portion of the Internet.\n\n2.    TERM\n\n2.1   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. About will make commercially       reasonable efforts to achieve that number in twelve (12) months or less       from the Effective Date.\n\n3.    DEVELOPMENT, OPERATION AND ADMINISTRATION OF INSURANCE CENTER; EXCLUSIVITY\n\n3.1   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. 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\n\n3.2   The Insurance Center shall be hosted solely by ebix and contained in an About Wrapper and ebix shall, during the Term, provide site maintenance services relative to the Insurance Center substantially as provided for the ebix Site from time to time, subject to the uptime requirements as set forth in Section 13.4  [TERMINATION AND SURVIVAL].\n\n** Confidential treatment has been requested for portions of this document.    The redacted material has been filed with the commission pursuant to an    application for confidential treatment.\n\n                                       4\n\n3.3   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. [**]\n\n  4.  ADVERTISING IMPRESSIONS; INTEGRATION IMPRESSIONS; APPLICATIONS\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\n4.1   Commencing on the Effective Date and continuing until March 15, 2001,       About shall deliver to ebix [**] Advertising Impressions in the form and       manner set forth on EXHIBIT G; About will not begin to deliver the       Impressions as set forth in Exhibit G until the Insurance Center is live       and fully functional.\n\n4.2   Commencing on or about March 20, 2001 and continuing throughout the Term,       About shall deliver to ebix the greater of [**] Promotional Impressions,       or the number of impressions as calculated according to the terms set       forth in Section 4.5  [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], in the form and manner as set forth on EXHIBIT H.\n\n4.3   If this Agreement is terminated by either party pursuant to Sections 13.1  [TERMINATION AND SURVIVAL],       13.2  [TERMINATION AND SURVIVAL] or 13.3  [TERMINATION AND SURVIVAL] prior to the expiration of the Term of this Agreement, About       shall be obligated to deliver only a pro-rated number of impressions and       Filled application forms to ebix\n\n4.4   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.\n\n4.5   Additionally, About shall use commercially reasonable efforts to deliver       [**] Filled Application Forms per Quarter. If, however, at the end of a       Quarter, About has not generated the applicable Quarterly Filled       Application goals as set forth on EXHIBIT I, About shall deliver       additional advertising impressions, in the amounts also set forth on       EXHIBIT I.\n\n4.6   Notwithstanding Section 7.1, pursuant to sections 2.1 and 3.1, commencing       on or about February 15, 2001 and continuing through out the Term, About       shall maintain all the Links and Partnership Box integration as set forth       in section 3.1\n\n5.    PAYMENTS AND REPORTS\n\n5.1   ebix shall pay to About, [**] in consideration for the Advertising Impressions as set forth in Section 4.1  [ADVERTISING IMPRESSIONS; INTEGRATION IMP...], herein, no later than seven (7) business days from the Effective Date , which shall be paid to About via wire transfer, pursuant to the following instructions:[**]\n\n5.2 In addition, ebix agrees to pay to About a fee of [**] for [**] and [**] from [**] up to [**] (the \"Application Fees\"). The payment of the Application Fees are to be due within 30 days after the end of the month in which the Application Fees were generated. Such payments shall be accompanied by a report stating the number of Filled Application Forms generated during the previous month, as well as the amount due to About. Ebix will track the number of Filled Application Forms generated by About Customers.\n\n** Confidential treatment has been requested for portions of this document.    The redacted material has been filed with the commission pursuant to an    application for confidential treatment.\n\n                                       5\n\n5.3   If any of the payments are not received on or before the appropriate dates       as described above, About shall have the right to charge ebix interest on       the overdue amount at the rate of 6% per year,, calculated from 30 days       after the end of the month for which payment is made until the date of       ebix's payment of such amount, which interest shall be in addition to such       fees due and owing About. In addition, About shall be entitled to its       reasonable costs and expenses (including attorneys' fees) in connection       with any action to collect fees under or to otherwise enforce this       Agreement.\n\n5.4   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. If the audit reveals that ebix has paid About less than the sum to which About is entitled, ebix agrees to pay About.com the additional sums due. If such sums exceed five percent (5%) of the total monies owed in connection with such audited amount to About ,ebix will pay for all costs reasonably incurred by About in connection with the audit.\n\n6.    LICENSE TO USE MARKS\n\n6.1   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.\n\n      . 6.2   Each party retains all right, title and interest in and to its respective       Marks and nothing contained herein shall confer in the other party any       right, title or interest in or to such Marks. Any use by the party (the       \"Licensee\") of the other party's (the \"Licensor\") Marks shall conform with       any usage guidelines or instructions that the Licensor may provide from       time to time, and Licensee shall promptly remedy any failure to conform       with such guidelines as are communicated to it by Licensor. Anything       contained herein to the contrary notwithstanding, the Licensee shall,       prior to any use of Licensor's Marks pursuant to this Agreement, submit to       Licensor a sample of the proposed use thereof and obtain from the Licensor\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\n      approval of such sample. All goodwill associated with the use of       Licensor's Marks shall inure to the benefit of such Licensor.\n\n7.    RIGHT TO REDESIGN AND RE-INDEX\n\n      7.1   About may, at any time, revise the design, Look and Feel, and layout             of the About Network. If, in About's reasonable opinion, any such             revision would result in the need for ebix to modify its Links to             and/or from the About Network or any of the Channels or Guide Sites             mentioned herein, and as applicable, About shall provide ebix with a             written notice stating the need for such revision, and ebix shall,             within not more than thirty (30) days from the date of such notice,             modify its Links. About shall have the right to approve in advance             such modification.\n\n8.    CREDIT\n\n8.1   eBix shall receive all page view, impression, reach duration and frequency       credit resulting from About Users accessing the Insurance Center.\n\n9.    OWNERSHIP\n\n9.1   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\n\n** Confidential treatment has been requested for portions of this document.    The redacted material has been filed with the commission pursuant to an    application for confidential treatment.\n\n                                       6\n\n      the About Customer data (except to the extent that it is duplicative of       About User data and as hereinafter provided). 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. During the Term       and any time thereafter, eBix shall not sell, lease, transfer,       disseminate, display or otherwise disclose any About User data to any       third party or otherwise use the same for any reason other than as set       forth herein. However, ebix shall not be prohibited from selling, leasing,       transferring, disseminating, displaying or otherwise disclosing any About       Customer Data, as defined in Section 1 above.\n\n9.2   About shall own and retain all right, title and interest in and to any       About User data generated within the About Network (other than the       Insurance Center), and nothing in this Agreement shall confer in eBix any       right, title or interest in or to the About User Data (other than the       Insurance Center and except to the extent that it is duplicative of About       Customer Data).\n\n9.2   Other than set forth herein, all intellectual and proprietary information,       supplied or developed by either party shall be and remain the sole and       exclusive property of the party who supplied and developed same.\n\n10.   REPRESENTATIONS, WARRANTIES AND COVENANTS\n\n10.1  eBix represents, warrants and covenants that (i) the execution, delivery       and performance by ebix of this Agreement and the consummation by it of       the transactions contemplated hereby will not conflict with or violate any       provision of law, rule or regulation to which ebix is subject, or any       agreement or other instrument applicable to ebix or binding upon ebix, its       assets or properties; (ii)ebix is the sole and exclusive owner of the ebix       Marks and the ebix Content and ebix has the unqualified right and power to       render the performances and activities contemplated under the terms of       this Agreement, included but not limited to the right to publish all       materials, software, content, products or services appearing on and       accessible to About Users linking from the Insurance Center to the About       Network or provided by About for use on the Insurance Center; (iii) the       ebix Marks and other content provided by ebix hereunder, including but not       limited to the ebix Content, or appearing on and accessible to About Users       linking from the Insurance Center to the About Network , will not infringe       upon or violate the copyright, trademark, patent, or other intellectual       property rights or interests of any third party or misappropriate the       trade secrets of any third party, constitute false advertising, unfair       competition, defamation, invasion of privacy or publicity rights, moral or       otherwise, or violate any anti-discrimination law or regulation; (iv)ebix       will take commercially reasonable precautions to insure that the Insurance       Center and the ebix Site are and will continue to be free of any software       disabling devices , including, but not limited to, time bombs, viruses or       devices of a similar nature, or any defamatory, slanderous, libelous,       illegal, pornographic or obscene material or services; and (v)ebix shall       not (a) hold itself out as having any proprietary rights with respect to       the About Marks or (b) make any claim to ownership rights in the About       Marks or challenge the About Marks or the registration thereof, or (c)       attempt to register or cause to be registered the About 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 About Marks, or (d) use the       About Marks hereunder without About's approval of such use.\n\n10.2  About represents, warrants and covenants that (i) the execution, delivery       and performance by About of this Agreement and the consummation by it of       the transactions contemplated hereby will not conflict with or violate any       provision of law, rule or regulation to which About is subject, or any       agreement or other instrument applicable to About or binding upon About,       its assets or properties; (ii) About is the sole and exclusive owner of       the About Marks and About has the unqualified right and power to render       the performances and activities contemplated under the terms of this       Agreement, included but not limited to the right to publish all materials,       software, content, products or services appearing on and accessible to\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\n      About Users linking from the Insurance Center to the About Network\n\n** Confidential treatment has been requested for portions of this document.    The redacted material has been filed with the commission pursuant to an    application for confidential treatment.\n\n                                       7\n\n      or provided by About for use on the Insurance Center; (iii) the About       Marks and other content provided by About hereunder, or appearing on and       accessible to About Users linking from the Insurance Center to the About       Network , will not infringe upon or violate the copyright, trademark,       patent, or other intellectual property rights or interests of any third       party or misappropriate the trade secrets of any third party, constitute       false advertising, unfair competition, defamation, invasion of privacy or       publicity rights, moral or otherwise, or violate any anti-discrimination       law or regulation; (iv) About will take commercially reasonable       precautions to insure that the About Network and the About Network are and       will continue to be free of any software disabling devices , including,       but not limited to, time bombs, viruses or devices of a similar nature;       and (v) 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.\n\n11.   INDEMNIFICATION\n\n11.1  eBix will defend, indemnify and hold About, its officers, directors,       agents, employees and consultants (collectively the \"About Indemnified       Parties\") harmless from and against any third party claims against About       for all liabilities, claims, actions, damages, losses, settlements, and       costs, and expenses (including, without limitation reasonable attorneys'       fees) relating to or arising out of ebix's breach of its warranties,       representations, responsibilities or covenants hereunder.\n\n11.2  About will defend, indemnify and hold ebix, its officers, directors,       agents, employees and consultants (collectively the \"eBix Indemnified       Parties\") harmless from and against any third party claims against ebix       for all liabilities, claims, actions, damages, losses, settlements, and       costs, and expenses (including, without limitation reasonable attorneys'       fees) relating to or arising out of About's breach of its warranties,       representations, responsibilities or covenants hereunder.\n\n11.3  The indemnified party agrees to (i) provide prompt written notice (in       accordance with Section 15.7  [MISCELLANEOUS] below) of any such claim to the indemnifying       party, (ii) allow the indemnifying party to control and conduct the       defense of the claim and settlement negotiations, including but not       limited to, providing the indemnifying party with all reasonably available       information, assistance, authority, and cooperation reasonably required to       enable the indemnifying party to defend and settle the claim. No       settlement or compromise hereunder shall be made which binds the       indemnified party without the express written consent of the indemnified       party.\n\n12.4  Each party shall promptly inform the other party of any event or       circumstance, and provide all information pertaining thereto, related to       or arising from this Agreement which could lead to a claim or demand       against the other party by any third party with respect to any content       supplied hereunder for use on the Insurance Center.\n\n12.   CONFIDENTIALITY\n\n12.1  The parties may from time to time receive from one another certain       information that is proprietary or confidential to the disclosing party,       including the About Confidential Information and the ebix Confidential       Information (collectively, the \"Confidential Information\"). The recipient       of such Confidential Information shall hold such Confidential Information       in confidence, shall not use it except to further its relationship with       the other party under this Agreement, and shall not publish or disclose it       to third parties unless authorized in writing by the disclosing party.       These restrictions shall not apply to any Confidential Information: (i)       after it has become generally available to the public without of breach of       this Agreement by the receiving party; (ii) is rightfully in the receiving       party's possession before disclosure to it by the disclosing party; (iii)       is independently developed by the\n\n** Confidential treatment has been requested for portions of this document.    The redacted material has been filed with the commission pursuant to an    application for confidential treatment.\n\n                                       8\n\n      receiving party; (iv) rightfully received the receiving party from a third       party without confidentiality; or (v) is required to be disclosed under       operation of law or administrative process. Upon expiration or termination       of this Agreement for any reason, each party will promptly and at the       direction of the other party, either destroy or return to the disclosing       party, and will not take or use, all items of any nature which belong to       the disclosing party and all records (in any form, format or medium)       containing or relating to Confidential Information. The parties'       obligations under this Section 12 shall survive the termination or       non-renewal of this Agreement.\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\n13.   TERMINATION AND SURVIVAL\n\n13.1  eBix may terminate this Agreement, [**] upon [**] to About; provided,       however, that the termination is no earlier than [**] of the Effective       Date of this Agreement.\n\n13.2  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.\n\n13.3  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.\n\n13.4 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. In the event of any downtime and/or maintenance in excess of the aforementioned amount, such shall be deemed a material breach and ebix shall have twenty four (24) hours in which to cure such breach. If such breach is not cured to About's reasonable satisfaction, About may remove the ebix Links after informing either the President, CFO or CTO of ebix until About reasonably determines that the ebix Web Site is operational and fully functional.\n\n13.6 Upon termination of this Agreement, any and all licenses granted by one party to the other hereunder shall immediately terminate, and the parties shall immediately cease the use of the other party's Marks, material or content provided in connection with this Agreement, and shall remove all Links to and from one another's Sites, and About shall remove all Links between the About Network and the Insurance Center. Each party shall return the Confidential Information of the other party.\n\n13.7 The rights and obligations of the parties hereto under Sections 5.3  [PAYMENTS AND REPORTS], 5.4  [PAYMENTS AND REPORTS], 9, 10, 11, 12, 14, and 15 shall survive the expiration or termination of this Agreement and continue in full force and effect notwithstanding such expiration or termination.\n\n14.   LIMITATION OF LIABILITY\n\n** Confidential treatment has been requested for portions of this document.    The redacted material has been filed with the commission pursuant to an    application for confidential treatment.\n\n                                       9\n\n14.1  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. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE TOOLS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.\n\n15.   MISCELLANEOUS\n\n15.1  Each party is an independent contractor and not an employee of the other party. Each party understands and agrees that (i) its employees are not entitled to any benefits provided to any employee of the other party and (ii) it is solely responsible for reporting as income any compensation received hereunder. Each party is responsible for compliance with all federal, state and local laws, regulations and orders in connection with taxes, unemployment insurance, social security, worker's compensation, disability or like matters.\n\n15.2  This constitutes the entire agreement between the parties with respect to the subject matter hereof, and no statement, promise, or inducements made by either party or agent of either party that is not contained in this written Agreement shall be valid or binding. This Agreement may not be modified or altered except in writing signed by both parties.\n\n15.3  In the event any provision of this Agreement is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and the other provisions of this Agreement will remain in full force and effect.\n\n15.4  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. Litigation initiated by ebix shall be filed in New York, whereas litigation initiated by About shall be filed in Illinois. Both parties submit to personal jurisdiction of Illinois or New York, to effectuate the terms of this paragraph, and further\n\nSource: EBIX INC, 10-Q, 5/15/2001\n\n\n\n\n\nagree that any cause of action arising under this Agreement shall be brought in state or federal courts of the States of New York or Illinois, counties of New York or Cook, respectively.\n\n15.5  Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence (a \"force majeure event\"). If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.\n\n15.6  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.\n\n15.7  Any notice under this Agreement will be in writing and delivered by personal delivery, overnight courier, or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, one (1) day after deposit with an overnight courier, three (3) days after deposit in the mail, or upon confirmation of receipt of facsimile. Notices sent to About at the address listed above will be addressed to President, Corporate Development and notices sent to ebix at the address listed will be addressed to Richard\n\n** Confidential treatment has been requested for portions of this document.    The redacted material has been filed with the commission pursuant to an    application for confidential treatment.\n\n                                       10\n\nBaum, 1900 E.Golf Road, Suite 1200, Schuamberg, IL 60173 and each will be sent to the appropriate address set forth above or such other address as that party may specify in writing pursuant to this Section.\n\nAgreed and Accepted:\n\nEBIX.COM, INC.                           ABOUT.COM, INC.\n\nName:                                    Name:      -------------------------------          -------------------------------\n\nTitle:                                   Title:       ------------------------------           ------------------------------\n\nSignature:                               Signature:           --------------------------               --------------------------\n\nDate:                                    Date:      -------------------------------          -------------------------------\n\n** Confidential treatment has been requested for portions of this document.    The redacted material has been filed with the commission pursuant to an    application for confidential treatment.\n\n                                       11\n\nSource: EBIX INC, 10-Q, 5/15/2001"}]}, {"title": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "SPONSORSHIP AGREEMENT", "answer_start": 0}], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Eco Science Solutions, Inc.", "answer_start": 176}, {"text": "Fruit of Life Productions LLC", "answer_start": 128}, {"text": "Promoter", "answer_start": 161}, {"text": "Sponsor", "answer_start": 206}], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "1st day of April, 2018 (", "answer_start": 78}], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "1st day of April, 2018", "answer_start": 78}], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.", "answer_start": 1436}], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 6058}], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 6395}], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "Sponsors must have their own liability insurance with limits of one million dollars.", "answer_start": 4758}], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "EcoScienceSolutionsInc_20180406_8-K_EX-10.1_11135398_EX-10.1_Sponsorship Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "SPONSORSHIP AGREEMENT This agreement (the \"Agreement\") is made effective this 1st day of April, 2018 (\"Effective Date\") between Fruit of Life Productions LLC, (\"Promoter\") and Eco Science Solutions, Inc.,(\"Sponsor\"), 1135 Makawao Avenue, Suite 103-188, Makawao, Hawaii, 96768.\n\nContribution by Sponsor: In consideration for the right to sponsor the Kaya Fest and to be acknowledged by Fruit of Life Productions LLC., as a Promoter of the event during the term of this Agreement, Sponsor agrees to contract with Fruit of Life Productions LLC., for the amount of $250,000.00 to be paid in full upon signing of this agreement.\n\nBank Wire Transformation Information See Attached Wire Instructions\n\nSponsorship Benefits for Presenting Partner Sponsor:\n\n* Main Stage named after your brand * 4 10x10 on site vendor booths * 50 VIP Sponsor Passes / 50 GA tickets for both days * 4 Parking passes * Opportunity to participate in after party * Banner placement in venue (10) * Approved audio/video assets to be provided as promotional use for Herbo * Name and phrase called out on stage between performers set * Your logo and a link from our website to your website * Your logo on video wall * Your company name and logo as a presenting sponsor * Banner at main entrance of venue * On stage banner placement * Logo in Backstage/VIP area * Mention on social media * Logo on Step and Repeat * Logo on all promotional print\n\nTerms and Termination: The term of this agreement will begin on April 1, 2018 and continue until April 30, 2018 at 11:59pm.\n\nRelationship of Parties: The parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership or agency relationship of any kind between the parties.\n\n1\n\nSource: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018\n\n\n\n\n\nIntellectual Property: 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. Sponsor agrees that it will not use Kaya Fest property in a manner that states or implies that Kaya Fest endorses Sponsor (or Sponsors products or services) without written approval from Fruit of Life Productions LLC.\n\nIdemnification: Sponsor shall indemnify and hold harmless, Fruit of Life Productions LLC, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorney's fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Sponsor or its officers, directors, entities, employees, agents; (ii) any use of Sponsor's name, logo, Website, or other information, products, or service provided by Sponsor; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Sponsor in this Agreement. (iv) any changes in company value or brand value. The attendance and marketing reach estimates made in negotiations were made for the purposes of this agreement are mere estimate and not be interpreted as guaranties. . Confidentiality Confidential Information is all information that is marked such and all other information which a reasonable person would consider to be confidential. Confidential Information shall include, but is not limited to, information regarding the organization, its operations, programs, activities, financial condition, strategies, timelines, corporate/programming roadmap, surprise performers/guest appearances, event access information and membership or customer list. During the Term, each party shall use and reproduce the other party's Confidential Information only for purposes of this Agreement with written authorization by disclosing party, and only to the extent necessary for such purpose. Each party shall restrict disclosure of the other party's Confidential Information to its employees and agents with a reasonable need to know such Confidential Information, and shall not disclose the other party's Confidential Information to any third party without the prior written consent of the other party.\n\nCancellation: 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. Exhibiting: Sponsors are bound by the same terms and conditions, if exhibiting, as all other vendors of event. Sponsors must have their own liability insurance with limits of one million dollars.\n\nBanners: Sponsors are responsible for creating their own banners. Banners placement will be determined by the Promoter. Sponsors are responsible for the hanging of their banners and removal after the event. Banners must be responsibility secured and not have any dangerous edges/sticks that may not cause harm if used inappropriately.\n\nGeneral Provisions: Warranties: Each party covenants, warrants and represents that it shall comply with all laws and regulations applicable to this Agreement performance of its obligations, and that it shall exercise due care and act in good faith at all times in the performance of its obligations hereunder. The provisions of this section shall survive termination of this Agreement. This agreement is not an attempt to give legal advice or constraints as it relates to Florida law and Cannabis/Marijuana law in any jurisdiction. The Sponsor understands that they are free to seek legal advice on the content of this agreement and applicable law from independent counsel. Binding effect: This Agreement shall bind the parties, their respective heirs, personal representatives, successors and assigns.\n\n2\n\nSource: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018\n\n\n\n\n\nGoverning 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. In case of a dispute, the parties agree to pursue Arbitration as the preferred method to seek a remedy and the parties waive the right to a jury trial. 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. Entire Agreement: This Agreement and its attachments constitute the entire agreement between the parties and supersede all prior agreements, oral or written, relating to the Sponsorship. This Agreement may only be admitted in a writing signed by both parties. The agreement is confidential, and the parties agree not to file or record in public records. Notice: All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth below, and shall be deemed to have the duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).\n\nFruit of Life Productions LLC (Promoter) Address: 16115 SW 117t h Ave. Suite 21-A Miami, Florida 33177\n\nEcoScience Solutions, Inc. (Sponsor) Address: 1135 Makawao Avenue, Suite 103-188 Makawao, Hawaii 96768\n\nThe Sponsor agrees that upon acceptance, this agreement shall be deemed to form and binding contract between the Sponsor and Promoter. The Sponsor agrees to abide by the terms set forth in the Terms and Conditions of Sponsorship agreement.\n\nAll parties have executed this Agreement through their duly authorized representatives as of the first date written below.\n\nSponsor: Eco Science Solutions, Inc.\n\nBy: /s/Jeffery Taylor Name: Jeffery Taylor Title: CEO Date: 4/01/2018\n\nPromoter: Fruit of Life Productions LLC:\n\nBy:/s/Stella McLaughlan Name: Stella McLaughlan Title: Event Coordinator Date: 4/01/2018\n\n3\n\nSource: ECO SCIENCE SOLUTIONS, INC., 8-K, 4/6/2018"}]}, {"title": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "FRANCHISE AGREEMENT", "answer_start": 206844}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "\"we,\" \"us,\" or \"our\"", "answer_start": 2395}, {"text": "\"you\" or the \"Franchisee\"", "answer_start": 2544}, {"text": "Goosehead Insurance Agency, LLC", "answer_start": 14}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": true}, {"answers": [{"text": "Effective Date:", "answer_start": 206658}, {"text": "THIS FRANCHISE AGREEMENT (the \"Agreement\") is made and entered into as of the \"Effective Date\" that we have indicated on the signature page of this Agreement by and between:", "answer_start": 2055}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 10593}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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: 2.2.1 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).", "answer_start": 10798}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 274160}, {"text": "With respect to franchisees governed by Minnesota law, we will comply with Minn. Stat. \u00a7 80C.14, Subds. 3, 4, and 5 which require, except in certain specified cases, that a franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice of non-renewal of the Franchise Agreement, and that consent to the transfer of the franchise not be unreasonably withheld.", "answer_start": 268795}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": false}, {"answers": [{"text": "This Agreement will be interpreted and construed exclusively under the laws of the State of Texas, which laws will prevail in the event of any conflict of law (without regard to, and without giving effect to, the application of Texas choice-of-law rules); provided, however, that if the covenants in Section 19 of this Agreement would not be enforced as written under\n\nPage 55 of 80\n\n\n\n\n\nTexas law, then the parties agree that those covenants will instead be interpreted and construed under the laws of the state in which the Franchised Business is located.", "answer_start": 192721}, {"text": "The Franchise Agreement requires application of the laws of the State of Texas.", "answer_start": 248353}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [{"text": "Member covenants and agrees that during the term of the Franchise Agreement, 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:", "answer_start": 221779}, {"text": "19.3.1 Divert or attempt to divert any actual or potential business or customer of any Goosehead Business to any competitor or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System.", "answer_start": 172045}, {"text": "(iii) Either directly or indirectly for him/herself or on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity, own, maintain, operate, engage in, be employed by or accept any compensation or remuneration from, or have any interest in any Competitive Business.", "answer_start": 222746}, {"text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above: 19.5.1 you will not directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person, firm, partnership, corporation, or other entity, sell, assign, lease, and/or transfer the Approved Location to any person, firm, partnership, corporation, or other entity that you know, or have reason to know, intends to operate a Competitive Business at the Approved Location; and 19.5.2 you will not solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "answer_start": 173840}, {"text": "19.3.3 Own, maintain, develop, operate, engage in, franchise or license, make loans to, lease real or personal property to, be associated with, accept any compensation or remuneration from, and/or have any whatsoever interest in, or render services or give advice to, any Competitive Business.", "answer_start": 172945}, {"text": "The Franchise Agreement contains a covenant not to compete which extends beyond the termination of the franchise.", "answer_start": 247789}, {"text": "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", "answer_start": 227713}, {"text": "advice to any Competitive Business and which business is, or is intended to be, located within the city or county in which the Approved Location is situated.", "answer_start": 228203}, {"text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:", "answer_start": 171634}, {"text": "(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.", "answer_start": 222098}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": false}, {"answers": [], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [{"text": "Member covenants and agrees that during the term of the Franchise Agreement, 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:", "answer_start": 221779}, {"text": "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.", "answer_start": 228366}, {"text": "19.3.1 Divert or attempt to divert any actual or potential business or customer of any Goosehead Business to any competitor or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System.", "answer_start": 172045}, {"text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above: 19.5.1 you will not directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person, firm, partnership, corporation, or other entity, sell, assign, lease, and/or transfer the Approved Location to any person, firm, partnership, corporation, or other entity that you know, or have reason to know, intends to operate a Competitive Business at the Approved Location; and 19.5.2 you will not solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business.", "answer_start": 173840}, {"text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:", "answer_start": 171634}, {"text": "(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.", "answer_start": 222098}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": false}, {"answers": [{"text": "corporation.", "answer_start": 175618}, {"text": "Section 19.3.3 above will not apply to your ownership of less than five percent (5%) beneficial interest in the outstanding equity securities of any publicly-held", "answer_start": 175435}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": false}, {"answers": [{"text": "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. In addition to any other rights and remedies available to us under this Agreement, in the event of a violation of this Section, we will have the right to require you to pay to us (or such other Goosehead Business developer or franchisee, as the case may be) an amount equal to three times the annual salary of the person(s) involved in such violation, plus an amount equal to our costs and attorney's fees incurred in connection with such violation.", "answer_start": 172281}, {"text": "Member covenants and agrees that during the term of the Franchise Agreement, 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:", "answer_start": 221779}, {"text": "(ii) Employ or seek to employ any person who is at that time employed by Franchisor, Franchisee, any other franchisee, master franchisee, developer, or development agent, or otherwise directly or indirectly induce such person to leave his or her employment; or", "answer_start": 222484}, {"text": "Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:", "answer_start": 171634}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": false}, {"answers": [], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [{"text": "If, for any reason, this Agreement is not terminated pursuant to this Section 17, and the Agreement is assumed, or assignment of the same to any person or entity who has made a bona fide offer to accept an assignment of the Agreement is contemplated, pursuant to the U.S. Bankruptcy Code, then notice of such proposed assignment or assumption, setting forth: (a) the name and address of the proposed assignee; and (b) all of the terms and conditions of the proposed assignment and assumption; must be given to us within twenty (20) days after receipt of such proposed assignee's offer to accept assignment of the Agreement; and, in any event, within ten (10) days before the date application is made to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption.", "answer_start": 156950}, {"text": "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.", "answer_start": 157760}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": false}, {"answers": [{"text": "You agree not to make a transfer (and not to permit any other party to make a transfer) without our prior written consent. 16.4.1.1 As used in this Agreement, the term \"transfer\" is agreed to mean any sale, assignment, conveyance, pledge, encumbrance, merger, creation of a security interest in, and/or giving away of any direct or indirect interest in: (a) this Agreement; (b) you; (c) any or all of your rights and/or obligations under this Agreement; and/or (d) all or substantially all of the assets of the Franchised Business.", "answer_start": 131292}, {"text": "If you are a partnership or limited liability partnership, then the partners of that partnership will not, without our prior written consent, admit additional general partners, remove a general partner, or otherwise materially alter the powers of any general partner.", "answer_start": 132574}, {"text": "Principals must not, without our prior written consent, transfer, pledge, and/or otherwise encumber their interest in you.", "answer_start": 132940}, {"text": "You represent and warrant to us, and agree, that your owners are accurately set forth on Exhibit C to this Agreement, and you also agree not to permit the identity of those owners, or their respective interests in you, to change without complying with this Agreement.", "answer_start": 130521}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [{"text": "You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above: 19.5.1 you will not directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person, firm, partnership, corporation, or other entity, sell, assign, lease, and/or transfer the Approved Location to any person, firm, partnership, corporation, or other entity that you know, or have reason to know, intends to operate a Competitive Business at the Approved Location; and 19.5.2 you will not solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business. 19.5.3 You agree that, by the terms of any conveyance, selling, assigning, leasing or transferring your interest in the Approved Location, you shall include these restrictive covenants as necessary to ensure that a Competitive Business that would violate this Section is not operated at the Approved Location for this two-year period, and you will take all steps necessary to ensure that these restrictive covenants become a matter of public record.", "answer_start": 173840}, {"text": "You understand and acknowledge that the rights and duties set forth in this Agreement are personal to you, and that we have granted this franchise in reliance on your (or your Principals') business skill, financial capacity, and personal character.", "answer_start": 131023}, {"text": "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.", "answer_start": 131833}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "We will receive all Commissions (defined below) from insurance carriers.", "answer_start": 21090}, {"text": "4.2.2 the term \"Commission\" will mean the total fees paid in cash to us, by insurance carriers as a percentage of the Premiums generated by insurance policies sold by the Franchised Business, on all new and renewal policies.", "answer_start": 21887}, {"text": "As used in this Agreement:", "answer_start": 21743}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "written approval for the Operating Principal to hold a smaller interest.", "answer_start": 38887}, {"text": "The Royalty Fee will be the following amounts: (a) the greater of (i) twenty percent (20%) of Gross Revenues on insurance policies in their initial term, or (ii) the Minimum Royalty (defined below); and (b) fifty percent (50%) of Gross Revenues on policies in their renewal terms and policies written for existing customers on the same risk profile within a one-year period of the cancellation of their existing policy (also known as \"re-writes\").", "answer_start": 23908}, {"text": "If your performance under such standards fails to meet or exceed the performance of the lowest twenty-five percent (25%) of all franchised Goosehead Businesses operating under the System, as we determine, in any one (1) fiscal quarter of any fiscal year, we may elect to: (a) require you and such other of your employees, as we determine, to attend and complete to our satisfaction such additional training programs that we deem necessary; or (b) provide such on-site assistance and consultation as we deem necessary. In the event we provide any such additional training, assistance or consultation, you will be responsible for all costs and expenses for that training assistance or consultation, which may include a fee payable to us.", "answer_start": 67333}, {"text": "The Operating Principal must supervise the operation of the Franchised Business and must own at least five percent (5%) of the voting and ownership interests in the franchisee entity, unless you obtain our prior", "answer_start": 38655}, {"text": "If you fail to improve your performance under such standards by at least ten percent (10%), and fail to meet or exceed the performance of the lowest twenty-five percent (25%) of all franchised Goosehead Businesses operating under the System in each subsequent fiscal quarter we may, in our discretion, place your agency in default status, which may result in termination pursuant to Section 17.3 below.", "answer_start": 68069}, {"text": "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\n\nSix (6) to Eighteen (18) Six Hundred Dollars ($600) Nineteen (19) and for the remainder of the term of this Agreement", "answer_start": 22534}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [{"text": "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. We will have the right to use those ideas, concepts, methods, techniques, and/or products without making payment to you. You agree not to use or allow any other person or entity to use any such concept, method, technique or product without obtaining our prior written approval.", "answer_start": 66065}, {"text": "You agree that all other data that you create or collect in connection with the System, and in connection with your operation of the Franchised Business (including customer lists and transaction data), is and will be owned exclusively by us during the term of, and after termination or expiration of, this Agreement.", "answer_start": 108420}, {"text": "us.", "answer_start": 13618}, {"text": "All such products, services, concepts, methods, techniques, and new information will be deemed to be our sole and exclusive property and works made-for- hire for", "answer_start": 65879}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "non-exclusive, and we therefore have the right, among other things: 9.3.6.1 To use the Proprietary Marks ourselves in connection with selling Services and products; 9.3.6.2 To grant other licenses for the Proprietary Marks, in addition to licenses we may have already granted to existing franchisees; and\n\nPage 22 of 80\n\n\n\n\n\n9.3.6.3 To develop and establish other systems using the same or similar Proprietary Marks, or any other proprietary marks, and to grant licenses or franchises for those other marks without giving you any rights to those other marks. 9.4 Change to Marks", "answer_start": 75324}, {"text": "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. We will have the right to use those ideas, concepts, methods, techniques, and/or products without making payment to you. You agree not to use or allow any other person or entity to use any such concept, method, technique or product without obtaining our prior written approval.", "answer_start": 66065}, {"text": "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.", "answer_start": 108744}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 146225}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [{"text": "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. We will have the right to use those ideas, concepts, methods, techniques, and/or products without making payment to you. You agree not to use or allow any other person or entity to use any such concept, method, technique or product", "answer_start": 66065}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": false}, {"answers": [], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [{"text": "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. We will have the right to use those ideas, concepts, methods, techniques, and/or products without making payment to you. You agree not to use or allow any other person or entity to use any such concept, method, technique or product without obtaining our prior written approval.", "answer_start": 66065}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": false}, {"answers": [], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "You agree to take such action as may be necessary to cancel any assumed name or equivalent registration which contains the mark \"Goosehead Insurance\"\n\nPage 46 of 80\n\n\n\n\n\nand any and all other Proprietary Marks, and/or any other service mark or trademark of ours, and you will give us evidence that we deem satisfactory to provide that you have complied with this obligation within five (5) days after termination or expiration of this Agreement.", "answer_start": 160475}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [{"text": "If we conduct an inspection because you did not timely provide sales reports to us, or if an inspection discloses that you understated your sales, in any report to us (and/or underpaid your royalties), by three percent (3%) or more, or if you did not maintain and/or provide us with access to your records, then you agree (in addition to paying us the overdue amount and interest) to reimburse us for any and all costs and expenses we incur in connection with the inspection (including travel, lodging and wages expenses, and reasonable accounting and legal costs).", "answer_start": 90055}, {"text": "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). We will also have the right, at any time, to have an independent audit made of your books and records.", "answer_start": 89251}, {"text": "You also agree to submit to us (in addition to the reports required pursuant to Section 12.1.4 above), for review or auditing, such other forms, reports, records, information, and data as and when we may reasonably designate, in the form and format, and at the times and places as we may reasonably require, upon request and as specified periodically in the Manual or otherwise in writing, including: (a) information in electronic format; (b) restated in accordance with our financial reporting periods; (c) consistent with our then-current financial reporting periods and accounting practices and standards; and/or (d) a s necessary so that we can comply with reporting obligations imposed upon us by tax authorities with jurisdiction over the Franchised Business and/or our company.", "answer_start": 88266}, {"text": "You agree to provide us, at your expense, and in a format that we reasonably specify, a complete set of annual financial statements prepared on a review basis by an independent certified public accountant (as to whom we do not have a reasonable objection) within ninety (90) days after the end of each fiscal year of the Franchised Business during the term of this Agreement.", "answer_start": 86126}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "You acknowledge that we will have no liability to you or any regulatory authority for any failure by you to obtain or maintain during the term of this Agreement any necessary licenses or approvals required for the operation of the Franchised Business.", "answer_start": 58148}, {"text": "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.", "answer_start": 196454}, {"text": "Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within 3 years after the grant of the franchise.", "answer_start": 257687}, {"text": "Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three (3) years after the grant of the franchise.", "answer_start": 260908}, {"text": "Each party to this agreement agrees that any and all claims and actions arising out of or relating to this agreement, the parties' relationship, and/or your operation of the franchised business, brought by any party hereto against the other, shall be commenced within one (1) year from the occurrence of the facts giving rise to such claim or action, or, it is expressly acknowledged and agreed by all parties, such claim or action shall be irrevocably barred; provided, however, that the time limit for filing claims contained in this Section 27.7 shall not apply", "answer_start": 255393}, {"text": "to claims or actions arising under the Illinois Franchise Disclosure Act.", "answer_start": 255979}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [{"text": "If we terminate this Agreement based on your default, or if you abandon or otherwise cease to operate the Franchised Business, in addition to all other amounts due to us under this Agreement, you agree to pay to us, as liquidated damages, an amount calculated as follows: (a) the average of your monthly Royalty Fees that are due under this Agreement for the twelve (12) months immediately before your abandonment or our delivery of the notice of default (or, if you have been operating for less than 12 months, the average of your monthly Royalty Fees for the number of months you have operated the Franchised Business); (b) multiplied by the lesser of 36 or the number of months remaining in the then-current term of this Agreement under Section 2.", "answer_start": 168895}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": false}, {"answers": [], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "Property insurance providing coverage for direct physical loss or damage to real and personal property for all risk perils, including the perils of flood and earthquake.", "answer_start": 124684}, {"text": "Statutory workers' compensation insurance and employer's liability insurance for a minimum limit equal to at least the greater of One Hundred Thousand Dollars ($100,000) or the amounts required as underlying by your umbrella carrier, as well as such other disability benefits type insurance as may be required by statute or rule of the state in which the Franchised Business is located.", "answer_start": 123839}, {"text": "At least thirty (30) days before the time you are first required to carry any insurance under this Agreement, and from then on, at least thirty (30) days before the expiration of any such policy, you agree to deliver to us certificates of insurance evidencing the proper coverage with limits not less than those required under this Agreement.", "answer_start": 128009}, {"text": "Such interest may include all rights of yours under this Agreement and all rights of yours in the lists of customers, prospects and policyholders and all business records and information regarding those customers, prospects and policyholders, including the name and address of the applicant or policyholder and the date of expiration and policy limits of any insurance policy or renewal, rights to solicit the customers, prospects and policyholders for the sale of insurance products and renewal of policyholders' current policies, rights to new, renewal or other commissions and compensation from the insurance carriers or their agents, book of business, furniture, fixtures, equipment and the rights under the lease for the Approved Location.", "answer_start": 141339}, {"text": "Commercial umbrella liability insurance with limits which bring the total of all primary underlying coverages (commercial general liability, comprehensive automobile liability, and employers liability) to not less than Two Million Dollars ($2,000,000) total limit of liability.", "answer_start": 124279}, {"text": "In connection with all significant construction, reconstruction, or remodeling of the Franchised Business during the term of this Agreement, you agree to require the general contractor, its subcontractors, and any other contractor, to effect and maintain at general contractor's and all other contractor's own expense, such insurance policies and bonds with such endorsements as are set forth in the Manual, all written by insurance or bonding companies that we have approved, having a rating as set forth in Section 15.1 above.", "answer_start": 126350}, {"text": "Business automobile liability insurance, including owned, non-owned and hired car coverage providing third party liability insurance, covering all licensed vehicles owned or operated by or on behalf of you, with limits of liability not less than One Million Dollars ($1,000,000) combined single limit for both bodily injury and property damage.", "answer_start": 123487}, {"text": "Any other insurance coverage that is required by federal, state, or municipal law.", "answer_start": 125743}, {"text": "Data theft and cybersecurity coverage.", "answer_start": 124233}, {"text": "Professional indemnity insurance providing coverage for loss or damage arising out of an act or omission of the franchisee or its employees, minimum of $1,000,000 of coverage for every $5,000,000 of annual written premium by you with a floor of $1,000,000 of coverage and a maximum deductible of $25,000 allowed.", "answer_start": 123167}, {"text": "Before starting any activities or operations under this Agreement, you agree to procure and maintain in full force and effect during the term of this Agreement (and for such period thereafter as is necessary to provide the coverages required under this Agreement for events having occurred during the Term of this Agreement), at your expense, at least the following insurance policy or policies in connection with the Franchised Business or other facilities on premises, or by reason of the construction, operation, or occupancy of the Franchised Business or other facilities on premises. Such policy or policies must be written by an insurance company or companies we have approved, having at all times a rating of at least \"A-\" in the most recent Key Rating Guide published by the A.M. Best Company (or another rating that we reasonably designate if A.M. Best Company no longer\n\nPage 35 of 80\n\n\n\n\n\npublishes the Key Rating Guide) and licensed and admitted to do business in the state in which the Franchised Business is located, and must include, at a minimum (except that we may reasonably specify additional coverages and higher policy limits for all franchisees periodically in the Manual or otherwise in writing to reflect inflation, identification of new risks, changes in the law or standards of liability, higher damage awards and other relevant changes in circumstances), the following: 15.1.1 Commercial general liability insurance, including us, and any entity in which we have an interest and any entity affiliated with us and each of our members, managers, shareholders, directors, officers, partners, employees, servants and agents as additional insureds protecting against any and all claims for personal, bodily and/or property injury occurring in or about the Franchised Business and protecting against assumed or contractual liability under this Agreement with respect to the Franchised Business and your operations, with such policy to be placed with minimum limits of One Million Dollars ($1,000,000) combined single limit per occurrence and One Million Dollars ($1,000,000) general aggregate per location; provided, however, that at our election, such minimum limits may be periodically increased.", "answer_start": 120940}, {"text": "In addition to your obligations under Section 15.7 above, on the first anniversary of the Effective Date, and on each subsequent anniversary of the Effective Date,", "answer_start": 128963}, {"text": "you agree to provide us with proof of insurance evidencing the proper coverage with limits not less than those required under this Agreement, in such form as we may reasonably require.", "answer_start": 129147}, {"text": "If your Approved Location is located in a flood zone other than B, C or X, as determined by the Federal Emergency Management Agency, you must also obtain flood insurance coverage in the amount of the lesser of 90% of the replacement cost or the maximum coverage available from the National Flood Insurance Program.", "answer_start": 125421}, {"text": "Additional certificates evidencing the insurance required by Section 15.1 above must name us, and each of our affiliates, directors, agents, and employees, as additional insured parties, and must expressly provide that any interest of same therein will not be affected by any breach by you of any policy provisions for which such certificates evidence coverage.", "answer_start": 128577}, {"text": "Appropriate coverage must also be provided for business interruption/extra expense exposures, written on an actual loss sustained basis.", "answer_start": 124854}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [{"text": "If any one or more of the following events occur, then you will be in default under this Agreement, and we will have the right to terminate this Agreement and all rights granted under this Agreement, without affording you any opportunity to cure the default, effective immediately upon the delivery of our written notice to you (in the manner provided in Section 24 below):", "answer_start": 151152}, {"text": "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).", "answer_start": 74318}, {"text": "If you make any unauthorized or improper use of the Proprietary Marks, or if you or any of your Principals use the Proprietary Marks in a manner that we do not permit (whether under this Agreement and/or otherwise) or that is inconsistent with our direction, or if you or any of your Principals directly or indirectly contest the validity of our ownership of the Proprietary Marks, our right to use and to license others to use the Proprietary Marks, or seek to (or actually do) register any of our Proprietary Marks with any agency (public or private) for any purpose without our prior written consent to do so.", "answer_start": 154791}, {"text": "You (on behalf of yourself and your parent, subsidiaries and affiliates and their respective past and present members, officers, directors, members, managers, shareholders, agents and employees, in their corporate and individual capacities) and all guarantors of your obligations under this Agreement (collectively, \"Releasors\") freely and without any influence forever release and covenant not to sue us, our parent, subsidiaries and affiliates and their respective past and present officers, directors, shareholders, agents and employees, in their corporate and individual capacities (collectively \"Releasees\"), with respect to any and all claims, demands, liabilities and causes of action of whatever kind or nature, whether known or unknown, vested or contingent, suspected or unsuspected (collectively, \"claims\"), which any Releasor now owns or holds or may at any time have owned or held, including, without limitation, claims arising under federal, state and local laws, rules and ordinances and claims arising out of, or relating to this Agreement and all other agreements between any Releasor and any Releasee, the sale of any franchise to any Releasor, the development and operation of the Goosehead Businesses and the development and operation of all other businesses operated by any Releasor that are franchised by any Releasee.", "answer_start": 204648}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 218788}, {"text": "Such covenants must be on a form that we provide, which form will, among other things, designate us as a third party beneficiary of such covenants with the independent right to enforce them.", "answer_start": 81833}, {"text": "Franchisor, along with its successors and assigns, is an intended third party beneficiary of the provisions of this Addendum.", "answer_start": 244969}], "id": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": false}], "context": "Exhibit 10.6\n\nGoosehead Insurance Agency, LLC Franchise Agreement\n\nExhibit A Declarations Page 1 1.2 The \"Approved Location\" under this Agreement will be: . 2 4.1 You elect to pay the Initial Franchise Fee in one of the following ways: (check only one): \u2610 In its entirety at the time you enter into this Agreement, in which case the amount of the Initial Franchise Fee shall be: ($ ). \u2610 You shall pay a portion of the Initial Franchise Fee at the time you enter into this Agreement in the amount of ($ ), and shall pay the remaining portion of ($ ), plus interest, according to the terms of the 60-month Promissory Note attached to this Agreement as Exhibit I. 3 4.2 The \"Commencement Date\" will be: . Initials Franchisee Franchisor\n\n\n\n\n\nGoosehead Insurance Agency, LLC Franchise Agreement\n\nTABLE OF CONTENTS Section Title Page# Recitals 2 1 Grant 2 2 Term And Renewal 3 3 Our Duties 4 4 Fees; Sales Reporting 6 5 Franchised Business Commencement 9 6 Operating Principal, Personnel, And Training 11 7 Purchase of Products and Services 13 8 Your Duties 15 9 Proprietary Marks 20 10 Confidential Brand Standards Manuals 23 11 Confidential Information 24 12 Accounting, Financial And Other Records, And Inspections 25 13 Marketing 27 14 Technology 31 15 Insurance 35 16 Transfer Of Interest 38 17 Default And Termination 43 18 Obligations Upon Termination Or Expiration 46 19 Covenants 49 20 Taxes, Permits, And Indebtedness 51 21 Independent Contractor And Indemnification 52 22 Force Majeure 53 23 Approvals And Waivers 54 24 Notices 54 25 Entire Agreement And Amendment 54 26 Severability And Construction 55 27 Applicable Law And Dispute Resolution 55 28 Acknowledgments 57 Exhibits A Declarations Page E ADA Certification B Guarantee, Indemnification, and Acknowledgement F1- 3 Sample Forms of Non-Disclosure and Non- Competition Agreements C List of Principals G Site Selection Addendum D ACH - Authorization Agreement for H Lease Rider Prearranged Payments (Direct Debits) I Promissory Note\n\ni\n\n\n\n\n\nGoosehead Insurance Agency, LLC Franchise Agreement THIS FRANCHISE AGREEMENT (the \"Agreement\") is made and entered into as of the \"Effective Date\" that we have indicated on the signature page of this Agreement by and between: \u25cf Goosehead Insurance Agency, LLC, a Delaware limited liability company, with its principal place of business at 1500 Solana Blvd., Suite 450, Westlake, Texas 76262 (\"we,\" \"us,\" or \"our\"); and \u25cf a [resident of] [corporation organized in] [limited liability company organized in] the state of and having offices at (\"you\" or the \"Franchisee\").\n\nIntroduction\n\nWe have developed our own distinctive and proprietary systems for insurance services, including home insurance, automobile insurance, life insurance, specialty lines, and business insurance (the \"System\"). Our System includes (among other things): business processes, technologies, trade secrets, customer lists, knowledge, know-how, trade names, service marks, trademarks, logos, emblems, trade dress and other intellectual property; distinctive signage; standards, specifications and sources for services, products, supplies, appearance, operations and management control; safety standards; training and assistance; purchasing programs; and advertising, marketing, promotional and sales programs; all of which we may periodically change, discontinue, improve, modify and further develop.\n\nWe identify the System by means of our Proprietary Marks. Our proprietary marks include certain trade names (for example, the mark \"Goosehead Insurance\" and logo), service marks, trademarks, logos, emblems, and indicia of origin, as well as other trade names, service marks, and trademarks that we may periodically specify in writing for use in connection with the System (all of these are referred to as our \"Proprietary Marks\"). We continue to develop, use, and control the use of our Proprietary Marks in order to identify for the public the source of services and products marketed under those marks and under the System, and to represent the System's high standards of quality, appearance, and service.\n\nWe are in the business of developing and awarding franchise rights to third party franchisees, such as you, to develop and operate businesses providing insurance services (\"Services\") to clients under the System and using the Proprietary Marks (\"Goosehead Businesses\").\n\nYou have asked to enter into the business of operating a Goosehead Business under our System and wish to obtain a franchise from us for that purpose, as well as to receive the training and other assistance we provide as described in this Agreement. You also understand and acknowledge the importance of our high standards of quality, appearance, and service and the necessity of operating the business franchised under this Agreement in conformity with our standards and specifications.\n\nYou will be in the business of operating a Goosehead Business, using the same brand and Proprietary Marks as other independent businesses that operate other Goosehead Businesses under the System. We will not operate your Goosehead Business for you, although we have (and will continue) to set standards for Goosehead Businesses that you will have chosen to adopt as yours by signing this Agreement and by your day-to-day management of your Goosehead Business to our brand standards.\n\nPage 1 of 80\n\n\n\n\n\nIn recognition of all of the details noted above, the parties have chosen to enter into this Agreement, taking into account all of the promises and commitments that they are each making to one another in this contract, and for other good and valuable consideration (the sufficiency and receipt of which they hereby acknowledge) and they agree as follows: 1 GRANT 1.1 Rights and Obligations. We grant you the right, and you accept the obligation, all under the terms (and subject to the conditions) of this Agreement: 1.1.1 To operate one Goosehead Business under the System (the \"Franchised Business\"); 1.1.2 To use the Proprietary Marks and the System, but only in connection with the Franchised Business (recognizing that we may periodically change or improve the Proprietary Marks and the System); and 1.1.3 To do all of those things only at the Approved Location (as defined in Section 1.2 below). 1.2 Approved Location. The street address of the location for the Franchised Business approved under this Agreement is specified in Exhibit A to this Agreement, and is referred to as the \"Approved Location.\" 1.2.1 When this Agreement is signed, if you have not yet obtained (and we have not yet approved in writing) a location for the Franchised Business, then you agree to enter into the site selection addendum (the \"Site Selection Addendum,\" attached as Exhibit G to this Agreement) at the same time as you sign this Agreement. You will then find a site which will become the Approved Location after we have given you our written approval for that site and you have obtained the right to occupy the premises, by lease, sublease, or acquisition of the property, all subject to our prior written approval and in accordance with the Site Selection Addendum. 1.2.2 We have the right to grant or withhold approval of the Approved Location under this Section 1.2. You understand, acknowledge, and agree that our review and approval of your proposed location, under this Section 1.2 or pursuant to the Site Selection Addendum, does not constitute our assurance, representation, or warranty of any kind that your Franchised Business at the Approved Location will be profitable or successful (as further described in Section 5 of the Site Selection Addendum). 1.2.3 You agree not to relocate the Franchised Business without our prior written consent. Any proposed relocation will be subject to our review of the proposed new site under our then-current standards for site selection, and we will also have the right to take into consideration any commitments we have given to other franchisees, licensees, landlords, and other parties relating to the proximity of a new Goosehead Business to their establishment. You must pay us a fee in the amount of Five Hundred Dollars ($500) at the time you request the relocation of the Franchised Business. 1.3 No Protected Territory. You expressly acknowledge and agree that this franchise is non-exclusive, and that this Agreement does not grant or imply any protected area or territory for the Franchised Business. Accordingly, we retain the right to conduct any business and sell\n\nPage 2 of 80\n\n\n\n\n\nservices and products at any location, notwithstanding the proximity of that business activity to the Approved Location. We retain all rights, including but not limited to: (a) the right to use, and to license others to use, the System and the Proprietary Marks for the operation of Goosehead Businesses at any location; (b) the right to sell, and to license others to sell, products and services (including Services) that are also authorized for sale at Goosehead Businesses through other channels of distribution (including, but not limited to, through catalogs, mail order, toll free numbers, sales via Internet websites, and other forms of electronic commerce); (c) the right to acquire and operate businesses of any kind and to grant or franchise the right to others to operate other businesses of any kind, no matter where located; and (d) the right to use and license the use of the Proprietary Marks and other marks in connection with the operation of businesses at any location, which businesses and marks may be the same as, similar to, or different from the Franchised Business and the Proprietary Marks, on such terms and conditions as we deem advisable, and without granting you any rights therein. 1.4 Limits on Where You May Operate. 1.4.1 You may offer and sell Services only: (a) in accordance with the requirements of this Agreement and the procedures set out in the Manual (defined below); and (b) to customers of the Franchised Business. 1.4.2 You agree not to offer or sell any services or products (including the Services and Products) through any means other than through the Franchised Business as provided in this Section 1.4; and therefore, for example, you agree not to offer or sell services or products from satellite locations, temporary locations, mobile vehicles or formats, carts or kiosks. Unless you become licensed in another state and receive prior written approval from us to offer insurance policies in that state, you may only provide and deliver Services to customers located within the State in which the Approved Location is situated. 2 TERM AND RENEWAL 2.1 Term. 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. 2.2 Renewal. 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: 2.2.1 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). 2.2.2 You agree to remodel and refurbish the Franchised Business to comply with our then-current standards in effect for new Goosehead Businesses (as well as the provisions of Sections 8.9 and 8.10 below). 2.2.3 At the time of renewal, you must be in material compliance with the provisions of this Agreement (including any amendment to this Agreement), any successor to this Agreement, and/or any other contract between you (and your affiliates) and us (and our affiliates), and in our reasonable judgment, you must have been in material compliance during the term of this Agreement, even if we did not issue a notice of\n\nPage 3 of 80\n\n\n\n\n\ndefault or exercise our right to terminate this Agreement if you did not meet your obligations. 2.2.4 You must have timely met all of your financial obligations to us, our affiliates, the Brand Fund, and/or the Regional Fund, as well as your vendors, throughout the term of this Agreement (even if we did not issue a notice of default or exercise our right to terminate this Agreement if you did not meet your obligations). 2.2.5 You must sign our then-current form of franchise agreement, which will supersede this Agreement in all respects (except with respect to the renewal provisions of the new franchise agreement, which will not supersede this Section 2), and which you acknowledge and agree may contain terms, conditions, obligations, rights, and other provisions that are substantially and materially different from those spelled out in this Agreement (including, for example, a higher percentage royalty fee and marketing contribution). If you are an entity, then your direct and indirect owners must also sign and deliver to us a personal guarantee of your obligations under the renewal form of franchise agreement. (In this Agreement, the term \"entity\" includes a corporation, limited liability company, partnership, and a limited liability partnership.) 2.2.6 You agree to sign and deliver to us a release, in a form that we will provide (which will be a mutual release with limited exclusions), which will release all claims against us and our affiliates, and our respective officers, directors, members, managers, agents, and employees. If you are an entity, then your affiliates and your direct and indirect owners (and any other parties that we reasonably request) must also sign and deliver that release to us. 2.2.7 You and your personnel must meet our then-current qualification and training requirements. 2.2.8 You agree to present to us satisfactory evidence that you have the right to remain in possession of the Approved Location for the duration of the renewal term of this Agreement. 2.2.9 You must be current with respect to your financial and other obligations to your lessor, suppliers, and all other parties with whom you do business. 3 OUR DUTIES 3.1 Training. We will provide you with the training specified in Section 6 below. 3.2 Layout and Equipping of a Goosehead Business.  We have the right to provide our standards and specifications for the layout and design of a Goosehead Business, including specifications for the exterior and interior design and layout, fixtures, furnishings, equipment, and signs. We have the right to periodically modify the layout and specifications as we deem appropriate. We will also provide the site selection and lease review assistance called for under Section 5.3 below. 3.3 Opening and Additional Assistance. We will provide such on-site pre-opening and opening supervision and assistance that we think is advisable, and as may be described in the Manual. 3.4 Manual. We will lend to you one (1) copy of (or provide you with access to), during the term of this Agreement, our confidential operations manuals and other written instructions relating\n\nPage 4 of 80\n\n\n\n\n\nto the operation of a Goosehead Business (the \"Manual\"), in the manner and as described in Section 10 below. 3.5 Marketing Materials. We have the right to approve or disapprove all marketing and promotional materials that you propose to use, pursuant to Section 13 below. 3.6 Brand Fund. We will administer the Brand Fund (as defined in Section 13 below) in the manner set forth in Section 13 below. 3.7 Inspection Before Opening. We may evaluate the Franchised Business before it first opens for business. You agree to not open the Franchised Business or otherwise start operations until you or your Manager (defined below) have successfully completed training and you have received our prior written approval. 3.8 Periodic Assistance. We will provide you periodic assistance in the marketing, management, and operation of the Franchised Business at the times and in the manner that we determine. We may periodically offer you the services of certain of our representatives, such as a representative from agency support, and these representatives may periodically visit your Franchised Business and offer advice regarding your operations. 3.9 Revenue Report. On the 25th day of each month, we will provide you with a detailed report of Commissions (as defined below) and Agency Fees (as defined below) received on your behalf for insurance policies written in the preceding calendar months. In order to provide you with this report, we must receive a commission detail report from the carrier by the 20th day of the month, for policies you wrote during the preceding month. The report will only include Commissions and Agency Fees related to policies properly recorded in our agency management system as prescribed in the Manual. 3.10 Call Center. We will maintain a call center, staffed by licensed insurance agents, for the purpose of providing centralized customer service for all businesses operating under the System and the Proprietary Marks. The call center's hours will be at least between 8 a.m. and 5 p.m. Central Time, Monday through Friday (excluding holidays). You must comply with any rules and regulations adopted by us (in the Manual or otherwise) regarding the call center. 3.11 Services Performed. You acknowledge and agree that any of our designees, employees, agents, or independent contractors (such as an \"area developer\") may perform any duty or obligation imposed on us by the Agreement, as we may direct (if so, we will, nonetheless, remain responsible to you for the performance of these obligations). 3.12 Our Decision-Making. In fulfilling our obligations under this Agreement, and in conducting any activities or exercising our rights pursuant to this Agreement, we (and our affiliates) will always have the right: (a) to take into account, as we see fit, the effect on, and the interests of, other franchised and company-owned or affiliated businesses and systems; (b) to share market and product research, and other proprietary and non- proprietary business information, with other franchised businesses and systems in which we (or our affiliates) have an interest, and/or with our affiliates; (c) to test market various items in some or all parts of the System; (d) to introduce new proprietary items and non-proprietary items; and/or (e) to allocate resources and new developments between and among systems, and/or our affiliates, as we see fit. You understand and agree that all of our obligations under this Agreement are subject to this Section, and that nothing in this Section will in any way affect your obligations under this Agreement.\n\nPage 5 of 80\n\n\n\n\n\n3.13 Confirmation of Performance. After we have performed our pre-opening obligations to you under this Agreement, we may ask that you execute and deliver to us a confirmation (the \"Confirmation of Performance\"), in a form we reasonably request, confirming that we have performed those obligations. If we ask you to provide us with such a certificate, you agree to execute and deliver the Confirmation of Performance to us within three (3) business days after our request. However, if you do not reasonably believe that we have performed all of our pre-opening obligations, you must, within that same three (3) day period, provide us with written notice specifically describing the obligations that we have not performed. Not later than three (3) business days after we complete all the obligations that you specified in that notice, you agree to execute and deliver the Confirmation of Performance to us. You agree to do so even if we performed such obligations after the time performance was due under this Agreement. The term \"pre-opening obligations\" means the obligations we have to you under this Agreement that must be performed before the date when your Franchised Business starts its operations. 4 FEES; SALES REPORTING 4.1 Initial Franchise Fee. You agree to pay us an initial franchise fee in the amount set out in the Declarations Page attached as Exhibit A (the \"Initial Franchise Fee\"). The Initial Franchise Fee is not refundable in consideration of administrative and other expenses that we incur in providing you with training, carrier appointments, and pre-opening assistance as part of the initial launch of the Franchised Business. At your election, the Initial Franchise Fee is due and payable to us in one of the following ways: 4.1.1 You may pay to us the Initial Franchise Fee, in full, on the day that you sign this Agreement; or 4.1.2 You may elect to pay to us a portion of the Initial Franchise Fee on the day that you sign this Agreement in the amount set out in the Declarations Page attached as Exhibit A, and to pay to us the remaining portion of the Initial Franchise Fee, with interest, pursuant to the terms and conditions of the promissory note attached to this Agreement as Exhibit I (the \"Promissory Note\"). You acknowledge and agree that any default under the terms of the Promissory Note, including a failure to make any payments to us under the Promissory Note, shall be a default under this Agreement. 4.2 Royalty Fee. We will receive all Commissions (defined below) from insurance carriers. We will receive all Premiums (defined below), Policy Fees (defined below) and Agency Fees on your behalf. If the event that any Premiums, Policy Fees, or Agency Fees are received directly by you, these funds must be forwarded to us within twenty four (24) hours of receipt. We will retain Agency Fees and will forward Premiums and Policy Fees to the insurance carriers. Beginning on the date you begin operations under this Agreement, which is agreed to be the date set out in the Declarations Page (the \"Commencement Date\"), we will remit to you Net Revenues on a monthly basis. As used in this Agreement: 4.2.1 the term \"Agency Fees\" will mean fees that are charged by you for issuing a new policy pursuant to the Manual. 4.2.2 the term \"Commission\" will mean the total fees paid in cash to us, by insurance carriers as a percentage of the Premiums generated by insurance policies sold by the Franchised Business, on all new and renewal policies. 4.2.3 the term \"Gross Revenues\" means the amount of Commissions and Agency Fees received in cash, net of reversals of Commissions for policy cancellations or policy\n\nPage 6 of 80\n\n\n\n\n\nchanges and net of Agency Fee refunds, for insurance services provided by the Franchised Business; Gross Revenues will not include any Premiums or Policy Fees collected by the Franchised Business on behalf of any insurance carrier. 4.2.4 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\n\nSix (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)\n\n4.2.5 the term \"Month\" means a calendar month or such other four (4) to five (5) week period that we may designate (provided that there will not be more than 13 \"Months\" during any year); and 4.2.6 the term \"Net Revenues\" means Gross Revenues net of all amounts due to us under this Agreement, including, without limitation, Royalty Fees, Marketing Contributions (if applicable), Technology Fees, and payments due to us under the Promissory Note (if applicable). 4.2.7 the term \"Premiums\" will mean fees that are paid to the insurance carrier for insurance coverage. 4.2.8 the term \"Policy Fees\" will mean fees to be paid to the insurance carrier for the issuance of a policy. 4.2.9 the term \"Royalty Fee\" is charged in consideration of you and your Managers' and Producers' use of our business processes, ongoing carrier relationships, trade secrets, know-how, trade names, trademarks, service marks, logos, emblems, trade dress, intellectual property, and back office support functions. The Royalty Fee will be the following amounts: (a) the greater of (i) twenty percent (20%) of Gross Revenues on insurance policies in their initial term, or (ii) the Minimum Royalty (defined below); and (b) fifty percent (50%) of Gross Revenues on policies in their renewal terms and policies written for existing customers on the same risk profile within a one-year period of the cancellation of their existing policy (also known as \"re-writes\"). 4.2.10 The \"Technology Fee\" will be an amount necessary to reimburse us for our costs of providing Required Software (defined in Section 14 below) to you. The Technology Fee may vary during the term of this Agreement, and we have the right to adjust the amount of the Technology Fee to account for our increased or decreased costs, separate from the Index. 4.3 Monthly Accounting. Once a Month, the insurance carriers will send a commission report and Commissions earned by you, to us. On the 25th day of each Month, unless this Agreement has been terminated for any reason, we will pay to you the Net Revenues for all policies identified in a commission detail report that we receive from the insurance carrier. Please\n\nPage 7 of 80\n\n\n\n\n\nnote that we expect each insurance carrier to submit commission detail reports on a Monthly basis for all policies written during the preceding Month by no later than the 20th day of the subsequent Month. But, if a carrier does not provide us with a commission detail report (and the applicable Commission) by the 20th day of the Month, or if a policy is not identified in the commission detail report we receive, you will not receive the Gross Revenues for those policies until the insurance carrier provides us with the appropriate report and/or Commissions. We may delay or withhold payment of Net Revenues \u2014 on a policy by policy basis \u2014 for any policy for which you fail to observe the risk management procedures we prescribe in the Manual, including that you obtain a signed application from the customer and provide all required documentation. If we review your accounting and client records (as described in Section 12 below) and find that you have not forwarded to us any Premiums, Policy Fees and/or Agency Fees that you collect, we may pay the appropriate Premiums and Policy Fees to the insurance carrier. You will be responsible for reimbursing us for those amounts and the applicable Agency Fees, in addition to paying a fee to us to cover our reasonable expenses in processing those payments and interest on those amounts, at the rate of two percent (2%) per Month, or if less, the maximum rate permitted by law. Entitlement to such interest will be in addition to any other remedies we may have. 4.3.1 You agree to deliver to us all of the reports, statements, and/or other information that is required under Section 12 below, at the time and in the format that we reasonably request. 4.3.2 You agree to establish an arrangement for electronic funds transfer to us, or electronic deposit to us of any payments required under this Agreement. Among other things, to implement this point, you agree to sign and return to us our current form of \"ACH\u2014Authorization Agreement for Prearranged Payments (Direct Debits),\" a copy of which is attached to this Agreement as Exhibit D (and any replacements for that form that we deem to be periodically needed to implement this Section 4.3.2), and you agree to; (a) comply with the payment and reporting procedures that we may specify in the Manual or otherwise in writing; and (b) maintain an adequate balance in your bank account at all times to pay by electronic means the charges that you owe under this Agreement. If we elect to use ACH withdrawal to sweep payment of fees, then you will not be required to submit a separate payment to us unless you do not maintain sufficient funds to pay the full amount due. 4.3.3 You acknowledge and agree that your obligations to make full and timely payment of Royalty Fees and Marketing Contributions (and all other sums due to us) are absolute, unconditional, fully-earned (by us), and due when you are open and in operation. 4.3.4 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. We reserve the right to apply any monies received from you to any of your obligations as we determine and to withhold payment of any monies if this Agreement has been terminated for any reason. You acknowledge and agree that we have the right to set-off as part of Net Revenues any amounts you owe to us. 4.3.5 You agree that if you do not provide us, as requested, with access to your computer system to obtain sales information or, if we require pursuant to Section 12.1.4 below or otherwise, printed and signed sales reports, then we will have the right to impute your sales for any period using (among other things) your sales figures from any\n\nPage 8 of 80\n\n\n\n\n\nMonth(s) that we choose (which may be those with your highest grossing sales), and that you agree to pay the royalties on that amount (whether by check or by our deduction of that amount from your direct debit account). 4.3.6 You agree that you will not, whether on grounds of alleged non-performance by us or others, withhold payment of any fee, including, without limitation, Royalty Fees or Marketing Contributions, nor withhold or delay submission of any reports due under this Agreement. 4.4 No Subordination. You agree: (a) not to subordinate to any other obligation your obligation to pay us the Royalty Fee and/or any other amount payable to us, whether under this Agreement or otherwise; and (b) that any such subordination commitment that you may give without our prior written consent will be null and void. 4.5 Late Payment. If we do not (or an applicable marketing fund does not) receive any payment due under this Agreement on or before the due date, then that amount will be deemed overdue. If any payment is overdue, then you agree to pay us, in addition to the overdue amount, interest on the overdue amount from the date it was due until paid, at the rate of eighteen percent (18%) per annum (but not more than the maximum rate permitted by law, if any such maximum rate applies). Our entitlement to such interest will be in addition to any other remedies we may have. Any report that we do not receive on or before the due date will also be deemed overdue. 4.6 Other Funds Due. You agree to pay us, within ten (10) days of our written request (which is accompanied by reasonable substantiating material), any amounts that we have paid, that we have become obligated to pay, and/or that we choose to pay on your behalf. 4.7 Index. We have the right to adjust, for inflation, all fixed-dollar amounts under this Agreement (except for the Initial Franchise Fee) once a year to reflect changes in the Index from the year in which you signed this Agreement. For the purpose of this Section 4.8, the term \"Index\" means the Consumer Price Index (1982- 84=100; all items; CPI-U; all urban consumers) as published by the U.S. Bureau of Labor Statistics (\"BLS\"). If the BLS no longer publishes the Index, then we will have the right to designate a reasonable alternative measure of inflation. 5 FRANCHISED BUSINESS LOCATION, CONSTRUCTION AND RENOVATION 5.1 Opening Deadline. You are responsible for purchasing, leasing, or subleasing a suitable site for the Franchised Business. You agree to establish the Franchised Business and have it open and in operation within six (6) months after the Effective Date of this Agreement. Time is of the essence. 5.2 Site for the Franchised Business. As provided in Section 1.2 above, if you do not have (and we have not approved in writing) a location for the Franchised Business as of the Effective Date, then you must find and obtain the right to occupy (by lease, sublease, or acquisition of the property) premises that we find acceptable to serve as your Franchised Business, all in accordance with the Site Selection Addendum. 5.3 Our Review and Your Responsibilities. Any reviews that we conduct under this Section 5 and the Site Selection Addendum (if applicable) are for our benefit only. In addition:\n\nPage 9 of 80\n\n\n\n\n\n5.3.1 You acknowledge and agree that our review and approval of a site, lease, sublease, design plans or renovation plans for the Franchised Business does not constitute a recommendation, endorsement, or guarantee of the suitability of that location or the terms of the lease, or sublease, or purchase agreement. 5.3.2 You agree to take all steps necessary to determine for yourself whether a particular location and the terms of any lease, sublease, or purchase agreement for the site are beneficial and acceptable to you. Additionally, no matter to what extent (if any) that we participate in any lease or purchase negotiations, discussions with the landlords or property owners, and/or otherwise in connection with reviewing the lease or purchase agreement, you have to make the final decision as to whether or not the proposed contract is sensible for your business, and the final decision as to whether or not to sign the lease or purchase agreement is yours, and we will not be responsible for the terms and conditions of your lease or purchase agreement. 5.3.3 You acknowledge and agree that: (a) any standard layout and plans that we provide to you, as well as any review and comments that we provide to the plans that you develop for your Franchised Business, are not meant to address the requirements of any Operating Codes (as defined in Section 8.7 below); (b) our standard plans or comments to your modified plans, will not reflect the requirements of, nor may they be used for, construction drawings or other documentation that you will need in order to obtain permits or authorization to build a specific Franchised Business; (c) you will be solely responsible to comply with all local laws, requirements, architectural needs, and similar design and construction obligations associated with the site, at your expense; and (d) our review, comment, and approval of your plans will be limited to reviewing those plans to assess compliance with our standards (including issues such as trade dress, presentation of Proprietary Marks, and the provision to the potential customer of certain products and services that are central to the purpose, atmosphere, and functioning of Goosehead Businesses). 5.3.4 We will not review nor may our approval be deemed to address whether or not you have complied with any of the Operating Codes, including provisions of the Americans with Disabilities Act (the \"ADA\"); and you acknowledge and agree that compliance with such laws is and will be your sole responsibility. 5.4 Lease Review. You agree to provide us with a copy of the proposed lease, sublease, or purchase agreement for the Approved Location, and you agree not to enter into that lease, sublease, or purchase agreement until you have received our written approval. We have the right to condition our approval of the lease, sublease, or purchase agreement upon the inclusion of terms that we find acceptable and that are consistent with our rights and your responsibilities under this Agreement, including without limitation, that you and the landlord execute a Lease Rider in the form attached to this Agreement as Exhibit H. You also agree to provide us with a copy of the fully signed lease, and lease rider before you begin construction or renovations as the Approved Location. 5.5 Preparing the Site. You agree that promptly after obtaining possession of the Approved Location, you will do all of the following things: 5.5.1 obtain all required zoning permits, all required building, utility, health, sign permits and licenses, and any other required permits and licenses;\n\nPage 10 of 80\n\n\n\n\n\n5.5.2 purchase or lease equipment, fixtures, furniture and signs as required under this Agreement (including the specifications we have provided in writing, whether in the Manual or otherwise); 5.5.3 complete the construction and/or remodeling as described in Section 5.6 below; and 5.5.4 obtain all customary contractors' partial and final waivers of lien for construction, remodeling, decorating and installation services. 5.6 Construction or Renovation. In connection with any construction or renovation of the Franchised Business (and before you start any such construction or renovation) you agree to comply, at your expense, with all of the following requirements, which you agree to satisfy to our reasonable satisfaction: 5.6.1 You agree to employ a qualified, licensed architect or engineer to prepare architectural drawings and layout and specifications for site improvement and construction of the Franchised Business based upon our standards and specifications. 5.6.2 You agree to comply with all Operating Codes, including, without limitation, the applicable provisions of the ADA regarding the construction and design of the Franchised Business. Additionally, before opening the Franchised Business, and after any renovation, you agree to execute and deliver to us an ADA Certification in the form attached to this Agreement as Exhibit E, to certify that the Franchised Business and any proposed renovations comply with the ADA. 5.6.3 You are solely responsible for obtaining (and maintaining) all permits and certifications (including without limitation, zoning permits, licenses, construction, building, utility, health, sign permits and licenses) which may be required by state or local laws, ordinances, or regulations (or that may be necessary or advisable due to any restrictive covenants relating to your location) for the lawful construction and operation of the Franchised Business. You must certify in writing to us that all such permits and certifications have been obtained. 5.6.4 You agree to employ a qualified licensed general contractor to construct the Franchised Business and to complete all improvements. 5.6.5 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. 5.7 Pre-Opening. Before opening for business, you agree to meet all of the pre-opening requirements specified in this Agreement, the Manual, and/or that we may otherwise specify in writing. 6 OPERATING PRINCIPAL, PERSONNEL, AND TRAINING 6.1 Operating Principal and Management. 6.1.1 If you are a corporation, partnership or LLC, you must have an individual owner serve as your \"Operating Principal.\" The Operating Principal must supervise the operation of the Franchised Business and must own at least five percent (5%) of the voting and ownership interests in the franchisee entity, unless you obtain our prior\n\nPage 11 of 80\n\n\n\n\n\nwritten approval for the Operating Principal to hold a smaller interest. The Operating Principal must have qualifications reasonably acceptable to us to serve in this capacity, must have authority over all business decisions related to the Franchised Business, must have the power to bind you in all dealings with us, and must have signed and delivered to us the Guarantee, Indemnification, and Acknowledgement attached to this Agreement as Exhibit B. You may not change the Operating Principal without our prior written approval. 6.1.2 You must inform us in writing whether the Operating Principal will assume full-time responsibility for the daily supervision and operation of the Franchised Business. If the Operating Principal will not supervise the Franchised Business on a full-time and daily basis, you must employ a full-time Franchised Business manager (a \"Manager\") with qualifications reasonably acceptable to us, who will assume responsibility for the daily operation of the Franchised Business. 6.1.3 The Franchised Business must at all times be under the active full-time management of either you or the Operating Principal or Manager who has successfully completed (to our satisfaction) our initial training program. 6.2 Initial Management and Employee Training. 6.2.1 Before opening your Franchised Business, you (or if you are an entity, your Operating Principal) and your Manager (if you will employ a Manager) must attend and successfully complete, to our satisfaction, the initial training program we offer for Goosehead Business franchisees at our headquarters or another location that we specify. 6.2.2 All of your employees who are licensed to sell insurance (\"Producers\") must also attend and complete to our satisfaction, our Producer training program before any Producer is permitted to sell insurance for the Franchised Business or access our database or systems. 6.3 Additional Obligations and Terms Regarding Training. 6.3.1 If you (or your Operating Principal) or your Manager cease active management or employment at the Franchised Business, then you agree to enroll a qualified replacement (who must be reasonably acceptable to us to serve in that capacity) in our initial training program within thirty (30) days after the former individual ended his/her full time employment and/or management responsibilities. The replacement must attend and successfully complete the basic management training program, to our reasonable satisfaction, as soon as it is practical to do so (in all cases, the replacement shall successfully complete training within 120 days). You must pay our then-current per diem training charges for replacement training. 6.3.2 We may require that your Operating Principal, Managers, Producers and employees attend such additional courses, seminars, and other training programs as we may reasonably periodically require. 6.3.3 Your Operating Principal, and all of your trainees, Managers, and Producers must sign and deliver to us a personal covenant of confidentiality, an in-term non-competition agreement, and a post-term non-competition agreement in substantially the form of Exhibit F to this Agreement.\n\nPage 12 of 80\n\n\n\n\n\n6.3.4 Training Costs and Expenses. 6.3.4.1 The Initial Franchise Fee will cover the cost of providing the instruction and required materials, except as otherwise provided in Sections 6.3.1 and 6.5 of this Agreement. 6.3.4.2 You will be responsible for all travel, fees, lodging and living expenses, including meals, for you, your Manager(s) or employees, which are incurred in connection with initial and additional training. In addition, except for the initial management training for you and your Manager and any Producer you wish to have trained prior to commencing business under this Agreement, we may charge you our then-current per diem training charges, and/or require a deposit, for any other training that we provide. 6.3.4.3 You also agree to cover all of your employees at all times (including the pre-opening period, and including those attending training) under the insurance policies required in Section 15 below. 6.3.4.4 We have the right to reduce the duration or content of the training program for any trainee who has prior experience with our System or in similar businesses. 6.4 Conventions and Meetings. You agree to attend the conventions and meetings that we may periodically require and to pay a reasonable fee (if we charge a fee) for each person who is required to attend (and, if applicable, additional attendees that you choose to send as well). You will also be responsible for all of the other costs of attendance, including travel, room and board, and your employees' wages, benefits and other expenses. 7 PURCHASE OF PRODUCTS AND SERVICES\n\nWhile your Franchised Business will focus principally on the provision of Services, you may also offer certain products at your Franchised Business. This Section 7 addresses those items. 7.1 Products. You agree to buy all products, equipment, furniture, supplies, materials and other products used or offered for sale at the Franchised Business only from suppliers as to whom we have given you our prior written approval (and whom we have not subsequently disapproved). In this regard, the parties further agree: 7.1.1 In determining whether we will approve any particular supplier, we will consider various factors, including: (a) whether the supplier can demonstrate, to our continuing reasonable satisfaction, the ability to meet our then-current standards and specifications for such items; (b) whether the supplier has adequate quality controls and capacity to supply your needs promptly and reliably; (c) whether approval of the supplier would enable the System, in our sole opinion, to take advantage of marketplace efficiencies; and (d) whether the supplier will sign a confidentiality agreement and a license agreement in the form that we may require (which may include a royalty fee for the right to use our Proprietary Marks and any other proprietary rights, recipes, and/or formulae).\n\nPage 13 of 80\n\n\n\n\n\n7.1.2 For the purpose of  th is Agreement,  the term \"supplier\"  includes, but is not l imited to, manufacturers, insurance carriers, distributors, resellers, and other vendors. 7.1.3 Your Franchised Business will offer for sale only such insurance products and Services that conform to our specifications and quality standards and only through insurance carriers that we make available to you through our appointment process (\"Approved Products and Services\"). 7.1.4 You acknowledge and agree that we have the right to appoint only one supplier for Approved Products and Services (which may be us or one of our affiliates). 7.1.5 You may be required to use and/or offer for sale any of the Approved Products and Services that we designate. 7.1.6 You must maintain at all times an inventory of Approved Products and Services related to the Franchised Business's concept sufficient in quantity, quality and variety to realize your Franchised Business's full potential. 7.1.7 With regard to insurance products offered by you, the insurance carriers will set the policy prices, and we will set the Agency Fees. 7.1.8 If you want to buy any products, services or any item from an unapproved supplier, then you must first submit a written request to us asking for our prior written approval. You agree not to buy from any such supplier unless and until we have given you our prior written consent to do so. We have the right to require that our representatives be permitted to inspect the supplier's facilities, and that samples from the supplier be delivered to us. You (or the supplier) may be required to pay a charge, not to exceed the reasonable cost of the inspection, as well as the actual cost of the test. We have the right to also require that the supplier comply with such other requirements that we have the right to designate, including payment of reasonable continuing inspection fees and administrative costs and/or other payment to us by the supplier on account of their dealings with you or other franchisees, for use of our trademarks, and for services that we may render to such suppliers. We also reserve the right, at our option, to periodically re-inspect the facilities and products of any such approved supplier and to revoke our approval if the supplier does not continue to meet any of our then-current criteria. We are not required to approve any particular supplier, nor to make available our standards, specifications, or formulas to prospective suppliers, which we have the right to deem confidential. 7.1.9 You agree we have the right to establish one or more strategic alliances or preferred vendor programs with one or more nationally or regionally-known suppliers that are willing to supply all or some Goosehead Businesses with some or all of the products and/or services that we require for use and/or sale in the development and/or operation of Goosehead Businesses, notwithstanding anything to the contrary contained in this Agreement. 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. We have the right to approve or disapprove of the suppliers who may be permitted to sell products to you. Any of our affiliates that sell products to you will do so at our direction. If you are in default of this Agreement, we reserve the right to direct our affiliates not to sell products to you, or to withhold certain discounts which might otherwise be available to you.\n\nPage 14 of 80\n\n\n\n\n\n7.1.10 You acknowledge and agree that we have the right to collect and retain all manufacturing allowances, marketing allowances, rebates, contingencies, credits, monies, payments or benefits (collectively, \"Allowances\") offered by suppliers to you or to us (or our affiliates) based upon your purchases of Products and other goods and services. These Allowances include those based on purchases of Products, other products, paper goods, ink, and other items (such as packaging). You assign to us or our designee all of your right, title and interest in and to any and all such Allowances and authorize us (or our designee) to collect and retain any or all such Allowances without restriction. 7.2 Prohibited Products. You acknowledge and agree that your Franchised Business will not use and/or offer for sale such products or services which we have prohibited you from using and/or selling (\"Prohibited Products and Services\"). Prohibited Products and Services will include selling any services or products other than personal lines property and casualty, small commercial property and casualty, and life insurance with insurance carriers that we have made available to you through our appointment process. We may periodically update the list of Prohibited Products and Services. You also acknowledge and agree that if your Franchised Business uses or sells any Prohibited Products or Services, we will have the right to immediately terminate this Agreement upon notice pursuant to Section 17.2.15 below. 7.3 Use of the Marks. You must require all marketing materials, signs, decorations, paper goods (including, without limitation, and all forms and stationery used in the Franchised Business), and other items which we may designate to bear the Proprietary Marks in the form, color, location, and manner we prescribe (and subject to our prior written approval, for example as provided in Section 13.9 below). 8 YOUR DUTIES\n\nIn addition to all of the other duties specified in this Agreement, for the sake of brand enhancement and protection, you agree to all of the following: 8.1 Importance of Following Standards. You understand and acknowledge that every detail of the Franchised Business is important to you, to us, and to other Goosehead Business franchisees and licensees in order to develop and maintain high operating standards, to provide superior customer service to customers and participants, to increase the demand for the services and products sold, by all franchisees, and to protect and enhance the reputation and goodwill associated with our brand. 8.2 Opening. In connection with the opening of the Franchised Business: 8.2.1 You agree to conduct, at your expense, such promotional and marketing activities as we may require. 8.2.2 You agree to open the Franchised Business by the date specified in Section 5.1 above. 8.2.3 You will not open the Franchised Business until we have determined that all construction has been substantially completed, and that such construction conforms to our standards including to materials, quality of work, signage, decor, paint, and equipment, and we have given you our prior written approval to open, which we will not unreasonably withhold.\n\nPage 15 of 80\n\n\n\n\n\n8.2.4 You agree not to open the Franchised Business until all required individuals have successfully completed all training that we require. 8.3 Staffing. 8.3.1 You agree to maintain a competent, conscientious staff in numbers sufficient to maintain the full-time operation of the Franchised Business and as necessary or appropriate for providing quality client experience according to our standards. We may provide requirements for certain positions that we may establish from time to time and which will be set forth in our Manual. 8.3.2 For the sake of efficiency and to enhance and protect our brand you and your staff must, at all times, cooperate with us and with our representatives, and conduct the operation of the business in a first-class and professional manner in terms of dealing with customers, vendors, and our staff as well. 8.3.3 Your employees must comply with such professional attire standards as we may periodically require. We may also require that you and your employees comply with personal appearance standards (including dress code, shoes, hair color, body art, piercing, sanitation and personal hygiene, foundation garments, personal displays at work stations, etc.). 8.4 Operation According to Our Standards. To insure that the highest degree of quality and service is maintained, you agree to operate your Franchised Business in strict conformity with such methods, standards, and specifications that we may periodically require in the Manual or otherwise in writing. In this regard, you agree to do all of the following: 8.4.1 You agree to maintain in sufficient supply, and to use at all times only the items, products, services, materials, and supplies that meet our written standards and specifications, and you also agree not to deviate from our standards and specifications by using or offering any non-conforming items without our specific prior written consent. 8.4.2 You agree: (a) to sell or offer for sale only those Approved Products and Services and items using the standards and techniques that we have approved in writing for you to offer and use at your Franchised Business; (b) to sell or offer for sale all Approved Products and Services and items using the standards and techniques that we specify in writing; (c) not to deviate from our standards and specifications; (d) to stop using and offering for use any Services or products that we at any time disapprove in writing (recognizing that we have the right to do so at any time); and (e) that if you propose to deviate (or if you do deviate) from our standards and specifications, whether or not we have approved the deviation, that deviation will become our property. 8.4.3 You agree to buy and install, at your expense, all fixtures, furnishings, equipment, decor, and signs as we may specify, and to periodically make upgrades and other changes to such items at your expense as we may reasonably request in writing. Without limiting the above, you acknowledge and agree that changes in our System standard may require you to purchase new and/or additional equipment for use in the Franchised Business. 8.4.4 You agree not to install or permit to be installed on or about the premises of the Franchised Business, without our prior written consent, any fixtures, furnishings,\n\nPage 16 of 80\n\n\n\n\n\nequipment, machines, d\u00e9cor, signs, or other items that we have not previously in writing approved as meeting our standards and specifications. 8.4.5 You agree to immediately suspend operation of (and close) the Franchised Business if: (a) any products or services sold at the Franchised Business deviate from our standards; and/or (b) you fail to maintain the Franchised Business premises, personnel, or operation of the Franchised Business in accordance with this Agreement, the Manual, or any applicable law or regulations. In the event of such closing, you agree to immediately notify us, in writing, and also remedy the unsafe, or other condition or other violation of the applicable law or regulation. You agree not to reopen the Franchised Business until after we have determined that you have corrected the condition. 8.4.6 You agree to immediately notify us in writing if you or any of your Principals, Managers, or Producers are convicted of a felony, a crime involving moral turpitude, or any other crime or offense that is likely to have an adverse effect on the System, the Proprietary Marks, your insurance license or the insurance license of any of your employees, the goodwill associated therewith, or our interest therein. 8.5 Use of the Approved Location Premises. You may only use the Approved Location for the purpose of operating the Franchised Business and for no other purpose. You agree not to co-brand or permit any other business to operate at the Approved Location without our written consent. 8.6 Hours and Days of Operation. You agree to keep the Franchised Business open and in normal operation for such hours and days as we may periodically specify in the Manual or as we may otherwise approve in writing. 8.7 Operating Codes. You agree to fully and faithfully comply with all Operating Codes applicable to your Franchised Business. You will have the sole responsibility to fully and faithfully comply with any Operating Codes, and we will not review whether you are in compliance with any Operating Codes. The term \"Operating Codes\" means applicable federal, state, and local laws, codes, ordinances, and/or regulations that apply to the Services, products, construction and design of the Franchised Business and other aspects of operating the Franchised Business, including the ADA. You must furnish to us, within three (3) days of your receipt, a copy of all inspection reports, warnings, citations, certificates, and/or ratings resulting from inspections conducted by any federal, state or municipal agency with jurisdiction over the Franchised Business. You must also obtain and maintain during the term of this Agreement all licenses and approvals from any governmental or regulatory agency required for the operation of the Franchised Business or provision of the Services you will offer, sell, and provide. Where required, you must obtain the approval of any regulatory authority with jurisdiction over the operation of your Franchised Business. You acknowledge that we will have no liability to you or any regulatory authority for any failure by you to obtain or maintain during the term of this Agreement any necessary licenses or approvals required for the operation of the Franchised Business. 8.8 Your Franchised Business: 8.8.1 Franchised Business Condition, Maintenance. You agree that at all times, you will maintain the Franchised Business in a high degree of repair and condition. In addition, you agree to make such repairs and replacements to the Franchised Business as may be required for that purpose (but no others without our prior\n\nPage 17 of 80\n\n\n\n\n\nwritten consent), including the periodic repainting or replacement of obsolete signs, furnishings, equipment, and decor that we may reasonably require. Your maintenance and upkeep obligations under this Section 8.8.1 are separate from those with respect to periodic upgrades that we may require regarding fixtures, furnishings, equipment, decor, and signs, and Section 8.8.2 below with respect to Remodeling. 8.8.2 Remodeling. In addition to the maintenance and upkeep obligations requirements under Section 8.8.1 above, you agree to refurbish the Franchised Business at your expense to conform to our then-current building design, exterior facade, trade dress, signage, furnishings, decor, color schemes, and presentation of the Proprietary Marks in a manner consistent with the then-current image for new Goosehead Businesses, including remodeling, redecoration, and modifications to existing improvements, all of which we may require in writing (collectively, \"Remodeling\"). In this regard, the parties agree that: 8.8.2.1 You will not have to conduct a Remodeling more than once every five (5) years during the term of this Agreement (and not in an economically unreasonable amount); provided, however, that we may require Remodeling more often if Remodeling is required as a pre- condition to renewal (as described in Section 2.2.2 above); and 8.8.2.2 You will have six (6) months after you receive our written notice within which to complete Remodeling. 8.9 Use of the Marks. You will require all marketing and promotional materials, signs, decorations, merchandise, any and all replacement trade dress products, and other items that we may designate to bear our then- current Proprietary Marks and logos in the form, color, location, and manner that we have then-prescribed. 8.10 If You Are an Entity: 8.10.1 Corporate Franchisee. If you are a corporation, then you agree to: (a) confine your activities, and your governing documents will at all times provide that your activities are confined, exclusively to operating the Franchised Business; (b) maintain stop transfer instructions on your records against the transfer of any equity securities and will only issue securities upon the face of which a legend, in a form satisfactory to us, appears which references the transfer restrictions imposed by this Agreement; (c) not issue any voting securities or securities convertible into voting securities; and (d) maintain a current list of all owners of record and all beneficial owners of any class of voting stock of your company and furnish the list to us upon request. 8.10.2 Partnership/LLP Franchisee. If you are a partnership or a limited liability partnership (LLP), then you agree to: (a) confine your activities, and your governing documents will at all times provide that your activities are confined, exclusively to operating the Franchised Business; (b) furnish us with a copy of your partnership agreement as well as such other documents as we may reasonably request, and any amendments thereto; (c) prepare and furnish to us, upon request, a current list of all of your general and limited partners; and (d) consistent with the transfer restrictions set out in this Agreement, maintain instructions against the transfer of any partnership interests without our prior written approval.\n\nPage 18 of 80\n\n\n\n\n\n8.10.3 LLC Franchisee. If you are a limited liability company (LLC), then you agree to: (a) confine your activities, and your governing documents will at all times provide that your activities are confined, exclusively to operating the Franchised Business; (b) furnish us with a copy of your articles of organization and operating agreement, as well as such other documents as we may reasonably request, and any amendments thereto; (c) prepare and furnish to us, upon request, a current list of all members and managers in your LLC; and (d) maintain stop transfer instructions on your records against the transfer of equity securities and will only issue securities upon the face of which bear a legend, in a form satisfactory to us, which references the transfer restrictions imposed by this Agreement. 8.10.4 Guarantees. You agree to obtain, and deliver to us, a guarantee of your performance under this Agreement and covenant concerning confidentiality and competition, in the form attached as Exhibit B, from each current and future direct and indirect: (a) shareholder of a corporate Franchisee; (b) member of a limited liability company Franchisee; (c) partner of a partnership Franchisee; and/or (d) partner of a limited liability partnership Franchisee. 8.11 Quality-Control and Customer Survey Programs. We may periodically designate an independent evaluation service to conduct a \"mystery shopper,\" \"customer survey,\" and/or similar quality-control and evaluation programs with respect to Goosehead Businesses. You agree to participate in such programs as we require, and promptly pay the then-current charges of the evaluation service. If you receive an unsatisfactory or failing report in connection with any such program, then you agree to: (a) immediately implement any remedial actions we require; and (b) reimburse us for the expenses we incur as a result thereof (including the cost of having the evaluation service re-evaluate the Franchised Business, our inspections of the Franchised Business, and other costs or incidental expenses). 8.12 Prices. You agree that we may set reasonable restrictions on the maximum and minimum prices you may charge for the Approved Products and Services offered and sold at the Franchised Business under this Agreement. 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. 8.13 Environmental Matters. We are committed to working to attain optimal performance of Goosehead Businesses with respect to environmental, sustainability, and energy performance. We each recognize and agree that there are changing standards in this area in terms of applicable law, competitors' actions, consumer expectations, obtaining a market advantage, available and affordable solutions, and other relevant considerations. In view of those and other considerations, as well as the long-term nature of this Agreement, you agree that we have the right to periodically set reasonable standards with respect to environmental, sustainability, and energy for the System through the Manual, and you agree to abide by those standards. 8.14 Innovations. You agree to disclose to us all ideas, concepts, methods, techniques and products conceived or developed by you, your affiliates, owners and/or employees during the term of this Agreement relating to the development and/or operation of the Goosehead Businesses. All such products, services, concepts, methods, techniques, and new information will be deemed to be our sole and exclusive property and works made-for- hire for\n\nPage 19 of 80\n\n\n\n\n\nus. 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. We will have the right to use those ideas, concepts, methods, techniques, and/or products without making payment to you. You agree not to use or allow any other person or entity to use any such concept, method, technique or product without obtaining our prior written approval. 8.15 Performance Standards. You recognize that your active development of the Franchised Business is important to the effective development of the System and that we have entered into this Agreement in reliance upon your express obligation to actively implement the System. Therefore, you acknowledge and agree that, beginning six (6) months after the Commencement Date, and after notice to you, we will have the right to identify and implement quantitative operational performance standards (for example, the number of insurance policies written in a specific line of business or in the aggregate) upon which your development and active implementation of the System will be evaluated. If your performance under such standards fails to meet or exceed the performance of the lowest twenty-five percent (25%) of all franchised Goosehead Businesses operating under the System, as we determine, in any one (1) fiscal quarter of any fiscal year, we may elect to: (a) require you and such other of your employees, as we determine, to attend and complete to our satisfaction such additional training programs that we deem necessary; or (b) provide such on-site assistance and consultation as we deem necessary. In the event we provide any such additional training, assistance or consultation, you will be responsible for all costs and expenses for that training assistance or consultation, which may include a fee payable to us. If you fail to improve your performance under such standards by at least ten percent (10%), and fail to meet or exceed the performance of the lowest twenty-five percent (25%) of all franchised Goosehead Businesses operating under the System in each subsequent fiscal quarter we may, in our discretion, place your agency in default status, which may result in termination pursuant to Section 17.3 below. 8.16 Franchisee Advisory Council. We may establish an organization to facilitate communication between us and franchisees operating under the Proprietary Marks and the System (the \"Franchisee Advisory Council\"). In the event that we form the Franchisee Advisory Council, you agree to fully participate in the Franchisee Advisory Council if requested by us. The Franchisee Advisory Council may be terminated or dissolved by us at any time. 9 PROPRIETARY MARKS 9.1 Our Representations. We represent to you that we own (or have an appropriate license to) all right, title, and interest in and to the Proprietary Marks, and that we have taken (and will take) all reasonably necessary actions to preserve and protect the ownership and validity in, and of, the Proprietary Marks. 9.2 Your Agreement. With respect to your use of the Proprietary Marks, you agree that: 9.2.1 You will use only the Proprietary Marks that we have designated in writing, and you will use them only in the manner we have authorized and permitted in writing; and all items bearing the Proprietary Marks must bear the then-current logo. 9.2.2 You will use the Proprietary Marks only for the operation of the business franchised under this Agreement and only at the location authorized under this Agreement, or in franchisor-approved marketing for the business conducted at or from that location (subject to the other provisions of this Agreement).\n\nPage 20 of 80\n\n\n\n\n\n9.2.3 Unless we otherwise direct you in writing to do so, you agree to operate and advertise the Franchised Business only under the name \"Goosehead Insurance\" without prefix or suffix. 9.2.4 During the term of this Agreement and any renewal of this Agreement, you will identify yourself (in a manner reasonably acceptable to us) as the owner of the Franchised Business in conjunction with any use of the Proprietary Marks, including uses on invoices, order forms, receipts, and contracts, as well as the display of a notice in such content and form and at such conspicuous locations on the premises of the Franchised Business as we may designate in writing. 9.2.5 Your right to use the Proprietary Marks is limited to such uses as are authorized under this Agreement, and any unauthorized use thereof will constitute an infringement of our rights. 9.2.6 You agree not to use the Proprietary Marks to incur any obligation or indebtedness on our behalf unless expressly authorized by this Agreement (i.e. to sell Approved Products and Services). 9.2.7 You agree not to use the Proprietary Marks: 9.2.7.1 as part of your corporate or other legal name; 9.2.7.2 as part of your identification in any e-mail address, domain name, or other electronic medium (except as otherwise provided in Section 14.10.3 below); and/or 9.2.7.3 in connection with any employment or H.R. documents (including employment applications, paychecks, pay stubs, and employment agreements. 9.2.8 You agree to execute any documents that we (or our affiliates) deem necessary to obtain protection for the Proprietary Marks or to maintain their continued validity and enforceability. 9.2.9 With respect to litigation involving the Proprietary Marks, the parties agree that: 9.2.9.1 You agree to promptly notify us of any suspected infringement of the Proprietary Marks, any known challenge to the validity of the Proprietary Marks, or any known challenge to our ownership of, or your right to use, the Proprietary Marks licensed under this Agreement. You acknowledge and agree that we will have the sole right to direct and control any administrative proceeding or litigation involving the Proprietary Marks, including any settlement thereof. We will also have the sole right, but not the obligation, to take action against uses by others that may constitute infringement of the Proprietary Marks. 9.2.9.2 If you used the Proprietary Marks in accordance with this Agreement, then we will defend you at our expense against any third party claim, suit, or demand involving the Proprietary Marks arising out of your use thereof. If you used the Proprietary Marks in a manner that does not comply with this Agreement, then we will still defend you, but at your expense, against such third party claims, suits, or demands.\n\nPage 21 of 80\n\n\n\n\n\n9.2.9.3 We agree to reimburse you for your out-of-pocket travel costs in doing such acts and things, and you will bear the salary costs of your employees, and we will bear the costs of any judgment or settlement, unless such litigation is the result of your use of the Proprietary Marks in a manner that does not comply with this Agreement. 9.2.9.4 To the extent that such litigation is the result of your use of the Proprietary Marks in a manner inconsistent with the terms of this Agreement, then you agree to reimburse us (upon our request, which may be periodic and/or upon the conclusion of the proceedings) for the cost of such litigation and/or upon our written request, pay our legal fees directly (your obligation under this Section includes reasonable attorneys' fees, court costs, discovery costs, and all other related expenses, as well as the cost of any judgment or settlement). 9.2.9.5 If we undertake the defense or prosecution of any litigation or other similar proceeding relating to the Proprietary Marks, then you agree to sign any and all documents, and do those acts and things that may, in our counsel's opinion, be necessary to carry out the defense or prosecution of that matter (including becoming a nominal party to any legal action). 9.3 Your Acknowledgements. You expressly understand and acknowledge that: 9.3.1 We own all right, title, and interest in and to the Proprietary Marks and the goodwill associated with and symbolized by them. 9.3.2 The Proprietary Marks are valid and serve to identify the System and those who are authorized to operate under the System. 9.3.3 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). 9.3.4 Your use of the Proprietary Marks does not give you any ownership interest or other interest in or to the Proprietary Marks, except the license granted by this Agreement. 9.3.5 Any and all goodwill arising from your use of the Proprietary Marks will inure solely and exclusively to our benefit, and upon expiration or termination of this Agreement and the license granted as part of this Agreement, there will be no monetary amount assigned as attributable to any goodwill associated with your use of our System or of our Proprietary Marks. 9.3.6 The right and license of the Proprietary Marks that we have granted to you under this Agreement is non-exclusive, and we therefore have the right, among other things: 9.3.6.1 To use the Proprietary Marks ourselves in connection with selling Services and products; 9.3.6.2 To grant other licenses for the Proprietary Marks, in addition to licenses we may have already granted to existing franchisees; and\n\nPage 22 of 80\n\n\n\n\n\n9.3.6.3 To develop and establish other systems using the same or similar Proprietary Marks, or any other proprietary marks, and to grant licenses or franchises for those other marks without giving you any rights to those other marks. 9.4 Change to Marks. We reserve the right to substitute different Proprietary Marks for use in identifying the System and the businesses operating as part of the System if our currently owned Proprietary Marks no longer can be used, or if we determine, exercising our right to do so, that substitution of different Proprietary Marks will be beneficial to the System. In such circumstances, your right to use the substituted proprietary marks will be governed by (and pursuant to) the terms of this Agreement. 10 CONFIDENTIAL BRAND MANUALS 10.1 You Agree to Abide by the Manual. In order to protect our reputation and goodwill and to maintain high standards of operation under our Proprietary Marks, you agree to conduct your business in accordance with the written instructions that we provide, including the Manual. We will lend to you (or permit you to have access to) one (1) copy of our Manual, only for the term of this Agreement, and only for your use in connection with operating the Franchised Business during the term of this Agreement. 10.2 Format of the Manual. We will have the right to provide the Manual in any format we determine is appropriate (including paper and/or by making some or all of the Manual available to you only in electronic form, such as through an internet website or an extranet). If at any time we choose to provide the Manual electronically, you agree to immediately return to us any and all physical copies of the Manual that we have previously provided to you. 10.3 We Own the Manual. The Manual will at all times remain our sole property and you agree to promptly return the Manual when this Agreement expires or if it is terminated. 10.4 Confidentiality and Use of the Manual. 10.4.1 The Manual contains our proprietary information and you agree to keep the Manual confidential both during the term of this Agreement and after this Agreement expires and/or is terminated. You agree that, at all times, you will insure that your copy of the Manual will be available at the Franchised Business premises in a current and up-to-date manner. Whenever the Manual is not in use by authorized personnel, you agree to maintain secure access to the Manual at the premises of the Franchised Business, and you agree to grant only authorized personnel (as defined in the Manual) with access to the security protocols for the Manual. 10.4.2 You agree to never make any unauthorized use, disclosure, and/or duplication the Manual in whole or in part. 10.5 You Agree to Treat Manual as Confidential. You agree that at all times, you will treat the Manual, any other manuals that we create (or approve) for use in the operation of the Franchised Business, and the information contained in those materials, as confidential, and you also agree to use your best efforts to maintain such information as secret and confidential. You agree that you will never copy, duplicate, record, or otherwise reproduce those materials, in whole or in part, nor will you otherwise make those materials available to any unauthorized person.\n\nPage 23 of 80\n\n\n\n\n\n10.6 Which Copy of the Manual Controls. You agree to keep your copy of the Manual only at the Franchised Business (and as provided in Section 10.4 above) and also to insure that the Manual are kept current and up to date. You also agree that if there is any dispute as to the contents of the Manual, the terms of the master copy of the Manual that we maintain in our home office will be controlling. Access to any electronic version of the Manual will also be subject to our reasonable requirements with respect to security and other matters, as described in Section 14 below. 10.7 Revisions to the Manual. We have the right to revise the contents of the Manual whenever we deem it appropriate to do so, and you agree to make corresponding revisions to your copy of the Manual and to comply with each new or changed standard. 10.8 Modifications to the System. You recognize and agree that we may periodically change or modify the System and you agree to accept and use for the purpose of this Agreement any such change in the System (which may include, among other things, new or modified trade names, service marks, trademarks or copyrighted materials, new products, new techniques, as if they were part of this Agreement at the time when you and we signed this Agreement; provided the financial burden placed upon you is not substantial). You agree to make such expenditures and such changes or modifications as we may reasonably require pursuant to this Section and otherwise in this Agreement. 11 CONFIDENTIAL INFORMATION 11.1 Confidentiality. 11.1.1 You agree that you will not, during the term of this Agreement or at any time thereafter, communicate, divulge, or use (for yourself and/or for the benefit of any other person, persons, partnership, entity, association, or corporation) any Confidential Information that may be communicated to you or of which you may be apprised by virtue of your operation under the terms of this Agreement. You agree that you will divulge our Confidential Information only to those of your employees as must have access to it in order to operate the Franchised Business. 11.1.2 Any and all information, knowledge, know-how, and techniques that we designate as confidential will be deemed Confidential Information for purposes of this Agreement, except information that you can demonstrate came to your attention before disclosure of that information by us; or which, at or after the time of our disclosure to you, had become or later becomes a part of the public domain, through publication or communication by another party that has the right to publish or communicate that information. 11.1.3 Any employee who may have access to any Confidential Information regarding the Franchised Business must execute a covenant that the employee will maintain the confidentiality of information they receive in connection with their association with you. Such covenants must be on a form that we provide, which form will, among other things, designate us as a third party beneficiary of such covenants with the independent right to enforce them. 11.1.4 As used in this Agreement, the term \"Confidential Information\" includes, without limitation, our business concepts and plans, operating techniques, marketing methods, processes, vendor information, results of operations and quality control information, financial information, demographic and trade area information, market penetration techniques, plans, or schedules, the Manuals, customer lists, profiles,\n\nPage 24 of 80\n\n\n\n\n\npreferences, or statistics, itemized costs, franchisee composition, territories, and development plans, and all related trade secrets or other confidential or proprietary information treated as such by us, whether by course of conduct, by letter or report, or by the use of any appropriate proprietary stamp or legend designating such information or item to be confidential or proprietary, by any communication to such effect made prior to or at the time any Confidential Information is disclosed to you. 11.2 Consequences of Breach. You acknowledge and agree that any failure to comply with the requirements of this Section 11 will cause us irreparable injury, and you agree to pay all costs (including, without limitation, reasonable attorneys' fees, court costs, discovery costs, and all other related expenses) that we incur in obtaining specific performance of, or an injunction against violation of, the requirements of this Section 11. 12 ACCOUNTING, FINANCIAL AND OTHER RECORDS, AND INSPECTIONS 12.1 Accounting Records and Sales Reports. 12.1.1 With respect to the operation and financial condition of the Franchised Business, we will have the right to designate, and you agree to adopt, the fiscal year and interim fiscal periods that we decide are appropriate for the System. 12.1.2 With respect to the Franchised Business, you agree to maintain for at least seven (7) years during (as well as after) the term of this Agreement (and also after any termination and/or transfer), full, complete, and accurate books, records, and accounts prepared in accordance with generally accepted accounting principles and in the form and manner we have prescribed periodically in the Manual or otherwise in writing, including: (a) cash disbursements and weekly payroll journal and schedule; (b) monthly bank statements, daily deposit slips and cancelled checks; (c) all tax returns; (d) supplier's invoices (paid and unpaid); (e) semi-annual fiscal period balance sheets and fiscal period profit and loss statements; (f) operational schedules; and (g) such other records that we may periodically and reasonably request. 12.1.3 We have the right to specify the accounting software and a common chart of accounts, and, if we do so, you agree to use that software and chart of accounts (and require your bookkeeper and accountant to do so) in preparing and submitting your financial statements to us. We have the right to require you to use only an approved bookkeeping service and an approved independent certified public accountant. You agree to provide to the accounting service provider complete and accurate information that we or the accounting service provider require, and agree that we will have full access to the data and information that you provide to the accounting service provider or through the designated program. Additionally, if you fail to comply with the accounting standards and requirements under this Agreement, we may require that you use an approved independent bookkeeper and/or independent accounting firm and/or services and programs. 12.1.4 Each Month, you agree to submit to us, in the form we specify and/or utilizing our Required Software, a report for the immediately preceding Month. You agree to submit the report to us by whatever method that we reasonably require (whether electronically through your use of our Required Software or otherwise) for our receipt no later than the times required under Section 4.3 above. You agree that if do not submit those reports to us in a timely manner, we will have the right to charge you for the costs that we incur in auditing your records.\n\nPage 25 of 80\n\n\n\n\n\n12.2 Financial Statements. 12.2.1 You agree to provide us, at your expense, and in a format that we reasonably specify, a complete set of annual financial statements prepared on a review basis by an independent certified public accountant (as to whom we do not have a reasonable objection) within ninety (90) days after the end of each fiscal year of the Franchised Business during the term of this Agreement. Your financial statement must be prepared according to generally accepted accounting principles, include a fiscal year-end balance sheet, an income statement of the Franchised Business for that fiscal year reflecting all year-end adjustments, and a statement of changes in your cash flow reflecting the results of operations of the Franchised Business during the most recently completed fiscal year. 12.2.2 In addition, no later than the twentieth (20th) day after each Month (or, if we elect, other periodic time period) during the term of this Agreement after the opening of the Franchised Business, you will submit to us, in a format acceptable to us (or, at our election, in a form that we have specified): (a) a fiscal period and fiscal year-to-date profit and loss statement and a quarterly balance sheet (which may be unaudited) for the Franchised Business; and (b) upon request, reports of those income and expense items of the Franchised Business that we periodically specify for use in any revenue, earnings, and/or cost summary we choose to furnish to prospective franchisees (provided that we will not identify to prospective franchisees the specific financial results of the Franchised Business); 12.2.3 You must certify as correct and true all reports and information that you submit to us pursuant to this Section 12.2. 12.2.4 You agree that upon our request, and for a limited period of time, you will provide us (and/or our agents, such as our auditors) with passwords and pass codes necessary for the limited purpose of accessing your computer system in order to conduct the inspections specified in this Section 12. You also agree that you will change all passwords and pass codes after the inspection is completed. 12.3 Additional Information. You also agree to submit to us (in addition to the reports required pursuant to Section 12.1.4 above), for review or auditing, such other forms, reports, records, information, and data as and when we may reasonably designate, in the form and format, and at the times and places as we may reasonably require, upon request and as specified periodically in the Manual or otherwise in writing, including: (a) information in electronic format; (b) restated in accordance with our financial reporting periods; (c) consistent with our then-current financial reporting periods and accounting practices and standards; and/or (d) a s necessary so that we can comply with reporting obligations imposed upon us by tax authorities with jurisdiction over the Franchised Business and/or our company. The reporting requirements of this Section 12.3 will be in addition to, and not in lieu of, the electronic reporting required under Section 14 below. 12.4 Our Right to Inspect Your Books and Records. 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). We will also have the right, at any time, to have an independent audit made of your books and records. If an inspection should reveal that you have understated any payments in any report to us, then this will constitute a default under this Agreement, and you agree to immediately pay us the amount understated upon demand, in addition to interest from the date such amount was due until paid, at the rate of one and one-half\n\nPage 26 of 80\n\n\n\n\n\npercent (1.5%) per month (but not more than the maximum rate permitted by law, if any such maximum rate applies). If we conduct an inspection because you did not timely provide sales reports to us, or if an inspection discloses that you understated your sales, in any report to us (and/or underpaid your royalties), by three percent (3%) or more, or if you did not maintain and/or provide us with access to your records, then you agree (in addition to paying us the overdue amount and interest) to reimburse us for any and all costs and expenses we incur in connection with the inspection (including travel, lodging and wages expenses, and reasonable accounting and legal costs). These remedies will be in addition to any other remedies we may have. We may exercise our rights under this Section 12 directly or by engaging outside professional advisors (for example, a CPA) to represent us. 12.5 Operational Inspections. In addition to the provisions of Section 12.5 above, you also grant to us and our agents the right to enter upon the Franchised Business premises at any reasonable time for the purpose of conducting inspections, for among other purposes, preserving the validity of the Proprietary Marks, and verifying your compliance with this Agreement and the policies and procedures outlined in the Manual. You agree to cooperate with our representatives in such inspections by rendering such assistance as they may reasonably request; and, upon notice from us or from our agents (and without limiting our other rights under this Agreement), you agree to take such steps as may be necessary to correct immediately any deficiencies detected during any such inspection. You further agree to pay us our then-current per diem fee for our representative(s) and to reimburse us for our reasonable travel expenses if additional inspections at the Franchised Business are required when a violation has occurred and you have not corrected the violation, or if you did not provide us with your records or access to your records upon reasonable request that is permitted under this Agreement. 13 MARKETING 13.1 Marketing Activities and Funds. 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\"). The Marketing Contribution is payable and/or allocated in the manner and at the times required under Section 4.3 above (and as otherwise provided in this Section 13). 13.2 Allocation and Collection. 13.2.1 We have the right to allocate your Marketing Contribution in the proportion that we designate among the following: 13.2.1.1 the Brand Fund; 13.2.1.2 local marketing, which we may allocate between: (a) any regional marketing fund established for your area (a \"Regional Fund\"), as provided in Section 13.4 below (but we are not required to establish a Regional Fund for your area); and (b) funds that you will spend on local marketing and promotion. 13.2.2 We have the right to periodically make changes to the allocation of the Marketing Contribution as specified in Section 13.2.1 among those funds and/or local marketing and promotion, by giving you written notice of the change, and those changes will take effect at the end of that month.\n\nPage 27 of 80\n\n\n\n\n\n13.2.3 No part of the Marketing Contribution (whether deposited in Brand Fund or a Regional Fund or designated for local marketing and promotional expenditures) shall be subject to refund or repayment under any circumstances. 13.3 Brand Fund. We have the right (but not the obligation) to establish, maintain, and administer a System wide marketing and promotional fund (the \"Brand Fund\"). If we establish a Brand Fund, then the following provisions will apply to that Brand Fund: 13.3.1 We (or our designee) will have the right to direct all marketing programs, with sole discretion over the concepts, materials, and media used in such programs and the placement and allocation thereof. You agree and acknowledge that the Brand Fund is intended to maximize general public recognition, acceptance, and use of the System; and that we and our designee are not obligated, in administering the Brand Fund, to make expenditures for you that are equivalent or proportionate to your contribution, or to ensure that any particular franchisee benefits directly or pro rata from expenditures by the Brand Fund. 13.3.2 The Brand Fund, all contributions to that fund, and any of that fund's earnings, will be used exclusively to meet any and all costs of maintaining, administering, staffing, directing, conducting, preparing advertising, marketing, public relations and/or promotional programs and materials, and any other activities that we believe will enhance the image of the System (including, among other things, the costs of preparing and conducting marketing and media advertising campaigns on radio, television, cable, and other media; direct mail advertising; developing and implementing website, social networking/media, search optimization, and other electronic marketing strategies; marketing surveys and other public relations activities; employing marketing personnel (including salaries for personnel directly engaged in consumer-oriented marketing functions), advertising and/or public relations agencies to assist therein; purchasing and distributing promotional items, conducting and administering visual merchandising, point of sale, and other merchandising programs; engaging individuals as spokespersons and celebrity endorsers; purchasing creative content for local sales materials; reviewing locally-produced ads; preparing, purchasing and distributing door hangers, free-standing inserts, coupons, brochures, and trademarked apparel; market research; conducting sponsorships, sweepstakes and competitions; engaging mystery shoppers for Goosehead Businesses and their competitors; paying association dues (including the International Franchise Association), establishing third-party facilities for customizing local advertising; purchasing and installing signage; and providing promotional and other marketing materials and services to the Goosehead Businesses operated under the System). 13.3.3 You agree to make your Marketing Contribution to the Brand Fund in the manner specified in Section 4.3 above. The Brand Fund may also be used to make loans (at reasonable interest rates); and to provide rebates or reimbursements to franchisees for local expenditures on products, services, or improvements, approved in advance by us, which products, services, or improvements we deem, in our sole discretion, will promote general public awareness and favorable support for the System. All sums you pay to the Brand Fund will be maintained in an account separate from our other monies and will not be used to defray any of our expenses, except for such reasonable costs and overhead, if any, as we may incur in activities reasonably related to the direction and implementation of the Brand Fund and marketing programs for franchisees and the System. The Brand Fund and its earnings will not\n\nPage 28 of 80\n\n\n\n\n\notherwise inure to our benefit. We or our designee will maintain separate bookkeeping accounts for the Brand Fund. 13.3.4 The Brand Fund is not and will not be our asset. We will prepare and make available to you upon reasonable request an annual statement of the operations of the Brand Fund as shown on our books. 13.3.5 Although once established the Brand Fund is intended to be of perpetual duration, we maintain the right to terminate the Brand Fund. The Brand Fund will not be terminated, however, until all monies in the Brand Fund have been expended for marketing purposes. 13.4 Regional Fund. We have the right to designate any geographical area for purposes of establishing a Regional Fund. If a Regional Fund for the geographic area in which the Franchised Business is located has been established at the time you commence operations under this Agreement, you must immediately become a member of such Regional Fund. If a Regional Fund for the geographic area in which the Franchised Business is located is established during the term of this Agreement, you must become a member of such Regional Fund within thirty (30) days after the date on which the Regional Fund commences operation. In no event will you be required to join more than one Regional Fund. The following provisions will apply to each such Regional Fund: 13.4.1 Each Regional Fund will be organized and governed in a form and manner, and will commence operations on a date, all of which we must have approved in advance, in writing. 13.4.2 Each Regional Fund will be organized for the exclusive purpose of administering regional marketing programs and developing, subject to our approval, standardized promotional materials for use by the members in regional marketing. 13.4.3 No marketing, advertising or promotional plans or materials may be used by a Regional Fund or furnished to its members without our prior approval, pursuant to the procedures and terms as set forth in Section 13.9 below. 13.4.4 Once you become a member of a Regional Fund, you must contribute to a Regional Fund pursuant to the allocation that we specify, as described in Section 13.2 above, at the time required under Section 4.3 above, together with such statements or reports that we, or the Regional Fund (with our prior written approval) may require. We also have the right to require that you submit your Regional marketing contributions and reports directly to us for distribution to the Regional Brand Fund. 13.4.5 A majority of the Goosehead Business owners in the Regional Fund may vote to increase the amount of each Goosehead Business owner's contribution to the Regional Fund by up to an additional two percent (2%) of each Goosehead Business's Gross Revenues. Voting will be on the basis of one vote per Goosehead Business, and each Goosehead Business that we operate in the region, if any, will have the same voting rights as those owned by our franchisees. You must contribute to the Regional Fund in accordance with any such vote by the Regional Fund to increase each Goosehead Business's contribution as provided in this Section 13.4.5. 13.4.6 Although once established, each Regional Fund is intended to be of perpetual duration, we maintain the right to terminate any Regional Fund. A Regional Fund will\n\nPage 29 of 80\n\n\n\n\n\nnot be terminated, however, until all monies in that Regional Fund have been expended for marketing purposes. 13.5 Local Marketing and Promotion. You must make Monthly expenditures on local marketing and promotion of the Franchised Business in such amounts as we may designate as part of the allocation of the Marketing Contribution specified in Section 13.2 above. As used in this Agreement, the term \"local marketing and promotion\" will consist only of the direct costs of purchasing and producing marketing materials (including camera ready advertising and point of sale materials), media (space or time), and those direct out of pocket expenses related to costs of marketing and sales promotion that you spend in your local market or area, advertising agency fees and expenses, postage, shipping, telephone, and photocopying; however, the parties expressly agree that local marketing may not include costs or expenses that you incur or that are spent on your behalf in connection with any of the following: 13.5.1 Salaries and expenses of your employees, including salaries or expenses for attendance at marketing meetings or activities, or incentives provided or offered to such employees, including discount coupons; and/or 13.5.2 Charitable or other contributions or donations. 13.6 Materials Available for Purchase. We may periodically make available to you for purchase marketing plans and promotional materials, including newspaper mats, coupons, merchandising materials, sales aids, point-of- purchase materials, special promotions, direct mail materials, community relations programs, and similar marketing and promotional materials for use in local marketing. 13.7 Standards. All of your local marketing and promotion must: (a) be in the media, and of the type and format, that we may approve; (b) be conducted in a dignified manner; and (c) conform to the standards and requirements that we may specify. You agree not to use any advertising, marketing materials, and/or promotional plans unless and until you have received our prior written approval, as specified in Section 13.9 below. 13.8 Our Review and Right to Approve All Proposed Marketing. For all proposed advertising, marketing, and promotional plans, you (or the Regional Fund, where applicable) must submit to us samples of such plans and materials (by means described in Section 24 below), for our review and prior written approval. If you (or the Regional Fund) have not received our written approval within fourteen (14) days after we have received those proposed samples or materials, then we will be deemed to have disapproved them. You acknowledge and agree that any and all copyright in and to advertising, marketing materials, and promotional plans developed by or on behalf of you will be our sole property, and you agree to sign such documents (and, if necessary, require your employees and independent contractors to sign such documents) that we deem reasonably necessary to give effect to this provision. 13.9 Rebates. You acknowledge and agree that periodic rebates, giveaways and other promotions and programs will, if and when we approve and adopt them, be an integral part of the System. Accordingly, you agree to honor and participate (at your expense) in reasonable rebates, giveaways, marketing programs, and other promotions that we establish and/or that other franchisees sponsor, so long as they do not violate regulations and laws of appropriate governmental authorities. 13.10 Considerations as to Charitable Efforts. You acknowledge and agree that certain associations between you and/or the Franchised Business and/or the Proprietary Marks\n\nPage 30 of 80\n\n\n\n\n\nand/or the System, on the one hand, and certain political, religious, cultural or other types of groups, organizations, causes, or activities, on the other, however well-intentioned and/or legal, may create an unwelcome, unfair, or unpopular association with, and/or an adverse effect on, our reputation and/or the good will associated with the Proprietary Marks. Accordingly, you agree that you will not, without our prior written consent, take any actions that are, or which may be perceived by the public to be, taken in the name of, in connection or association with you, the Proprietary Marks, the Franchised Business, us, and/or the System involving the donation of any money, products, services, goods, or other items to, any charitable, political or religious organization, group, or activity. 13.11 Additional Marketing Expenditure Encouraged. You understand and acknowledge that the required contributions and expenditures are minimum requirements only, and that you may (and we encourage you to) spend additional funds for local marketing and promotion, which will focus on disseminating marketing directly related to your Franchised Business. 14 TECHNOLOGY 14.1 Computer Systems and Required Software. With respect to computer systems and required software: 14.1.1 We have the right to specify or require that certain brands, types, makes, and/or models of communications, computer systems, and hardware to be used by, between, or among Goosehead Businesses, and in accordance with our standards, including without limitation: (a) back office systems, data, audio, video (including managed video security surveillance), telephone, voice messaging, retrieval, and transmission systems for use at Goosehead Businesses, between or among Goosehead Businesses, and between and among the Franchised Business, and you, and us; (b) physical, electronic, and other security systems and measures; (c) printers and other peripheral devices; (d) archival back-up systems; (e) internet access mode (e.g.,  fo rm o f telecommunications connection) and speed; and (f) technology used to enhance and evaluate the customer experience (collectively, all of the above are referred to as the \"Computer System\"). 14.1.2 We will have the right, but not the obligation, to develop or have developed for us, or to designate: (a) computer software programs and accounting system software that you must use in connection with the Computer System (including applications, technology platforms, and other such solutions) (\"Required Software\"), which you must install; (b) updates, supplements, modifications, or enhancements to the Required Software, which you must install; (c) the media upon which you must record data; and (d) the database file structure of your Computer System. If we require you to use any or all of the above items, then you agree that you will do so. 14.1.3 You agree to install and use the Computer System and Required Software at your expense. You agree to pay us or third party vendors, as the case may be, initial and ongoing fees in order to install, maintain, and continue to use the Required Software, hardware, and other elements of the Computer System. 14.1.4 You agree to implement and periodically make upgrades and other changes at your expense to the Computer System and Required Software as we may reasonably request in writing (collectively, \"Computer Upgrades\"). 14.1.5 You agree to comply with all specifications that we issue with respect to the Computer System and the Required Software, and with respect to Computer\n\nPage 31 of 80\n\n\n\n\n\nUpgrades, at your expense. You agree to afford us unimpeded access to your Computer System and Required Software, including all information and data maintained thereon, in the manner, form, and at the times that we request. 14.1.6 You also agree that we will have the right to approve or disapprove your use of any other technology solutions (including beacons and other tracking methodologies). 14.2 Data. 14.2.1 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. 14.2.2 You agree that all other data that you create or collect in connection with the System, and in connection with your operation of the Franchised Business (including customer lists and transaction data), is and will be owned exclusively by us during the term of, and after termination or expiration of, this Agreement. 14.2.3 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. You acknowledge and agree that except for the right to use the data under this clause, you will not develop or have any ownership rights in or to the data. 14.2.4 You agree to transfer to us all data (in the digital machine-readable format that we specify, and/or printed copies, and/or originals) promptly upon our request when made, whether periodically during the term of this Agreement, upon termination and/or expiration of this Agreement, any transfer of an interest in you, and/or a transfer of the Franchised Business. 14.3 Data Requirements and Usage. We may periodically specify in the Manual or otherwise in writing the information that you agree to collect and maintain on the Computer System installed at the Franchised Business, and you agree to provide to us such reports as we may reasonably request from the data so collected and maintained. In addition: 14.3.1 You agree to abide by all applicable laws pertaining to the privacy of consumer, employee, and transactional information (\"Privacy Laws\"). 14.3.2 You agree to comply with our standards and policies that we may issue (without any obligation to do so) pertaining to the privacy of consumer, employee, and transactional information. If there is a conflict between our standards and policies and Privacy Laws, you agree to: (a) comply with the requirements of Privacy Laws; (b) immediately give us written notice of such conflict; and (c) promptly and fully cooperate with us and our counsel in determining the most effective way, if any, to meet our standards and policies pertaining to privacy within the bounds of Privacy Laws. 14.3.3 You agree to not publish, disseminate, implement, revise, or rescind a data privacy policy without our prior written consent as to such policy.\n\nPage 32 of 80\n\n\n\n\n\n14.3.4 You agree to implement at all times appropriate physical and electronic security as is necessary to secure your Computer System, including complex passwords that you change periodically, and to comply any standards and policies that we may issue (without obligation to do so) in this regard. 14.4 Extranet. You agree to comply with our requirements (as set forth in the Manual or otherwise in writing) with respect to establishing and maintaining telecommunications connections between your Computer System and our Extranet and/or such other computer systems as we may reasonably require. The term \"Extranet\" means a private network based upon Internet protocols that will allow users inside and outside of our headquarters to access certain parts of our computer network via the Internet. We may establish an Extranet (but are not required to do so or to maintain an Extranet). If we establish an Extranet, then you agree to comply with our requirements (as set forth in the Manual or otherwise in writing) with respect to connecting to the Extranet, and utilizing the Extranet in connection with the operation of your Franchised Business. The Extranet may include, without limitation, the Manual, training and other assistance materials, and management reporting solutions (both upstream and downstream, as we may direct). You agree to purchase and maintain such computer software and hardware (including telecommunications capacity) as may be required to connect to and utilize the Extranet. You agree to execute and deliver to us such documents as we may deem reasonably necessary to permit you to access the Extranet. 14.5 No Separate Online Sites. Unless we have otherwise approved in writing, you agree to neither establish nor permit any other party to establish an Online Site relating in any manner whatsoever to the Franchised Business or referring to the Proprietary Marks. We will have the right, but not the obligation, to provide one or more references or webpage(s), as we may periodically designate, within our Online Site. The term \"Online Site\" means one or more related documents, designs, pages, or other communications that can be accessed through electronic means, including the Internet, World Wide Web, webpages, microsites, social media and networking sites (e.g., Facebook, Twitter, LinkedIn, You Tube, Google Plus, Snapchat, Pinterest, Instagram, etc.), blogs, vlogs, applications to be used on mobile devices (e.g., iOS or Android apps), and other applications, etc. (whether they are now in existence or developed at some point in the future). However, if we give you our prior written consent to have some form of separate Online Site (which we are not obligated to approve), then each of the following provisions will apply: 14.5.1 You agree that you will not establish or use any Online Site without our prior written approval. 14.5.2 Any Online site owned or maintained by or for your benefit will be deemed \"marketing\" under this Agreement, and will be subject to (among other things) our approval under Section 13.9 above. 14.5.3 Before establishing any Online Site, you agree to submit to us, for our prior written approval, a sample of the proposed Online Site domain name, format, visible content (including, without limitation, proposed screen shots, links, and other content), and non-visible content (including, without limitation, meta tags, cookies, and other electronic tags) in the form and manner we may reasonably require. 14.5.4 You may not use or modify such Online Site without our prior written approval as to such proposed use or modification. 14.5.5 In addition to any other applicable requirements, you agree to comply with the standards and specifications for Online Sites that we may periodically prescribe in\n\nPage 33 of 80\n\n\n\n\n\nthe Manual or otherwise in writing (including requirements pertaining to designating us as the sole administrator or co-administrator of the Online Site). 14.5.6 If we require, you agree to establish such hyperlinks to our Online Site and others as we may request in writing. 14.5.7 If we require you to do so, you agree to make weekly or other periodic updates to our Online Site to reflect information regarding specials and other promotions at your Franchised Business. 14.5.8 We may require you to make us the sole administrator (or co-administrator) of any social networking pages that you maintain or that are maintained on your behalf, and we will have the right (but not the obligation) to exercise all of the rights and privileges that an administrator may exercise. 14.6 Electronic Identifiers; E-Mail. 14.6.1 You agree not to use the Proprietary Marks or any abbreviation or other name associated with us and/or the System as part of any e-mail address, domain name, social network or social media name or address, and/or any other identification of you and/or your business in any electronic medium. 14.6.2 You agree not to transmit or cause any other party to transmit advertisements or solicitations by e- mail, text message, and/or other electronic method without obtaining our prior written consent as to: (a) the content of such electronic advertisements or solicitations; and (b) your plan for transmitting such advertisements. In addition to any other provision of this Agreement, you will be solely responsible for compliance with any laws pertaining to sending electronic communication including, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (known as the \"CAN-SPAM Act of 2003\") and the Federal Telephone Consumer Protection Act. (As used in this Agreement, the term \"electronic communication\" includes all methods for sending communication electronically, whether or not currently invented or used, including without limitation e-mails, text messages, internet-based communication, and faxes.) 14.7 Outsourcing. You agree not to hire third party or outside vendors to perform any services or obligations in connection with the Computer System, Required Software, and/or any other of your obligations, without our prior written approval. Our consideration of any proposed outsourcing vendors may be conditioned upon, among other things, such third party or outside vendor's entry into a confidentiality and indemnification agreement with us and you in a form that we may reasonably provide and the third party or outside vendor's agreement to pay for all initial and ongoing costs related to interfaces with our computer systems. The provisions of this section are in addition to and not instead of any other provision of this Agreement. You agree not to install (and/or remove) any software or firmware from the Computer System without our prior written consent. 14.8 Telephone Service. You agree to use the telephone service for the Franchised Business that we may require, which may be one or more centralized vendors that we designate for that purpose. You agree that we may designate, and own, the telephone numbers for your Franchised Business. 14.9 Changes. You acknowledge and agree that changes to technology are dynamic and not predictable within the term of this Agreement. In order to provide for inevitable but\n\nPage 34 of 80\n\n\n\n\n\nunpredictable changes to technological needs and opportunities, you agree that we will have the right to establish, in writing, reasonable new standards for the implementation of technology in the System; and you agree to abide by those reasonable new standards we establish as this Section 14 were periodically revised by us for that purpose. 14.10 Electronic Communication - Including E-Mail, Fax, and Texts. You acknowledge and agree that exchanging information with us by electronic communication methods is an important way to enable quick, effective, and efficient communication, and that we are entitled to rely upon your use of electronic communications as part of the economic bargain underlying this Agreement. To facilitate the use of electronic communication to exchange information, you authorize the transmission of those electronic communications by us and our employees, vendors, and affiliates (on matters pertaining to the business contemplated under this Agreement) (together, \"Official Senders\") to you during the term of this Agreement. 14.10.1 In order to implement the terms of this Section 14.10, you agree that: (a) Official Senders are authorized to send electronic communications to those of your employees as you may occasionally designate for the purpose of communicating with us and others; (b) you will cause your officers, directors, members, principals, managers, and employees (as a condition of their employment or position with you) to give their consent (in an electronic communication or in a pen-and-paper writing, as we may reasonably require) to Official Senders' transmission of electronic communication to those persons, and that such persons may not opt-out, or otherwise ask to no longer receive electronic communication, from Official Senders during the time that such person works for or is affiliated with you; and (c) you will not opt-out, or otherwise ask to no longer receive electronic communications, from Official Senders during the term of this Agreement. 14.10.2 The consent given in this Section 14.10 will not apply to the provision of notices by either party under this Agreement using e-mail unless the parties otherwise agree in a pen-and-paper writing signed by both parties. 14.10.3 We may permit or require you to use a specific e-mail address (or address using another communications method) (for example, one that will contain a Top Level Domain Name that we designate, such as \"john.jones@goosehead.com\") (the \"Permitted E-mail Address\") in connection with the operation of the Franchised Business, under the standards that we set for use of that Permitted E-mail Address. You will be required to sign the form E-Mail authorization letter that we may specify for this purpose. If we assign you a Permitted E-mail Address, then you agree that you (and your employees) will use only that e-mail account for all business associated with your Franchised Business. 15 INSURANCE 15.1 Required Insurance Coverage. Before starting any activities or operations under this Agreement, you agree to procure and maintain in full force and effect during the term of this Agreement (and for such period thereafter as is necessary to provide the coverages required under this Agreement for events having occurred during the Term of this Agreement), at your expense, at least the following insurance policy or policies in connection with the Franchised Business or other facilities on premises, or by reason of the construction, operation, or occupancy of the Franchised Business or other facilities on premises. Such policy or policies must be written by an insurance company or companies we have approved, having at all times a rating of at least \"A-\" in the most recent Key Rating Guide published by the A.M. Best Company (or another rating that we reasonably designate if A.M. Best Company no longer\n\nPage 35 of 80\n\n\n\n\n\npublishes the Key Rating Guide) and licensed and admitted to do business in the state in which the Franchised Business is located, and must include, at a minimum (except that we may reasonably specify additional coverages and higher policy limits for all franchisees periodically in the Manual or otherwise in writing to reflect inflation, identification of new risks, changes in the law or standards of liability, higher damage awards and other relevant changes in circumstances), the following: 15.1.1 Commercial general liability insurance, including us, and any entity in which we have an interest and any entity affiliated with us and each of our members, managers, shareholders, directors, officers, partners, employees, servants and agents as additional insureds protecting against any and all claims for personal, bodily and/or property injury occurring in or about the Franchised Business and protecting against assumed or contractual liability under this Agreement with respect to the Franchised Business and your operations, with such policy to be placed with minimum limits of One Million Dollars ($1,000,000) combined single limit per occurrence and One Million Dollars ($1,000,000) general aggregate per location; provided, however, that at our election, such minimum limits may be periodically increased. 15.1.2 Professional indemnity insurance providing coverage for loss or damage arising out of an act or omission of the franchisee or its employees, minimum of $1,000,000 of coverage for every $5,000,000 of annual written premium by you with a floor of $1,000,000 of coverage and a maximum deductible of $25,000 allowed. 15.1.3 Business automobile liability insurance, including owned, non-owned and hired car coverage providing third party liability insurance, covering all licensed vehicles owned or operated by or on behalf of you, with limits of liability not less than One Million Dollars ($1,000,000) combined single limit for both bodily injury and property damage. 15.1.4 Statutory workers' compensation insurance and employer's liability insurance for a minimum limit equal to at least the greater of One Hundred Thousand Dollars ($100,000) or the amounts required as underlying by your umbrella carrier, as well as such other disability benefits type insurance as may be required by statute or rule of the state in which the Franchised Business is located. 15.1.5 Data theft and cybersecurity coverage. 15.1.6 Commercial umbrella liability insurance with limits which bring the total of all primary underlying coverages (commercial general liability, comprehensive automobile liability, and employers liability) to not less than Two Million Dollars ($2,000,000) total limit of liability. Such umbrella liability must provide at a minimum those coverages and endorsements required in the underlying policies. 15.1.7 Property insurance providing coverage for direct physical loss or damage to real and personal property for all risk perils, including the perils of flood and earthquake. Appropriate coverage must also be provided for business interruption/extra expense exposures, written on an actual loss sustained basis. The policy or policies must value property (real and personal) on a new replacement cost basis without deduction for depreciation and the amount of insurance must not be less than 90% of the full replacement value of the Franchised Business, its furniture, fixtures, equipment, and stock (real and personal property). Any deductibles contained in such policy will be subject to our review and approval.\n\nPage 36 of 80\n\n\n\n\n\n15.1.8 If your Approved Location is located in a flood zone other than B, C or X, as determined by the Federal Emergency Management Agency, you must also obtain flood insurance coverage in the amount of the lesser of 90% of the replacement cost or the maximum coverage available from the National Flood Insurance Program. 15.1.9 Any other insurance coverage that is required by federal, state, or municipal law. 15.2 Endorsements. All policies listed in Section 15.1 above (unless otherwise noted below) must contain such endorsements as will, periodically, be provided in the Manual. All policies must waive subrogation as between us (and our insurance carriers) and you (and your insurance carriers). 15.3 Notices to us. In the event of cancellation, material change, or non-renewal of any policy, sixty (60) days' advance written notice must be provided to us in the manner provided in Section 24 below. 15.4 Construction Coverages. In connection with all significant construction, reconstruction, or remodeling of the Franchised Business during the term of this Agreement, you agree to require the general contractor, its subcontractors, and any other contractor, to effect and maintain at general contractor's and all other contractor's own expense, such insurance policies and bonds with such endorsements as are set forth in the Manual, all written by insurance or bonding companies that we have approved, having a rating as set forth in Section 15.1 above. 15.5 Other Insurance Does Not Impact your Obligation. Your obligation to obtain and maintain the foregoing policy or policies in the amounts specified will not be limited in any way by reason of any insurance that we may maintain, nor will your performance of that obligation relieve you of liability under the indemnity provisions set forth in Section 21.4 below. Additionally, the requirements of this Section 15 will not be reduced, diminished, eroded, or otherwise affected by insurance that you carry (and/or claims made under that insurance) for other businesses, including other Goosehead Businesses that you (and/or your affiliates) operate under the System. 15.6 Additional Named Insured. All public liability and property damage policies except workers' compensation must list us as an additional named insured, and must also contain a provision that we, although named as an insured, will nevertheless be entitled to recover under said policies on any loss occasioned to us or our servants, agents, or employees by reason of the negligence of you or your servants, agents, or employees. 15.7 Certificates of Insurance. At least thirty (30) days before the time you are first required to carry any insurance under this Agreement, and from then on, at least thirty (30) days before the expiration of any such policy, you agree to deliver to us certificates of insurance evidencing the proper coverage with limits not less than those required under this Agreement. All certificates must expressly provide that we will receive at least thirty (30) days' prior written notice if there is a material alteration to, cancellation, or non-renewal of the coverages evidenced by such certificates. Additional certificates evidencing the insurance required by Section 15.1 above must name us, and each of our affiliates, directors, agents, and employees, as additional insured parties, and must expressly provide that any interest of same therein will not be affected by any breach by you of any policy provisions for which such certificates evidence coverage. 15.8 Proof of Coverage. In addition to your obligations under Section 15.7 above, on the first anniversary of the Effective Date, and on each subsequent anniversary of the Effective Date,\n\nPage 37 of 80\n\n\n\n\n\nyou agree to provide us with proof of insurance evidencing the proper coverage with limits not less than those required under this Agreement, in such form as we may reasonably require. 15.9 Coverages are Minimums. You acknowledge and agree that the specifications and coverage requirements in this Section 15 are minimums, and that we recommend that you review these with your own insurance advisors to determine whether additional coverage is warranted in the operation of your Franchised Business. 15.10 Changes. We will have the right, periodically, to make such changes in minimum policy limits and endorsements as we may determine are necessary or appropriate; provided, however, all changes will apply to all of our franchisees who are similarly situated. 16 TRANSFER OF INTEREST 16.1 By Us. We will have the right to transfer or assign this Agreement and all or any part of our rights or obligations under this Agreement to any person or legal entity, and any assignee of us, which assignee will become solely responsible for all of our obligations under this Agreement from the date of assignment. 16.2 Your Principals. If you are an entity, then each party that directly or indirectly holds any interest whatsoever in you (each, a \"Principal\"), and the interest that each Principal directly or indirectly holds in you, is identified in Exhibit C to this Agreement. You represent and warrant to us, and agree, that your owners are accurately set forth on Exhibit C to this Agreement, and you also agree not to permit the identity of those owners, or their respective interests in you, to change without complying with this Agreement. 16.3 Principals. We will have a continuing right to designate any person or entity that owns a direct or indirect interest in you as a Principal, and Exhibit C will be so amended automatically upon written notice to you. 16.4 By You. You understand and acknowledge that the rights and duties set forth in this Agreement are personal to you, and that we have granted this franchise in reliance on your (or your Principals') business skill, financial capacity, and personal character. Accordingly: 16.4.1 You agree not to make a transfer (and not to permit any other party to make a transfer) without our prior written consent. 16.4.1.1 As used in this Agreement, the term \"transfer\" is agreed to mean any sale, assignment, conveyance, pledge, encumbrance, merger, creation of a security interest in, and/or giving away of any direct or indirect interest in: (a) this Agreement; (b) you; (c) any or all of your rights and/or obligations under this Agreement; and/or (d) all or substantially all of the assets of the Franchised Business. 16.4.1.2 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. 16.4.2 If you are an entity (other than a partnership or a limited liability partnership), then you agree that: (a) without our prior written approval, you will not issue any voting\n\nPage 38 of 80\n\n\n\n\n\nsecurities or interests, or securities or interests convertible into voting securities; and (b) t he recipient of any such security or other interest will become a Principal under this Agreement, if we designate them as such. 16.4.3 If you are a partnership or limited liability partnership, then the partners of that partnership will not, without our prior written consent, admit additional general partners, remove a general partner, or otherwise materially alter the powers of any general partner. Each general partner in such a partnership will automatically be deemed to be a Principal. 16.4.4 Principals must not, without our prior written consent, transfer, pledge, and/or otherwise encumber their interest in you. 16.5 Transfer Conditions. We will not unreasonably withhold any consent required by Section 16.4 above; provided, that if you propose to transfer your obligations under this Agreement or any material asset, or if any party proposes to transfer any direct or indirect interest in you, then we will have the right to require that you satisfy any or all of the following conditions before we grant our approval to the proposed transfer: 16.5.1 The transferor must have executed a general release, in a form satisfactory to us, of any and all claims against us and our affiliates, successors, and assigns, and their respective officers, directors, members, managers, shareholders, partners, agents, representatives, servants, and employees in their corporate and individual capacities including, without limitation, claims arising under this Agreement, any other agreement between you and us, and/or our respective affiliates, and federal, state, and local laws and rules. 16.5.2 The transferee of a Principal will be designated as a Principal and each transferee who is designated a Principal must enter into a written agreement, in a form satisfactory to us, agreeing to be bound as a Principal under the terms of this Agreement as long as such person or entity owns any interest in you; and, if your obligations were guaranteed by the transferor, the Principal must guarantee the performance of all such obligations in writing in a form satisfactory to us. 16.5.3 The proposed new Principals (after the transfer) must meet our educational, managerial, and business standards; each must possess a good moral character, business reputation, and credit rating; have the aptitude and ability to operate the Franchised Business, as may be evidenced by prior related business experience or otherwise; and have adequate financial resources and capital to operate the Franchised Business. 16.5.4 We will have the right to require that the transferee execute, for a term ending on the expiration date of this Agreement, the form of franchise agreement that we are then offering to new System franchisees, and such other ancillary agreements that we may require for the business franchised under this Agreement, and those agreements will supersede this Agreement and its ancillary documents in all respects, and the terms of which may differ from the terms of this Agreement including, without limitation, a higher royalty and marketing fee. 16.5.5 If we request, then you must conduct Remodeling to conform to the then-current standards and specifications of new Goosehead Businesses then-being established in the System, and you agree to complete the upgrading and other requirements specified above in Section 8.8.2 within the time period that we specify.\n\nPage 39 of 80\n\n\n\n\n\n16.5.6 You agree to pay in full all of your monetary obligations to us and our affiliates, and to all vendors (whether arising under this Agreement or otherwise), and you must not be otherwise in default of any of your obligations under this Agreement (including your reporting obligations). 16.5.7 The transferor must remain liable for all of the obligations to us in connection with the Franchised Business that arose before the effective date of the transfer, and any covenants that survive the termination or expiration of this Agreement, and must execute any and all instruments that we reasonably request to evidence such liability. 16.5.8 A Principal of the transferee whom we designate to be a new Operating Principal, and those of the transferee's Managers and Producers as we may require, must successfully complete (to our satisfaction) all training programs that we require upon such terms and conditions as we may reasonably require (and while we will not charge a fee for attendance at such training programs, the transferee will be responsible for the salary and all expenses of the person(s) that attend training). 16.5.9 You agree to pay us a transfer fee to compensate us for our legal, accounting, training, and other expenses incurred in connection with the transfer. The transfer fee will be in an amount equal to fifteen percent (15%) of your Initial Franchise Fee if you complete a transfer (as defined in this Section) to another franchisee currently operating within the System with a manager that has successfully completed all of our training programs then in effect. If you complete a transfer (as defined in this Section) to an individual or entity not currently operating within the System, then the transfer fee shall be one hundred percent (100%) of your Initial Franchise Fee. If any party has engaged a broker with respect to the transfer, you must also pay (or ensure the buyer's payment of) any applicable commission to the broker in connection with the transfer. You are not required to pay to us a transfer fee (although you must reimburse us for the legal and accounting costs and expenses we incur) for the following transfers: (a) for the convenience of ownership, (b) to members of transferor's immediate family, or (c) to an individual employed by you in connection with the Franchised Business for at least twenty four (24) consecutive months before the transfer. The waiver of a transfer fee for certain transfers does not waive any other requirements of this Section 16, including, without limitation, the requirement that all transferees obtain our approval and meet our standards as described in Section 16.5.3 above. 16.5.10 The transferor must acknowledge and agree that the transferor will remain bound by the covenants contained in Sections 19.3 - 19.5 below. 16.5.11 If the transfer involves the sale of all or any part of your book of insurance business (including Commissions payable in connection with that business), then upon completion of the transfer this Agreement shall terminate and the transferee must enter into a new form of franchise agreement that we are then offering to new System franchisees, for a term ending on the expiration date of this Agreement, and such other ancillary agreements that we may require for the business franchised under this Agreement. 16.6 Death or Incapacity. Upon the death or mental incapacity of any person with an interest in this Agreement, in Franchisee, in the Franchised Business, or in all or substantially all of the assets of the Franchised Business:\n\nPage 40 of 80\n\n\n\n\n\n16.6.1 The executor, administrator, or personal representative of such person will transfer such interest to a third party approved by us within six (6) months after such death or mental incapacity. Such transfers, including, without limitation, transfers by devise or inheritance, will be subject to the same conditions as any inter vivos transfer. In the case of transfer by devise or inheritance, if the heirs or beneficiaries of any such person are unable to meet the conditions in this Section 16, the executor, administrator, or personal representative of the decedent will transfer the decedent's interest to another party approved by us within a reasonable time, which disposition will be subject to all the terms and conditions for transfers contained in this Agreement. If the interest is not disposed of within a reasonable time, we may terminate this Agreement, pursuant to Section 17.2 below. Any transfer subject to this section which is made in accordance with a succession plan approved in advance by us will be deemed approved for the purposes of this Section 16.6.1. We will not unreasonably withhold any approvals required by this Section 16.6; 16.6.2 We will have the right to take such steps as are necessary to manage the Franchised Business for your account until such time as a transfer can be completed pursuant to Section 16.6.1. You further grant to us the right to receive a reasonable fee for such services and reimbursement for our expenses in connection with such services. 16.6.3 Our Right to Purchase Business Upon Death or Incapacity. 16.6.3.1 After your death or mental incapacity (or your principal's death or mental incapacity if franchisee is an entity), if the transfer of interest described in Section 16.6.1 has not occurred within six (6) months after such death or mental incapacity, we will have the option, but not the obligation, to purchase your interest in the Franchised Business. Such interest may include all rights of yours under this Agreement and all rights of yours in the lists of customers, prospects and policyholders and all business records and information regarding those customers, prospects and policyholders, including the name and address of the applicant or policyholder and the date of expiration and policy limits of any insurance policy or renewal, rights to solicit the customers, prospects and policyholders for the sale of insurance products and renewal of policyholders' current policies, rights to new, renewal or other commissions and compensation from the insurance carriers or their agents, book of business, furniture, fixtures, equipment and the rights under the lease for the Approved Location. We may elect not to include the furniture, fixtures, equipment and the rights under the lease for the Approved Location in that purchase. If we intend to exercise this option, we will notify you (or your appropriate legal representative) within thirty (30) days of the date we learn of such death or mental incapacity. 16.6.3.2 For assets other than furniture, fixtures or equipment and the rights under the lease for the Approved Location, the purchase price will be an amount equal to one and one-half times the Commissions, net of Royalty Fees, received by the Franchised Business during the twelve (12) month period immediately preceding the closing of the purchase of the assets by us, but if we re-sell the assets purchased under this Section within six (6) months of our purchase, the purchase price will be calculated to be ninety percent (90%) of the price for which we re-sell the business (if more than the original purchase price). The purchase price will be reduced by any current and long-term liabilities of the Franchised Business assumed by us and any amounts due to us from you at the time of sale. The purchase price for\n\nPage 41 of 80\n\n\n\n\n\nfurniture, fixtures, equipment and the rights under the lease for the Approved Location (if we elect to purchase these assets) will be the fair market value as you and we agree. If we and you (or your appropriate legal representative) cannot agree on the fair market value of such furniture, fixtures, equipment or the rights under the lease for the Approved Location, each party will select an independent appraiser who will each provide a written appraisal of such furniture, fixtures, equipment or rights under the lease for the Approved Location and we may elect to exercise the option granted hereunder by paying to you the average of the two appraisals. We will pay the purchase price to you in twelve (12) equal, monthly installments following the purchase, provided that you are in full compliance with the covenants contained in this Agreement. If, at any time during the twelve (12) months following our purchase of your assets, as described above, you breach any covenant contained in this Agreement (or any other agreement between you and us), our obligation to pay the monthly installments will immediately cease. 16.6.3.3 We may elect to exercise our option to purchase your interest in the Franchised Business by sending written notice of the election to you (or your appropriate legal representative). The election may exclude the purchase of the furniture, fixtures, equipment and rights under the lease for the Approved Location. The closing of the sale will occur within thirty (30) days after we exercise our option to purchase the Franchised Business or such later date as may be necessary to comply with applicable bulk sales or similar laws. At closing, we and you agree to sign and deliver all documents necessary to vest title in the assets purchased by us free and clear of all liens and encumbrances, except any assumed by us and/or to effectuate assignment of the lease for the Approved Location. You (or your appropriate legal representative) must cooperate fully and use your best efforts to acquire the landlord's approval of the assignment of the lease for the Approved Location to us, if necessary. If the lease for the Approved Location cannot be assigned to us, you will agree to sublease the Approved Location to us on all the same terms and conditions as are contained in your lease and will cooperate fully and use your best efforts to acquire the landlord's approval of the sublease, if necessary. We reserve the right to assign our option to purchase the Franchised Business or designate a substitute purchaser of the Franchised Business. 16.7 Consent to Transfer. Our consent to a transfer that is the subject of this Section 16 will not constitute a waiver of any claims that we may have against the transferring party, nor will it be deemed a waiver of our right to demand exact compliance with any of the terms of this Agreement by the transferor or transferee. 16.8 No Transfers to a Non-Franchisee Party to Operate a Similar Business. 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. 16.9 Bankruptcy Issues. If you or any person holding any interest (direct or indirect) in you become a debtor in a proceeding under the U.S. Bankruptcy Code or any similar law in the U.S. or elsewhere, it is the parties' understanding and agreement that any transfer of you, your obligations, and/or rights under this Agreement, any material assets of yours, and/or\n\nPage 42 of 80\n\n\n\n\n\nany indirect or direct interest in you will be subject to all of the terms of this Section 16, including without limitation the terms of Sections 16.4, 16.5, and 16.6 above. 16.10 Securities Offers. All materials for an offering of stock, ownership, and/or partnership interests in you or any of your affiliates that are required by federal or state law must be submitted to us for review as described below before such materials are filed with any government agency. Any materials to be used in any exempt offering must be submitted to us for such review before their use. 16.10.1 You agree that: (a) no offering by you or any of your affiliates may imply (by use of the Proprietary Marks or otherwise) that we are participating in an underwriting, issuance, or offering of your securities or your affiliates; (b) our review of any offering will be limited solely to the relationship between you and us (and, if applicable, any of your affiliates and us); and (c) we will have the right, but not obligation, to require that the offering materials contain a written statement that we require concerning the limitations stated above. 16.10.2 You (and the offeror if you are not the offering party), your Principals, and all other participants in the offering must fully indemnify us and all of the Franchisor Parties (as defined in Section 21.5.2 below) in connection with the offering. 16.10.3 For each proposed offering, you agree to pay us a non-refundable fee of Ten Thousand Dollars ($10,000) or such greater amount as is necessary to reimburse us for our reasonable costs and expenses (including legal and accounting fees) for reviewing the proposed offering. 16.10.4 You agree to give us written notice at least thirty (30) days before the date that any offering or other transaction described in this Section 16.11 commences. Any such offering will be subject to all of the other provisions of this Section 16, including without limitation the terms set forth in Sections 16.4, 16.5, 16.6; and further, without limiting the foregoing, it is agreed that any such offering will be subject to our approval as to the structure and voting control of the offeror (and you, if you are not the offeror) after the financing is completed. 16.10.5 You also agree that after your initial offering, described above, for the remainder of the term of the Agreement, you will submit to us for our review and prior written approval all additional securities documents (including periodic reports, such as quarterly, annual, and special reports) that you prepare and file (or use) in connection with any such offering. You agree to reimburse us for our reasonable costs and expenses (including legal and accounting fees) that we incur in connection with our review of those materials. 17 DEFAULT AND TERMINATION 17.1 Automatic. If any one or more of the following events take place, then you will be deemed to be in default under this Agreement, and all rights granted in this Agreement will automatically terminate without notice to you: (a) if you become insolvent (meaning, you are unable to pay your debts as they fall due in the usual course of business) or make a general assignment for the benefit of creditors; (b) if a bill in equity or other proceeding for the appointment of a receiver for you or another custodian for your business or assets is filed and consented to by you; (c) if a receiver or other custodian (permanent or temporary) of your assets or property, or any part thereof, is appointed by any court of competent jurisdiction; (d) if proceedings for a composition with creditors under any state or federal law is instituted by or against you;\n\nPage 43 of 80\n\n\n\n\n\n(e) if a final judgment remains unsatisfied or of record for thirty (30) days or longer (unless unappealed or a supersedeas bond is filed); (f) if you are dissolved; or if execution is levied against your business or property; (g) if suit to foreclose any lien or mortgage against the Franchised Business premises or equipment is instituted against you and not dismissed within thirty (30) days; and/or (h) if the real or personal property of your Franchised Business will be sold after levy thereupon by any sheriff, marshal, or constable. 17.2 With Notice. If any one or more of the following events occur, then you will be in default under this Agreement, and we will have the right to terminate this Agreement and all rights granted under this Agreement, without affording you any opportunity to cure the default, effective immediately upon the delivery of our written notice to you (in the manner provided in Section 24 below): 17.2.1 If you do not obtain an Approved Location for the Franchised Business within the time limits specified under the Site Selection Addendum, or if you do not construct and open the Franchised Business within the time limits specified in Sections 5.1 and 8.2 above, and within the requirements specified in Sections 5 and 8.2 above; 17.2.2 If you at any time cease to operate or otherwise abandon the Franchised Business for ten (10) consecutive business days (during which you are otherwise required to be open, and without our prior written consent to do so), or lose the right to possession of the premises, or otherwise forfeit the right to do or transact business in the jurisdiction where the Franchised Business is located (however, if through no fault of yours, the premises are damaged or destroyed by an event such that you cannot complete repairs or reconstruction within ninety (90) days thereafter, then you will have thirty (30) days after such event in which to apply for our approval to relocate and/or reconstruct the premises, which approval we will not unreasonably withhold); 17.2.3 If you or any of your Principals or Managers are convicted of a felony, a crime involving moral turpitude, or any other crime or offense that we believe is reasonably likely to have an adverse effect on the System, the Proprietary Marks, the goodwill associated therewith, or our interest therein; 17.2.4 If a threat or danger to public health or safety results from the construction, maintenance, or operation of the Franchised Business; 17.2.5 If you or any of your Principals purport to transfer any rights or obligations under this Agreement or any interest to any third party in a manner that is contrary to the terms of Section 16 above; 17.2.6 If you fail to comply with the requirements of Section 19 below; 17.2.7 If, contrary to the terms of Sections 10 or 11 above, you disclose or divulge the contents of the Manual or other confidential information that we provide to you; 17.2.8 If an approved transfer of an interest in you is not completed within a reasonable time, as required by Sections 16.7 above; 17.2.9 If you knowingly maintain false books or records, or submit any false reports (including information provided as part of your application for this franchise) to us;\n\nPage 44 of 80\n\n\n\n\n\n17.2.10 If you commit three (3) or more defaults under this Agreement in any fifty-two (52) week period, whether or not each such default has been cured after notice; 17.2.11 If, after receipt of notice from us, you continue to sell any products or services from the Franchised Business that are not Approved Products or Services; 17.2.12 If you engage in any conduct or practice that is fraudulent, unfair, unethical, or a deceptive practice, or if you allow any of your Producers to operate dishonestly or carelessly; 17.2.13 If you misuse or misappropriate login information for access to insurance carrier websites or databases 17.2.14 If an insurance carrier terminates your ongoing business relationship, for cause; 17.2.15 If you or your Manager fails to successfully complete any required training programs to our reasonable satisfaction; 17.2.16 If your Franchised Business uses or sells any Prohibited Products or Services; and/or 17.2.17 If you make any unauthorized or improper use of the Proprietary Marks, or if you or any of your Principals use the Proprietary Marks in a manner that we do not permit (whether under this Agreement and/or otherwise) or that is inconsistent with our direction, or if you or any of your Principals directly or indirectly contest the validity of our ownership of the Proprietary Marks, our right to use and to license others to use the Proprietary Marks, or seek to (or actually do) register any of our Proprietary Marks with any agency (public or private) for any purpose without our prior written consent to do so. 17.3 With Notice and Opportunity to Cure. 17.3.1 Except as otherwise provided above in Sections 17.1 and 17.2 above, if you are in default of your obligations under this Agreement or the Manual, then we may terminate this Agreement by giving you written notice of termination (in the manner provided under Section 24 below) stating the nature of the default at least thirty (30) days before the effective date of termination (or ten (10) days before the effective date of termination for (i) any failure to pay the Initial Franchise Fee or an installment thereof, or (ii) any failure to timely enter information into the agency management system as required by the Manual). You may, however, avoid termination by: (a) immediately initiating a remedy to cure such default; (b) curing the default to our satisfaction; and (c) promptly providing proof of the cure to us, all within the thirty (30) day period (or ten (10) day period, as applicable). If you do not cure any such default within the specified time (or such longer period as applicable law may require), then this Agreement will terminate without further notice to you effective immediately upon the expiration of the thirty (30) day period (or ten (10) day period, or such longer period as applicable law may require). 17.3.2 If you are in default under the terms of any other franchise agreement or other contract between you (and/or your affiliates) and us (and/or our affiliates), that will also constitute a default under Section 17.3.1 above.\n\nPage 45 of 80\n\n\n\n\n\n17.4 Bankruptcy. If, for any reason, this Agreement is not terminated pursuant to this Section 17, and the Agreement is assumed, or assignment of the same to any person or entity who has made a bona fide offer to accept an assignment of the Agreement is contemplated, pursuant to the U.S. Bankruptcy Code, then notice of such proposed assignment or assumption, setting forth: (a) the name and address of the proposed assignee; and (b) all of the terms and conditions of the proposed assignment and assumption; must be given to us within twenty (20) days after receipt of such proposed assignee's offer to accept assignment of the Agreement; and, in any event, within ten (10) days before the date application is made to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption. 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. 17.5 Our Rights Instead of Termination. If we are entitled to terminate this Agreement in accordance with Sections 17.2 or 17.3 above, we will also have the right to take any lesser action instead of terminating this Agreement. 17.6 Reservation of Rights under Section 17.5. If any rights, options, or arrangements are terminated or modified in accordance with Section 17.5 above, such action will be without prejudice to our right to terminate this Agreement in accordance with Sections 17.2 or 17.3 above, and/or to terminate any other rights, options or arrangements under this Agreement at any time thereafter for the same default or as a result of any additional defaults of the terms of this Agreement. 17.7 Damages. You agree that you will pay us all damages, costs, and expenses (including reasonable attorneys' fees, court costs, discovery costs, and all other related expenses), that we incur as a result of any default by you under this Agreement and any other agreement between the parties (and their respective affiliates) (in addition to other remedies that we may have). 18 OBLIGATIONS UPON TERMINATION OR EXPIRATION\n\nUpon termination or expiration of this Agreement, all rights granted under this Agreement to you will forthwith terminate, and all of the following will take effect: 18.1 Cease Operation. You agree to: (a) immediately and permanently stop operating the Franchised Business; and (b) never directly or indirectly represent to the public that you are a present or former franchisee of ours. 18.2 Stop Using Marks and Intellectual Property. You agree to immediately and permanently cease to use, in any manner whatsoever, all aspects of the System, including any confidential methods, procedures and techniques associated with the System, the mark \"Goosehead Insurance\" and any and all other Proprietary Marks, distinctive forms, slogans, signs, symbols, and devices associated with the System, and any and all other intellectual property associated with the System. Without limiting the foregoing, you agree to stop making any further use of any and all signs, marketing materials, displays, stationery, forms, and any other articles that display the Proprietary Marks. 18.3 Cancel Assumed Names. You agree to take such action as may be necessary to cancel any assumed name or equivalent registration which contains the mark \"Goosehead Insurance\"\n\nPage 46 of 80\n\n\n\n\n\nand any and all other Proprietary Marks, and/or any other service mark or trademark of ours, and you will give us evidence that we deem satisfactory to provide that you have complied with this obligation within five (5) days after termination or expiration of this Agreement. 18.4 Premises. We will have the right (but not the obligation) to require you to assign to us any interest that you (and/or your affiliates) may have in the lease or sublease for the ground upon which the Franchised Business is operated and/or for the building in which the Franchised Business is operated. 18.4.1 If we do not elect or if we are unable to exercise any option we may have to acquire the lease or sublease for the premises of the Franchised Business, or otherwise acquire the right to occupy the premises, you will make such modifications or alterations to the premises operated under this Agreement (including, without limitation, the changing of the telephone number) immediately upon termination or expiration of this Agreement as may be necessary to distinguish the appearance of said premises from that of other Goosehead Businesses, and must make such specific additional changes thereto as we may reasonably request for that purpose. In addition, you will cease use of all telephone numbers and any domain names, websites, e-mail addresses, and any other print and online identifiers, whether or not authorized by us, that you have while operating the Franchised Business, and must promptly execute such documents or take such steps necessary to remove reference to the Franchised Business from all trade or business directories, including online directories, or at our request transfer same to us. 18.4.2 If you fail or refuse to comply with all of the requirements of this Section 18.4, then we (or our designee) will have the right to enter upon the premises of the Franchised Business, without being guilty of trespass or any other tort, for the purpose of making or causing to be made such changes as may be required, at your cost, which expense you agree to pay upon demand. 18.5 Our Option to Buy Your Assets. Within thirty (30) days after expiration or non-renewal under this Agreement and/or default under your lease/sublease for the premises, we shall buy from you (and/or your affiliates) all assets of the Franchised Business. This includes all rights of yours in prospects and policyholders and all business records and information regarding those customers, prospects and policyholders, including the name and address of the applicant or policyholder and the date of expiration and policy limits of any insurance policy or renewal, rights to solicit the customers, prospects and policyholders for the sale of insurance products and renewal of policyholders' current policies, rights to new, renewal or other commissions and compensation from the insurance carriers or their agents, book of business, furniture, fixtures, and equipment. We may elect not to include the furniture, fixtures, equipment and the rights under the lease for the Approved Location in that purchase. We are not obligated to purchase the assets of the Franchised Business under any other circumstances, but we may offer to do so in our sole discretion. 18.5.1 For assets other than furniture, fixtures or equipment and the rights under the lease for the Approved Location, the purchase price will be an amount equal to one and one-half (1 1\u22152) times the Commissions, net of Royalty Fees, received by the Franchised Business during the twelve-month period immediately preceding the closing of the purchase of the assets by us. The purchase price will be reduced by any current and long-term liabilities of the Franchised Business assumed by us and any amounts due to us from you at the time of sale. The purchase price for furniture, fixtures, equipment and the rights under the lease for the Approved Location (if we elect to purchase these assets) will be the fair market value as you and we agree. If\n\nPage 47 of 80\n\n\n\n\n\nwe and you cannot agree on the fair market value of such furniture, fixtures, equipment or the rights under the lease for the Approved Location, each party will select an independent appraiser who will each provide a written appraisal of such furniture, fixtures, equipment or rights under the lease for the Approved Location and we may elect to exercise the option granted hereunder by paying to you the average of the two appraisals. The total purchase price will be for the assets of the Franchised Business that we elect to purchase, which may not include the furniture, fixtures, equipment and rights under the lease for the Approved Location. We will pay the purchase price to you in twenty four (24) equal, monthly installments following the purchase, provided that you are in full compliance with the covenants contained in this Agreement. If, at any time during the twenty four (24) months following our purchase of your assets, as described above, you breach any covenant contained in this Agreement (or any other agreement between you and us), our obligation to pay the monthly installments will immediately cease. We have the right to offset amounts that you owe to us against any payment that we may be required to make pursuant to this Section 18.5. 18.5.2 The closing of the sale will occur within thirty (30) days after we exercise our option to purchase the Franchised Business or such later date as may be necessary to comply with applicable bulk sales or similar laws. At closing, we and you agree to sign and deliver all documents necessary to vest title in the assets purchased by us free and clear of all liens and encumbrances, except any assumed by us. We reserve the right to assign our repurchase rights described above or designate a substitute purchaser of the Franchised Business. 18.6 No Use of the Marks in Other Businesses. You agree, if you continue to operate or subsequently begin to operate any other business, that you will not use any reproduction, counterfeit copy, and/or colorable imitation of the Proprietary Marks, either in connection with such other business or the promotion thereof, which is likely to cause confusion, mistake, or deception, or which is likely to dilute our rights in and to the Proprietary Marks. You further agree not to use, in any manner whatsoever, any designation of origin, description, trademark, service mark, or representation that suggests or implies a past or present association or connection with us, the System, the equipment, and/or the Proprietary Marks. 18.7 Pay All Sums Due. You agree to promptly pay all sums owing to us and our affiliates (regardless whether those obligations arise under this Agreement or otherwise). In the event of termination for any of your defaults, those sums will include all damages, costs, and expenses (including without limitation reasonable attorneys' fees, court costs, discovery costs, and all other related expenses), that we incur as a result of the default. 18.8 Pay Damages. You agree to pay us all damages, costs, and expenses (including without limitation reasonable attorneys' fees, court costs, discovery costs, and all other related expenses) that we incur as a result of your default under this Agreement and/or subsequent to the termination or expiration of this Agreement in obtaining injunctive or other relief for the enforcement of any provisions of this Section 18, which will be in addition to amounts due to us under Section 18.11 below. 18.9 Return Confidential Information. You agree to immediately return to us the Manual, the Program Materials, and all other manuals, records, and instructions containing confidential information (including, without limitation, any copies thereof, even if such copies were made in violation of this Agreement), all of which are acknowledged to be our property.\n\nPage 48 of 80\n\n\n\n\n\n18.10 Right to Enter and Continue Operations. In order to preserve the goodwill of the System following termination, we (or our designee) will have the right to enter the Franchised Business (without liability to you, your Principals, or otherwise) for the purpose continuing the Franchised Business's operation and maintaining the goodwill of the business. 18.11 Lost Future Royalties. If we terminate this Agreement based on your default, or if you abandon or otherwise cease to operate the Franchised Business, in addition to all other amounts due to us under this Agreement, you agree to pay to us, as liquidated damages, an amount calculated as follows: (a) the average of your monthly Royalty Fees that are due under this Agreement for the twelve (12) months immediately before your abandonment or our delivery of the notice of default (or, if you have been operating for less than 12 months, the average of your monthly Royalty Fees for the number of months you have operated the Franchised Business); (b) multiplied by the lesser of 36 or the number of months remaining in the then-current term of this Agreement under Section 2. 18.12 Our Rights. You agree not to do anything that would potentially interfere with or impede the exercise of our rights under this Section 18. 18.13 Offsets. We have the right to offset amounts that you owe to us against any payment that we may be required to make under this Agreement. 19 COVENANTS 19.1 Full Time Efforts. You agree that during the term of this Agreement, except as we have otherwise approved in writing, you (or the Operating Principal or Manager) will devote full time, energy, and best efforts to the management and operation of the Franchised Business. 19.2 Understandings. 19.2.1 You acknowledge and agree that: (a) pursuant to this Agreement, you will have access to valuable trade secrets, specialized training and Confidential Information from us and our affiliates regarding the development, operation, management, purchasing, sales and marketing methods and techniques of the System; (b) the System and the opportunities, associations and experience we have established and that you will have access to under this Agreement are of substantial and material value; (c) in developing the System, we and our affiliates have made and continue to make substantial investments of time, technical and commercial research, and money; (d) we would be unable to adequately protect the System and its trade secrets and Confidential Information against unauthorized use or disclosure and would be unable to adequately encourage a free exchange of ideas and information among franchisees in our system if franchisees were permitted to hold interests in Competitive Businesses (as defined below); and (e) restrictions on your right to hold interests in, or perform services for, Competitive Businesses will not unreasonably or unnecessarily hinder your activities. 19.2.2 As used in this Section 19, the term \"Competitive Business\" is agreed to mean any property and/or casualty insurance distribution business. 19.3 Covenant Not to Compete or Engage in Injurious Conduct. Accordingly, you covenant and agree that, during the term of this Agreement and for a continuous period of two (2) years after the expiration or termination of this Agreement, and/or a transfer as contemplated in Section 16 above, you will not directly, indirectly, for yourself, or through, on behalf of, or in conjunction with any party, in any manner whatsoever, do any of the following:\n\nPage 49 of 80\n\n\n\n\n\n19.3.1 Divert or attempt to divert any actual or potential business or customer of any Goosehead Business to any competitor or otherwise take any action injurious or prejudicial to the goodwill associated with the Marks and the System. 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. In addition to any other rights and remedies available to us under this Agreement, in the event of a violation of this Section, we will have the right to require you to pay to us (or such other Goosehead Business developer or franchisee, as the case may be) an amount equal to three times the annual salary of the person(s) involved in such violation, plus an amount equal to our costs and attorney's fees incurred in connection with such violation. 19.3.3 Own, maintain, develop, operate, engage in, franchise or license, make loans to, lease real or personal property to, be associated with, accept any compensation or remuneration from, and/or have any whatsoever interest in, or render services or give advice to, any Competitive Business. 19.4 Where Restrictions Apply. During the term of this Agreement, there is no geographical limitation on the restrictions set forth in Section 19.3 above. During the two-year period following the expiration, the non- renewal, or earlier termination of this Agreement, or a transfer as contemplated under Section 16 above, these restrictions will apply only within the city and county in which the Approved Location is situated. These restrictions will not apply to businesses that you operate that we (or our affiliates) have franchised to you pursuant to a valid franchise agreement. 19.5 Post-Term. You further covenant and agree that, for a continuous period of two (2) years after (1) the expiration of this Agreement, (2) the non-renewal of this Agreement, (3) the termination of this Agreement, and/or (4) a transfer as contemplated in Section 16 above: 19.5.1 you will not directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person, firm, partnership, corporation, or other entity, sell, assign, lease, and/or transfer the Approved Location to any person, firm, partnership, corporation, or other entity that you know, or have reason to know, intends to operate a Competitive Business at the Approved Location; and 19.5.2 you will not solicit, divert, or attempt to solicit or divert any actual or potential business or customer of the Franchised Business to any Competitive Business. 19.5.3 You agree that, by the terms of any conveyance, selling, assigning, leasing or transferring your interest in the Approved Location, you shall include these restrictive covenants as necessary to ensure that a Competitive Business that would violate this Section is not operated at the Approved Location for this two-year period, and you will take all steps necessary to ensure that these restrictive covenants become a matter of public record. 19.6 Periods of Non-Compliance. Any period of non-compliance with the requirements of this Section 19, whether such non-compliance takes place after termination, expiration, non-renewal, and/or a transfer, will not be credited toward satisfying the two-year obligation specified above. 19.7 Publicly-Held Entities. Section 19.3.3 above will not apply to your ownership of less than five percent (5%) beneficial interest in the outstanding equity securities of any publicly-held\n\nPage 50 of 80\n\n\n\n\n\ncorporation. As used in this Agreement, the term \"publicly-held corporation\" will be deemed to refer to a corporation which has securities that have been registered under the Securities Exchange Act of 1934. 19.8 Personal Covenants. You agree to require and obtain execution of covenants similar to those set forth in Sections 9.3, 11, 16, 18 above, and this Section 19 (as modified to apply to an individual), from your Managers, Producers and other managerial and/or executive staff, as well as your Principals. The covenants required by this section must be in the form provided in Exhibit F to this Agreement. If you do not obtain execution of the covenants required by this section and deliver to us those signed covenants, that failure will constitute a default under Section 17.2.6 above. 19.9 Construction. The parties agree that each of the foregoing covenants will be construed as independent of any other covenant or provision of this Agreement. We have the right to reduce in writing the scope of any part of this Section 19 and, if we do so, you agree to comply with the obligations as we have reduced them. 19.10 Claims Not a Defense. You agree that the existence of any claims you may have against us, whether or not arising from this Agreement, will not constitute a defense to our enforcement of the covenants in this Section 19. You agree to pay all costs and expenses (including without limitation reasonable attorneys' fees, court costs, discovery costs, and all other related expenses) that we incur in connection with the enforcement of this Section 19. 19.11 Covenant as to Anti-Terrorism Laws. You and the owners of your business (\"Owners\") agree to comply with and/or to assist us to the fullest extent possible in our efforts to comply with Anti-Terrorism Laws (as defined below). In connection with such compliance, you and the Owners certify, represent, and warrant that none of their respective property or interests are \"blocked\" under any of the Anti-Terrorism Laws and that neither you nor any of the Owners are in violation of any of the Anti-Terrorism Laws. You also agree not to knowingly hire or do business with (or continue to employ or do business with) any party who is blocked under any of the Anti-Terrorism Laws. The term \"Anti-Terrorism Laws\" means Executive Order 13224 issued by the President of the United States, as supplemented, the USA PATRIOT Act, and all other laws and regulations addressing or in any way relating to terrorist acts and/or acts of war. 19.12 Defaults. You acknowledge and agree that your violation of the terms of this Section 19 would result in irreparable injury to us for which no adequate remedy at law may be available, and you accordingly consent to the issuance of an injunction prohibiting any conduct in violation of the terms of this Section 19. 20 TAXES, PERMITS, AND INDEBTEDNESS 20.1 Payment of Taxes. You agree to promptly pay when due all taxes levied or assessed, including, without limitation, unemployment and sales taxes, and all accounts and other indebtedness of every kind that you incur in the conduct of the business franchised under this Agreement. You agree to pay us an amount equal to any sales tax, gross receipts tax, or similar tax imposed on us with respect to any payments that you make to us as required under this Agreement, unless the tax is credited against income tax that we otherwise pay to a state or federal authority. 20.2 Payment of Trade Creditors. You agree to promptly pay when due all trade creditors and vendors (including any that are affiliated with us) that supply goods or services to you and/or the Franchised Business.\n\nPage 51 of 80\n\n\n\n\n\n20.3 Your Right to Contest Liabilities. If there is a bona fide dispute as to your liability for taxes assessed or other indebtedness, you may contest the validity or the amount of the tax or indebtedness in accordance with procedures of the taxing authority or applicable law; however, in no event will you permit a tax sale or seizure by levy of execution or similar writ or warrant, or attachment by a creditor, to occur against the premises of the Franchised Business, or any improvements thereon. 20.4 Compliance with Law. You agree to comply with all federal, state, and local laws, rules, and regulations, and to timely obtain any and all permits, certificates, or licenses necessary for the full and proper conduct of the business franchised under this Agreement, including, without limitation, licenses to do business, health certificates, fictitious name registrations, sales tax permits, and fire clearances. To the extent that the requirements of any such laws are in conflict with the terms of this Agreement, the Manual, or our other instructions, you agree to: (a) comply with said laws; (b) immediately provide us with written notice describing the nature of the conflict; and (c) cooperate with us and our counsel in developing a way to comply with the terms of this Agreement, as well as applicable law, to the extent that it is possible to do so. 20.5 Notice of Violations and Actions. You agree to notify us in writing within five (5) days after: (a) you receive notice of any health or safety violation, the commencement of any action, suit, or proceeding, and of the issuance of any order, writ, injunction, award, or decree of any court, agency, or other governmental instrumentality, (b) the occurrence of any accident or injury which may adversely affect the operation of the Franchised Business or your financial condition, or give rise to liability or a claim against either party to this Agreement, or (c) the discovery of any facts that may give rise to a professional liability claim against either party to this Agreement. 21 INDEPENDENT CONTRACTOR AND INDEMNIFICATION 21.1 Independent Contractor Relationship. The parties acknowledge and agree that: 21.1.1 this Agreement does not create a fiduciary relationship between them; 21.1.2 you are the only party that will be in day-to-day control of your franchised business, even though we will share the brand and Proprietary Marks as specified in this Agreement, and neither this Agreement nor any of the systems, guidance, computer programs, processes, or requirements under which you operate alter that basic fact; 21.1.3 nothing in this Agreement and nothing in our course of conduct is intended to make either party an agent, legal representative, subsidiary, joint venturer, partner, employee, or servant of the other for any purpose whatsoever; and 21.1.4 neither this Agreement nor our course of conduct is intended, nor may anything in this Agreement (nor our course of conduct) be construed, to state or imply that we are the employer of your employees and/or independent contractors, nor vice versa 21.2 Notice of Status. At all times during the term of this Agreement and any extensions hereof, you will hold yourself out to the public as an independent contractor operating the business pursuant to a franchise from us. You agree to take such action as may be necessary to do so, including, without limitation, exhibiting a notice of that fact in a conspicuous place at the Approved Location, the content of which we reserve the right to specify.\n\nPage 52 of 80\n\n\n\n\n\n21.3 No Contracts in our Name. It is understood and agreed that, except as may be necessary for you to provide Products or Services to customers using the Proprietary Marks, nothing in this Agreement authorizes you to make any contract, agreement, warranty, or representation on our behalf, or to incur any debt or other obligation in our name; and that we will in no event assume liability for, or be deemed liable under this Agreement as a result of, any such action; nor will we be liable by reason of any act or omission in your conduct of the Franchised Business or for any claim or judgment arising therefrom against either party to this Agreement. 21.4 Indemnification. You agree to indemnify and hold harmless each of the Franchisor Parties against any and all Damages arising directly or indirectly from any Asserted Claim as well as from your breach of this Agreement. Your indemnity obligations will survive the expiration or termination of this Agreement, and will not be affected by the presence of any applicable insurance policies and coverages that we may maintain. 21.5 Definitions. As used in Section 21.4 above, the parties agree that the following terms will have the following meanings: 21.5.1 \"Asserted Claim\" means any allegation, claim or complaint that is the result of, or in connection with, your exercise of your rights and/or carrying out of your obligations under this Agreement (including any claim associated with your operation of the Franchised Business or otherwise), or any default by you under this Agreement, notwithstanding any claim that any Franchisor Party was or may have been negligent. 21.5.2 \"Franchisor Parties\" means us, our shareholders, parents, subsidiaries, and affiliates, and their respective officers, directors, employees, and agents. 21.5.3 \"Damages\" means all claims, demands, causes of action, suits, damages, liabilities, fines, penalties, assessments, judgments, losses, and expenses (including without limitation expenses, costs and lawyers' fees incurred for any indemnified party's primary defense or for enforcement of its indemnification rights). 22 FORCE MAJEURE 22.1 Impact. Neither party will be responsible to the other for non-performance or delay in performance occasioned by causes beyond its control, including without limiting the generality of the foregoing: (a) acts of nature; (b) acts of war, terrorism, or insurrection; (c) strikes, lockouts, labor actions, boycotts, floods, fires, hurricanes, tornadoes, and/or other casualties; and/or (d) our inability (and that of our affiliates and/or suppliers) to manufacture, purchase, and/or cause delivery of any services or products used in the operation of the Franchised Business. 22.2 Transmittal of Funds. The inability of either party to obtain and/or remit funds will be considered within control of such party for the purpose of Section 22.1 above. If any such delay occurs, any applicable time period will be automatically extended for a period equal to the time lost; provided, however, that the party affected makes reasonable efforts to correct the reason for such delay and gives to the other party prompt notice of any such delay; and further provided, however, that you will remain obligated to promptly pay all fees owing and due to us under this Agreement, without any such delay or extension.\n\nPage 53 of 80\n\n\n\n\n\n23 APPROVALS AND WAIVERS 23.1 Request for Approval. Whenever this Agreement requires our prior approval or consent, you agree to make a timely written request to us therefor, and such approval or consent must be obtained in writing. 23.2 No Warranties or Guarantees. You acknowledge and agree that we make no warranties or guarantees upon which you may rely, and that we assume no liability or obligation to you, by providing any waiver, approval, consent, or suggestion to you in connection with this Agreement, or by reason of any neglect, delay, or denial of any request therefor. 23.3 No Waivers. No delay, waiver, omission, or forbearance on our part to exercise any right, option, duty, or power arising out of any breach or default by you or any other franchisee under any of the terms, provisions, covenants, or conditions of this Agreement, and no custom or practice by the parties at variance with the terms of this Agreement, will constitute our waiver of our right to enforce any such right, option, duty, or power as against you, or as to subsequent breach or default by you. If we accept late payments from you or any payments due, that will not be deemed to be our waiver of any earlier or later breach by you of any terms, provisions, covenants, or conditions of this Agreement. No course of dealings or course of conduct will be effective to amend the terms of this Agreement. 24 NOTICES\n\nAny and all notices required or permitted under this Agreement must be in writing and must be personally delivered, sent by certified U.S. mail, or by other means which affords the sender evidence of delivery, of rejected delivery, or attempted delivery to the respective parties at the addresses shown on the signature page of this Agreement, unless and until a different address has been designated by written notice to the other party. Any notice by a means that gives the sender evidence of delivery, rejected delivery, or delivery that is not possible because the recipient moved and left no forwarding address will be deemed to have been given at the date and time of receipt, rejected, and/or attempted delivery. The Manual, any changes that we make to the Manual, and/or any other written instructions that we provide relating to operational matters, are not considered to be \"notices\" for the purpose of the delivery requirements in this Section 24. 25 ENTIRE AGREEMENT AND AMENDMENT 25.1 Entire Agreement. This Agreement and the exhibits referred to in this Agreement constitute the entire, full, and complete Agreement between the parties to this Agreement concerning the subject matter hereof, and supersede all prior agreements. The parties confirm that: (a) they were not induced by any representations other than the words of this Agreement (and the FDD) before deciding whether to sign this Agreement; and (b) they relied only on the words printed in this Agreement in deciding whether to enter into this Agreement. However, nothing in this Section is intended as, nor will it be interpreted to be, a disclaimer by us of any representation made in our Franchise Disclosure Document (\"FDD\"), including the exhibits and any amendments to the FDD. 25.2 Amendment. Except for those changes that we are permitted to make unilaterally under this Agreement, no amendment, change, or variance from this Agreement will be binding on either party unless mutually agreed to by the parties and executed by their authorized officers or agents in writing.\n\nPage 54 of 80\n\n\n\n\n\n26 SEVERABILITY AND CONSTRUCTION 26.1 Introductory Paragraphs. The parties agree that the introductory paragraphs of this Agreement, under the heading \"Introduction,\" are accurate, and the parties agree to incorporate those paragraphs into the text of this Agreement as if they were printed here. 26.2 Severability. Except as expressly provided to the contrary herein, each portion, section, part, term, and/or provision of this Agreement will be considered severable; and if, for any reason, any section, part, term, and/or provision herein is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation by a court or agency having valid jurisdiction, such will not impair the operation of, or have any other effect upon, such other portions, sections, parts, terms, and/or provisions of this Agreement as may remain otherwise intelligible; and the latter will continue to be given full force and effect and bind the parties hereto; and said invalid portions, sections, parts, terms, and/or provisions will be deemed not to be a part of this Agreement. 26.3 No Third Party Rights. Except as expressly provided to the contrary herein, nothing in this Agreement is intended, nor will be deemed, to confer upon any person or legal entity other than you, we, and such of our respective successors and assigns as may be contemplated (and, as to you, permitted) by Section 16.4 above, any rights or remedies under or by reason of this Agreement. 26.4 Captions Don't Amend Terms. All captions in this Agreement are intended solely for the convenience of the parties, and no caption will be deemed to affect the meaning or construction of any provision hereof. 26.5 Including. The parties agree that when used in this Agreement, the terms \"includes\" and \"including\" means \"including but not limited to\". 26.6 Survival. All provisions of this Agreement which, by their terms or intent, are designed to survive the expiration or termination of this Agreement, will so survive the expiration and/or termination of this Agreement. 26.7 How We Exercise Our Rights. Although we may exercise any of our rights, carry out any of our obligations, or otherwise discharge any of our duties under this Agreement directly, through the use of employees, independent contractors, professional advisors (for example, a CPA), or otherwise, we will still remain responsible for the proper performance of our obligations to you under this Agreement. 26.8 Expenses. Each party will bear all of the costs of exercising its rights and carrying out its responsibilities under this Agreement, except as otherwise provided. 26.9 Counterparts. This Agreement may be signed in counterparts, and signature pages may be exchanged by fax, each such counterpart, when taken together with all other identical copies of this Agreement also signed in counterpart, will be considered as one complete Agreement. 27 APPLICABLE LAW AND DISPUTE RESOLUTION 27.1 Choice of Law. This Agreement takes effect when we accept and sign this document. This Agreement will be interpreted and construed exclusively under the laws of the State of Texas, which laws will prevail in the event of any conflict of law (without regard to, and without giving effect to, the application of Texas choice-of-law rules); provided, however, that if the covenants in Section 19 of this Agreement would not be enforced as written under\n\nPage 55 of 80\n\n\n\n\n\nTexas law, then the parties agree that those covenants will instead be interpreted and construed under the laws of the state in which the Franchised Business is located. Nothing in this Section 27.1 is intended by the parties to invoke the application of any franchise, business opportunity, antitrust, implied covenant, unfair competition, fiduciary, and/or other doctrine of law of the State of Texas (or any other state) that would not otherwise apply without this Section 27.1. 27.2 Choice of Venue. Subject to Section 27.3 below, the parties agree that any action that you bring against us, in any court, whether federal or state, must be brought only within the state and judicial district in which we maintain our principal place of business. Any action that we bring against you in any court, whether federal or state, may be brought within the state and judicial district in which we maintain our principal place of business. 27.2.1 The parties agree that this Section 27.2 will not be construed as preventing either party from removing an action from state to federal court; provided, however, that venue will be as set forth above. 27.2.2 The parties hereby waive all questions of personal jurisdiction or venue for the purpose of carrying out this provision. 27.2.3 Any such action will be conducted on an individual basis, and not as part of a consolidated, common, or class action. 27.3 Mediation. Before any party may bring an action in court against the other, the parties agree that they must first meet to mediate the dispute (except as otherwise provided in Section 27.5 below). Any such mediation will be non-binding and will be conducted in accordance with the then-current rules for mediation of commercial disputes of JAMS, Inc. (formerly, \"Judicial Arbitration and Mediation Services, Inc.\") at its location nearest to our then-current principal place of business. 27.4 Parties Rights Are Cumulative. No right or remedy conferred upon or reserved to us or you by this Agreement is intended to be, nor will be deemed, exclusive of any other right or remedy herein or by law or equity provided or permitted, but each will be cumulative of every other right or remedy. 27.5 Injunctions. Nothing contained in this Agreement will bar our right to obtain injunctive relief in a court of competent jurisdiction against threatened conduct that will cause us loss or damages, under the usual equity rules, including the applicable rules for obtaining restraining orders and preliminary injunctions. 27.6 WAIVER OF JURY TRIALS. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, BROUGHT BY EITHER OF THEM AGAINST THE OTHER, WHETHER OR NOT THERE ARE OTHER PARTIES IN SUCH ACTION OR PROCEEDING. 27.7 MUST BRING CLAIMS WITHIN ONE YEAR. EACH PARTY TO THIS AGREEMENT AGREES THAT ANY AND ALL CLAIMS AND ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES' RELATIONSHIP, AND/OR YOUR OPERATION OF THE FRANCHISED BUSINESS, BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER, SHALL BE COMMENCED WITHIN ONE (1) YEAR FROM THE OCCURRENCE OF THE FACTS GIVING RISE TO SUCH CLAIM OR ACTION, OR, IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY ALL PARTIES, SUCH CLAIM OR ACTION SHALL BE IRREVOCABLY BARRED.\n\nPage 56 of 80\n\n\n\n\n\n27.8 WAIVER OF PUNITIVE DAMAGES. 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. 27.9 Payment of Legal Fees. You agree to pay us all damages, costs and expenses (including without limitation reasonable attorneys' fees, court costs, discovery costs, and all other related expenses) that we incur after the termination or expiration of the franchise granted under this Agreement in: (a) obtaining injunctive or other relief for the enforcement of any provisions of this Agreement (including without limitation Sections 9 and 17 above); and/or (b) successfully defending a claim from you that we misrepresented the terms of this Agreement, fraudulently induced you to sign this Agreement, that the provisions of this Agreement are not fair, were not properly entered into, and/or that the terms of this Agreement (as it may be amended by its terms) do not exclusively govern the parties' relationship. 28 ACKNOWLEDGMENTS 28.1 Your Investigation of the Franchised Business Possibilities. You acknowledge and agree that you have conducted an independent investigation of the business franchised under this Agreement, recognize that this business venture involves business risks, and that your success will be largely dependent upon your ability (or, if you are an entity, your owners as independent businesspersons). 28.2 No Warranties or Guarantees. We expressly disclaim the making of, and you acknowledge and agree that you have not received, any warranty or guarantee, express or implied, as to the potential volume, profits, or success of the business venture contemplated by this Agreement. 28.3 Receipt of FDD and Complete Agreement. You acknowledge and agree receipt of a copy of this Agreement, the exhibit(s), and agreements relating to this Agreement (if any), with all of the blank lines filled in, with ample time within which to review with applicable advisors. You also acknowledge that you received the FDD at least fourteen (14) days before the date on which this Agreement was signed. 28.4 You Have Read the Agreement. You acknowledge and agree that you have read and understood the FDD, this Agreement, and the exhibits to this Agreement. 28.5 Your Advisors. You acknowledge that we have recommended that you seek advice from advisors of your own choosing (including a lawyer and an accountant) about the potential benefits and risks of entering into this Agreement, and that you have had sufficient time and opportunity to consult with those advisors. 28.6 No Conflicting Obligations. Each party represents and warrants to the others that there are no other agreements, court orders, or any other legal obligations that would preclude or in any manner restrict such party from: (a) negotiating and entering into this Agreement; (b) exercising its rights under this Agreement; and/or (c) fulfilling its responsibilities under this Agreement. 28.7 Your Responsibility for the Choice of the Approved Location. You acknowledge and agree that you have sole and complete responsibility for the choice of the Approved Location; that we have not (and will not be deemed to have, even by our approval of the site that is the Approved Location) given any representation, promise, or guarantee of your success at the\n\nPage 57 of 80\n\n\n\n\n\nApproved Location; and that you will be solely responsible for your own success at the Approved Location. 28.8 Your Responsibility for Operation of the Franchised Business. Although we retain the right to establish and periodically modify System standards, which you have agreed to maintain in the operation of your Franchised Business, you retain the right and sole responsibility for the day-to-day management and operation of the Franchised Business and the implementation and maintenance of system standards at the Franchised Business. 28.9 Different Franchise Offerings to Others. You acknowledge and agree that we may modify the terms under which we will offer franchises to other parties in any manner and at any time, which offers and agreements have or may have terms, conditions, and obligations that may differ from the terms, conditions, and obligations in this Agreement. 28.10 Our Advice. You acknowledge and agree that our advice is just that; that our advice is not a guarantee of success; and that you are the party that must reach and implement your own decisions about how to operate your Franchised Business on a day-to-day basis under the System. 28.11 Your Independence. You acknowledge and agree that: 28.11.1 you are the only party that employs your employees (even though we may provide you with advice, guidance, and training); 28.11.2 we are not your employer nor are we the employer of any of your staff, and even if we express an opinion or provide advice, we will play no role in your decisions regarding their employment (including matters such as recruitment, hiring, compensation, scheduling, employee relations, labor matters, review, discipline, and/or dismissal); 28.11.3 the guidance that we provide, and requirements under which you will operate, are intended to promote and protect the value of the brand and the Proprietary Marks; 28.11.4 when forming and in operating your business, you had to adopt standards to operate that business, and that instead of developing and implementing your own standards (or those of another party), you chose to adopt and implement our standards for your business (including our System and the requirements under this Agreement); and 28.11.5 you have made (and will remain responsible at all times for) all of the organizational and basic decisions about establishing and forming your entity, operating your business (including adopting our standards as your standards), and hiring employees and employment matters (including matters such as recruitment, hiring, compensation, scheduling, employee relations, labor matters, review, discipline, and/or dismissal), engaging professional advisors, and all other facets of your operation. 28.12 Success Depends on You. You acknowledge and agree that the success of the business venture contemplated under this Agreement is speculative and depends, to a large extent, upon your ability as an independent businessperson, your active participation in the daily affairs of the business, market conditions, area competition, availability of product, quality of services provided as well as other factors. We do not make any representation or warranty express or implied as to the potential success of the business venture contemplated hereby.\n\nPage 58 of 80\n\n\n\n\n\n28.13 Two or More Signatories. If two or more persons are signing this Agreement as the \"Franchisee\" (each, a \"Signatory\"), the parties agree that: 28.13.1 Each Signatory will have the power to individually bind \"Franchisee\" with respect to us and third parties; 28.13.2 We have the right to treat each Signatory as having the full authority to bind all other Signatories in any and all matters; 28.13.3 We have the right to treat each Signatory as if s/he represents and can act on behalf of all the other Signatory(ies) in all matters; 28.13.4 Even though there may be more than one Signatory, all of the Signatories' rights will be one and none of the Signatories will have the right to exercise any right independent of (and/or apart from) one another; 28.13.5 We have the right to communicate with or provide notice to any Signatory, and such communication or notice will be deemed as having been given to all Signatories; and 28.13.6 If there is a conflict among the Signatories (including us receiving conflicting information from or requests between the Signatories), we have the right to select from among any conflicting or inconsistent requests by, or information from, any of the Signatories, and our selection in such case will be final and dispositive with respect to any such conflict. 28.14 General Release. If this Agreement is not the first contract between you (and your affiliates) and us (and our affiliates), then you agree to the following:\n\nYou (on behalf of yourself and your parent, subsidiaries and affiliates and their respective past and present members, officers, directors, members, managers, shareholders, agents and employees, in their corporate and individual capacities) and all guarantors of your obligations under this Agreement (collectively, \"Releasors\") freely and without any influence forever release and covenant not to sue us, our parent, subsidiaries and affiliates and their respective past and present officers, directors, shareholders, agents and employees, in their corporate and individual capacities (collectively \"Releasees\"), with respect to any and all claims, demands, liabilities and causes of action of whatever kind or nature, whether known or unknown, vested or contingent, suspected or unsuspected (collectively, \"claims\"), which any Releasor now owns or holds or may at any time have owned or held, including, without limitation, claims arising under federal, state and local laws, rules and ordinances and claims arising out of, or relating to this Agreement and all other agreements between any Releasor and any Releasee, the sale of any franchise to any Releasor, the development and operation of the Goosehead Businesses and the development and operation of all other businesses operated by any Releasor that are franchised by any Releasee. You expressly agree that fair consideration has been given by us for this General Release and you fully understand that this is a negotiated, complete and final release of all claims. This General Release does not release any claims arising from representations made in our Franchise Disclosure Document and its exhibits or otherwise impair or affect any claims arising after the date of this Agreement.\n\n*****\n\nPage 59 of 80\n\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have duly signed and delivered this Agreement in duplicate on the day and year first above written. Goosehead Insurance Agency, LLC Franchisor Franchisee Entity\n\nBy: By:\n\nName: Name:\n\nTitle: Title:\n\nEffective Date:\n\nAddress for Notices: Address for Notices:\n\n1500 Solana Blvd., Suite 4500 Westlake, Texas 76262 Fax: Fax: Attn: Attn:\n\nPage 60 of 80\n\n\n\n\n\nGOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT EXHIBIT B GUARANTEE, INDEMNIFICATION, AND ACKNOWLEDGMENT\n\nIn order to induce Goosehead Insurance Agency, LLC (\"Franchisor\") to sign the Goosehead Insurance Franchise Agreement between Franchisor and (\"Franchisee\"), dated , 201 (the \"Agreement\"), each of the undersigned parties, jointly and severally, hereby unconditionally guarantee to Franchisor and its successors and assigns that all of Franchisee's obligations (monetary and otherwise) under the Agreement as well as any other contract between Franchisee and Franchisor (and/or Franchisor's affiliates) will be punctually paid and performed.\n\nEach individual signing this Personal Guarantee acknowledges and agrees, jointly and severally, that: \u2022 Upon Franchisor's demand, s/he will immediately make each payment required of Franchisee under the Agreement and/or any other contract with Franchisor and/or its affiliates. \u2022 S/he waives any right to require Franchisor to: (a) proceed against Franchisee for any payment required under the Agreement (and/or any other contract with Franchisor and/or its affiliates); (b) proceed against or exhaust any security from Franchisee; (c) pursue or exhaust any remedy, including any legal or equitable relief, against Franchisee; and/or (d) give notice of demand for payment by Franchisee. \u2022 Without affecting the obligations of the undersigned persons under this Guarantee, Franchisor may, without notice to the undersigned, extend, modify, or release any indebtedness or obligation of Franchisee, or settle, adjust, or compromise any claims against Franchisee. Each of the undersigned persons waive notice of amendment of the Agreement (and any other contract with Franchisor and Franchisor's affiliates) and notice of demand for payment by Franchisee, and agree to be bound by any and all such amendments and changes to the Agreement (and any other contract with Franchisor and Franchisor's affiliates). \u2022 S/he will defend, indemnify and hold Franchisor harmless against any and all losses, damages, liabilities, costs, and expenses (including without limitation reasonable attorneys' fees, court costs, discovery costs, and all other related expenses) resulting from, consisting of, or arising out of or in connection with any failure by Franchisee to perform any obligation of Franchisee under the Agreement (and any other contract with Franchisor and Franchisor's affiliates) and/or any amendment to the Agreement. \u2022 S/he will be personally bound by all of Franchisee's covenants, obligations, and promises in the Agreement. \u2022 S/he agrees to be individually bound by all of Franchisee's covenants, obligations, and promises in the Agreement, which include, but are not limited to, the covenants in the following Sections of the Agreement: Section 9.3 (generally regarding trademarks), Section 11 (generally regarding confidentiality), Section 16 (generally regarding Transfers), Section 18 (generally regarding obligations upon termination or expiration of this Agreement), and Section 19 (generally regarding covenants against competition) of the Agreement.\n\nPage 61 of 80\n\n\n\n\n\n\u25cf S/he understands that: (a) this Guarantee does not grant them any rights under the Agreement (including but not limited to the right to use any of Franchisor's marks such as the \"Goosehead Insurance\" marks) and/or the system licensed to Franchisee under the Agreement; (b) that they have read, in full, and understand, all of the provisions of the Agreement that are referred to above in this paragraph, and that they intend to fully comply with those provisions of the Agreement as if they were printed here; and (c) that they have had the opportunity to consult with a lawyer of their own choosing in deciding whether to sign this Guarantee.\n\nThis Guarantee will be interpreted and construed in accordance with Section 27 of the Agreement (including but not limited to the waiver of punitive damages, waiver of jury trial, agreement to bring claims within one year, and agreement not to engage in class or common actions). Among other things, that means that this Guarantee will be interpreted and construed exclusively under the laws of the State of Texas, and that in the event of any conflict of law, Texas law will prevail (without applying Texas conflict of law rules).\n\nIN WITNESS WHEREOF, each of the undersigned persons has signed this Guarantee as of the date of the Agreement. (in his/her personal capacity) (in his/her personal capacity) (in his/her personal capacity)\n\nPrinted Name: Printed Name: Printed Name:\n\nDate: Date: Date:\n\nHome Address: Home Address: Home Address:\n\nPage 62 of 80\n\n\n\n\n\nGOOSEHEAD INSURANCE AGENCY, LLC] FRANCHISE AGREEMENT EXHIBIT C LIST OF PRINCIPALS Name of Principal Home Address Interest %\n\nInitials Franchisee Franchisor\n\nPage 63 of 80\n\n\n\n\n\nGOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT EXHIBIT D\n\nAUTHORIZATION AGREEMENT FOR ACH PAYMENTS (DIRECT DEBITS FOR ROYALTY, MARKETING CONTRIBUTION, AND OTHER FEES) (Name of Person or Legal Entity)\n\n(ID Number)\n\nThe undersigned depositor (\"Depositor\" or \"Franchisee\") hereby authorizes Goosehead Insurance Agency, LLC (\"Franchisor\") to initiate debit entries and/or credit correction entries to the undersigned's checking and/or savings account(s) indicated below and the depository designated below (\"Depository\" or \"Bank\") to debit or credit such account(s) pursuant to our instructions. Depository Branch City State Zip Code Bank Transit/ABA Number Account Number 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. Printed Name of Depositor:\n\nSigned By:\n\nPrinted Name:\n\nTitle:\n\nDate:\n\nPage 64 of 80\n\n\n\n\n\nGOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT EXHIBIT E ADA CERTIFICATION\n\nGoosehead Insurance Agency, LLC (\"Franchisor\" or \"us\") and (\"Franchisee\" or \"you\") are parties to a franchise agreement dated , 201___ (the \"Franchise Agreement\") for the operation of a Franchised Business at (the \"Franchised Business\"). \u2022 In accordance with Section 5.6.2 of the Franchise Agreement, you certify to us that, to the best of your knowledge, the Franchised Business and its adjacent areas comply with all applicable federal, state, and local accessibility laws, statutes, codes, rules, regulations, and standards, including but not limited to the Americans with Disabilities Act. \u2022 You acknowledge that you are an independent contractor and the requirement of this certification by Franchisor does not constitute ownership, control, leasing, or operation of the Franchised Business. \u2022 You acknowledge that we have relied on the information contained in this certification. \u2022 You agree to indemnify us and our officers, directors, members, managers, shareholders, and employees in connection with any and all claims, losses, costs, expenses, liabilities, compliance costs, and damages incurred by the indemnified party(ies) as a result of any matters associated with your compliance with the Americans with Disabilities Act, as well as the costs (including without limitation reasonable attorneys' fees, court costs, discovery costs, and all other related expenses) related to the same. Acknowledged and Agreed: Franchisee: By: Printed Name: Title:\n\nPage 65 of 80\n\n\n\n\n\nGOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT EXHIBIT F-1\n\nSAMPLE FORM OF CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (to be signed by franchisee with its executive/management personnel)\n\nTHIS CONFIDENTIALITY AND NON-DISCLOSURE AND AGREEMENT (\"Agreement\") is made this day of , 201 , by and between (the \"Franchisee\"), and , who is a Principal, Manager, supervisor, member, partner, Producer, or employee with Franchisee (the \"Member\").\n\nBackground:\n\nA. Goosehead Insurance Agency, LLC (\"Franchisor\") owns a format and system (the \"System\") relating to the establishment and operation of \"Goosehead Insurance\" businesses providing insurance services, including home insurance, automobile insurance, life insurance, watercraft insurance, and business insurance, operating in structures that bear Franchisor's interior and exterior trade dress, and under its Proprietary Marks, as defined below (each, a \"Goosehead Business\").\n\nB. Franchisor identifies Goosehead Businesses by means of certain trade names, service marks, trademarks, logos, emblems, and indicia of origin (including for example the mark \"Goosehead Insurance\") and certain other trade names, service marks, and trademarks that Franchisor currently and may in the future designate in writing for use in connection with the System (the \"Proprietary Marks\").\n\nC. Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.\n\nD. The Member, by virtue of his or her position with Franchisee, will gain access to certain of Franchisor's Confidential Information, as defined herein, and must therefore be bound by the same confidentiality provisions that Franchisee is bound by.\n\nIN CONSIDERATION of these premises, the conditions stated herein, and for other good and valuable consideration, the sufficiency and receipt of which are acknowledged, the parties agree as follows:\n\n1. Confidential Information. Member agrees that Member will not, during the term of the Franchise Agreement or thereafter, communicate, divulge, or use for the benefit of any other person, persons, partnership, entity, association, or corporation any confidential information, knowledge, or know-how concerning the methods of operation of the business franchised thereunder which may be communicated to Member or of which Member may be apprised by virtue of your operation under the terms of the Franchise Agreement. Any and all information, knowledge, know-how, and techniques which Franchisor designates as confidential will be deemed confidential for purposes of this Agreement, except information which Franchisee can demonstrate came to its attention before disclosure thereof by Franchisor; or which, at or after the time of disclosure by Franchisor to Franchisee, had become or later becomes a part of the public domain, through publication or communication by others. Page 66 of 80\n\n\n\n\n\n2. Injunctive Relief. Member acknowledges that any failure to comply with the requirements of this Agreement will cause Franchisor irreparable injury, and Member agrees to pay all costs (including without limitation reasonable attorneys' fees, court costs, discovery costs, and all other related expenses) incurred by Franchisor in obtaining specific performance of, or an injunction against violation of, the requirements of this Agreement.\n\n3. Severability. All agreements and covenants contained herein are severable. If any of them, or any part or parts of them, will be held invalid by any court of competent jurisdiction for any reason, then the Member agrees that the court will have the authority to reform and modify that provision in order that the restriction will be the maximum necessary to protect Franchisor's and/or Member's legitimate business needs as permitted by applicable law and public policy. In so doing, the Member agrees that the court will impose the provision with retroactive effect as close as possible to the provision held to be invalid.\n\n4. Delay. No delay or failure by the Franchisor or Franchisee to exercise any right under this Agreement, and no partial or single exercise of that right, will constitute a waiver of that or any other right provided herein, and no waiver of any violation of any terms and provisions of this Agreement will be construed as a waiver of any succeeding violation of the same or any other provision of this Agreement.\n\n5. 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.\n\nIN WITNESS WHEREOF, the Franchisee and the Member attest that each has read and understands the terms of this Agreement, and voluntarily signed this Agreement on the date first written above. FRANCHISEE MEMBER\n\nBy: By:\n\nName: Name:\n\nTitle: Title:\n\nPage 67 of 80\n\n\n\n\n\nGOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT EXHIBIT F-2 SAMPLE FORM OF IN-TERM NON-COMPETITION AGREEMENT (to be signed by franchisee with its executive/management personnel)\n\nTHIS IN-TERM NON-COMPETITION AGREEMENT (\"Agreement\") is made this day of , 201 , by and between (the \"Franchisee\"), and , who is a Principal, Manager, supervisor, member, partner, Producer or employee with Franchisee (the \"Member\").\n\nBackground:\n\nA. Goosehead Insurance Agency, LLC (\"Franchisor\") owns a format and system (the \"System\") relating to the establishment and operation of \"Goosehead Insurance\" businesses providing insurance services, including home insurance, automobile insurance, life insurance, watercraft insurance, and business insurance, operating in structures that bear Franchisor's interior and exterior trade dress, and under its Proprietary Marks, as defined below (each, a \"Goosehead Business\").\n\nB. Franchisor identifies Goosehead Businesses by means of certain trade names, service marks, trademarks, logos, emblems, and indicia of origin (including for example the mark \"Goosehead Insurance\") and certain other trade names, service marks, and trademarks that Franchisor currently and may in the future designate in writing for use in connection with the System (the \"Proprietary Marks\").\n\nC. Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.\n\nD. The Member, by virtue of his or her position with Franchisee, will gain access to certain of Franchisor's Confidential Information, as defined herein, and must therefore be bound by the same non-competition provisions that Franchisee is bound by.\n\nIN CONSIDERATION of these premises, the conditions stated herein, and for other good and valuable consideration, the sufficiency and receipt of which are acknowledged, the parties agree as follows:\n\n1. Covenants Not to Compete.\n\n(a) Member specifically acknowledges that, pursuant to the Franchise Agreement, and by virtue of his/her position with Franchisee, Member will receive valuable specialized training and confidential information, including, without limitation, information regarding the operational, sales, promotional, and marketing methods and techniques of Franchisor and the System.\n\n(b) Member covenants and agrees that during the term of the Franchise Agreement, 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:\n\nPage 68 of 80\n\n\n\n\n\n(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.\n\n(ii) Employ or seek to employ any person who is at that time employed by Franchisor, Franchisee, any other franchisee, master franchisee, developer, or development agent, or otherwise directly or indirectly induce such person to leave his or her employment; or\n\n(iii) Either directly or indirectly for him/herself or on behalf of, or in conjunction with any person, persons, partnership, corporation, or entity, own, maintain, operate, engage in, be employed by or accept any compensation or remuneration from, or have any interest in any Competitive Business.\n\n(c) As used in this Agreement, the term \"Competitive Business\" is agreed to mean any property and/or casualty insurance distribution business.\n\n2. Injunctive Relief. Member acknowledges that any failure to comply with the requirements of this Agreement will cause Franchisor irreparable injury, and Member agrees to pay all costs (including without limitation reasonable attorneys' fees, court costs, discovery costs, and all other related expenses) incurred by Franchisor in obtaining specific performance of, or an injunction against violation of, the requirements of this Agreement.\n\n3. Severability. All agreements and covenants contained herein are severable. If any of them, or any part or parts of them, will be held invalid by any court of competent jurisdiction for any reason, then the Member agrees that the court will have the authority to reform and modify that provision in order that the restriction will be the maximum necessary to protect Franchisor's and/or Member's legitimate business needs as permitted by applicable law and public policy. In so doing, the Member agrees that the court will impose the provision with retroactive effect as close as possible to the provision held to be invalid.\n\n4. Delay. No delay or failure by the Franchisor or Franchisee to exercise any right under this Agreement, and no partial or single exercise of that right, will constitute a waiver of that or any other right provided herein, and no waiver of any violation of any terms and provisions of this Agreement will be construed as a waiver of any succeeding violation of the same or any other provision of this Agreement.\n\n5. 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.\n\nPage 69 of 80\n\n\n\n\n\nIN WITNESS WHEREOF, the Franchisee and the Member attest that each has read and understands the terms of this Agreement, and voluntarily signed this Agreement on the date first written above. FRANCHISEE By: Name: Title:\n\nMEMBER By: Name: Title:\n\nPage 70 of 80\n\n\n\n\n\nGOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT EXHIBIT F-3 SAMPLE FORM OF POST-TERM NON-COMPETITION AGREEMENT (to be signed by franchisee with its executive/management personnel)\n\nTHIS POST-TERM NON-COMPETITION AGREEMENT ( \"Agreement\") is made this day of , 201 ,  by and between (the \"Franchisee\"), and , who is a Principal, Manager, supervisor, member, partner, Producer or employee with Franchisee (the \"Member\").\n\nBackground:\n\nA. Goosehead Insurance Agency, LLC (\"Franchisor\") owns a format and system (the \"System\") relating to the establishment and operation of \"Goosehead Insurance\" businesses providing insurance services, including home insurance, automobile insurance, life insurance, watercraft insurance, and business insurance, operating in structures that bear Franchisor's interior and exterior trade dress, and under its Proprietary Marks, as defined below (each, a \"Goosehead Business\").\n\nB. Franchisor identifies Goosehead Businesses by means of certain trade names, service marks, trademarks, logos, emblems, and indicia of origin (including for example the mark \"Goosehead Insurance\") and certain other trade names, service marks, and trademarks that Franchisor currently and may in the future designate in writing for use in connection with the System (the \"Proprietary Marks\").\n\nC. Franchisor and Franchisee have executed a Franchise Agreement (\"Franchise Agreement\") granting Franchisee the right to operate a Goosehead Business (the \"Franchised Business\") and to offer and sell products, services, and other ancillary products approved by Franchisor and use the Proprietary Marks in connection therewith under the terms and conditions of the Franchise Agreement.\n\nD. The Member, by virtue of his or her position with Franchisee, will gain access to certain of Franchisor's Confidential Information, as defined herein, and must therefore be bound by the same non-competition provisions that Franchisee is bound by.\n\nIN CONSIDERATION of these premises, the conditions stated herein, and for other good and valuable consideration, the sufficiency and receipt of which are acknowledged, the parties agree as follows:\n\n1. Covenants Not to Compete. Member specifically acknowledges that, pursuant to the Franchise Agreement, and by virtue of his/her position with Franchisee, Member will receive valuable specialized training and confidential information, including, without limitation, information regarding the operational, sales, promotional, and marketing methods and techniques of Franchisor and the System.\n\n(a) 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\n\nPage 71 of 80\n\n\n\n\n\nadvice to any Competitive Business and which business is, or is intended to be, located within the city or county in which the Approved Location is situated.\n\n(b) 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.\n\n(c) As used in this Agreement, the term \"Competitive Business\" is agreed to mean any property and/or casualty insurance distribution business.\n\n(d) As used in this Agreement, the term \"Post-Term Period\" means a continuous uninterrupted period of two (2) years from the date of: (i) a transfer as contemplated under Section 16 of the Franchise Agreement; (ii) expiration or termination of the Franchise Agreement (regardless of the cause for termination); (iii) termination of Member's employment with Franchisee; and/or (iv) a final order of a duly authorized arbitrator, panel of arbitrators, or a court of competent jurisdiction (after all appeals have been taken) with respect to any of the foregoing or with respect to the enforcement of this Agreement; either directly or indirectly (through, on behalf of, or in conjunction with any persons, partnership, corporation or entity). Any period of non-compliance with the requirements of this Section 1, whether such non-compliance takes place after termination, expiration, non-renewal, and/or a transfer, will not be credited toward satisfying the two-year obligation specified above.\n\n2. Injunctive Relief. Member acknowledges that any failure to comply with the requirements of this Agreement will cause Franchisor irreparable injury, and Member agrees to pay all costs (including without limitation reasonable attorneys' fees, court costs, discovery costs, and all other related expenses) incurred by Franchisor in obtaining specific performance of, or an injunction against violation of, the requirements of this Agreement.\n\n3. Severability. All agreements and covenants contained herein are severable. If any of them, or any part or parts of them, will be held invalid by any court of competent jurisdiction for any reason, then the Member agrees that the court will have the authority to reform and modify that provision in order that the restriction will be the maximum necessary to protect Franchisor's and/or Member's legitimate business needs as permitted by applicable law and public policy. In so doing, the Member agrees that the court will impose the provision with retroactive effect as close as possible to the provision held to be invalid.\n\n4. Delay. No delay or failure by the Franchisor or Franchisee to exercise any right under this Agreement, and no partial or single exercise of that right, will constitute a waiver of that or any other right provided herein, and no waiver of any violation of any terms and provisions of this Agreement will be construed as a waiver of any succeeding violation of the same or any other provision of this Agreement.\n\n5. 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.\n\nPage 72 of 80\n\n\n\n\n\nIN WITNESS WHEREOF, the Franchisee and the Member attest that each has read and understands the terms of this Agreement, and voluntarily signed this Agreement on the date first written above. FRANCHISEE By: Name: Title:\n\nMEMBER By: Name: Title:\n\nPage 73 of 80\n\n\n\n\n\nGOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT EXHIBIT G\n\nSITE SELECTION ADDENDUM\n\nGoosehead Insurance Agency, LLC (\"Franchisor\" or \"us\" or \"we\") and (\"Franchisee\" or \"you\") have this day of , 201 entered into a Goosehead Insurance Franchise Agreement (\"Franchise Agreement\") and wish to supplement its terms as set out below in this Site Selection Addendum (the \"Addendum\"). The parties agree as follows:\n\nAGREEMENT\n\n1. Time to Locate Site: Within ninety (90) days after the date of this Addendum, you agree to acquire or lease/sublease, at your own expense, commercial real estate that is properly zoned for the use of the business that you will conduct under the Franchise Agreement (the \"Franchised Business\") at a site that we will have approved in writing as provided below.\n\na. Such location must be within the following area: (the \"Site Selection Area\").\n\nb. The only reason that the Site Selection Area is described is for the purpose of selecting a site for the Franchised Business.\n\nc. For purposes of this Addendum, the term \"Search Period\" means ninety (90) days from the date of this Addendum, or the period from the date of this Addendum until we have approved of a location for your Franchised Business, whichever event first occurs.\n\nd. If you do not acquire or lease a site (that we have approved in writing) for the Franchised Business in accordance with this Addendum by not later than ninety (90) days after the date of this Addendum, that will constitute a default under Section 17.2 of the Franchise Agreement and also under this Addendum, and we will have the right to terminate the Franchise Agreement and this Addendum pursuant to the terms of Section 17.2 of the Franchise Agreement.\n\n2. Site Evaluation Services: We will provide you with our site selection guidelines, including our minimum standards for a location for the Franchised Business, and such site selection counseling and assistance as we may deem advisable. If we deem on-site evaluation to be necessary and appropriate, we will conduct up to two (2) on-site evaluations at our cost and expense. If we perform any additional on-site evaluations, you must reimburse us, as applicable, for all reasonable expenses that we incur in connection with such on-site evaluation, including, without limitation, the cost of travel, lodging and meals. We will not provide on site evaluation for any proposed site before we have received from you a completed site approval form for the site (prepared as set forth in Section 3 below).\n\n3. Site Selection Package Submission and Approval: You must submit to us, in the form that we specify: (a) a completed site approval form (in the form that we require); (b) such other information or materials that we may reasonably require; and (c) an option contract, letter of intent, or other evidence satisfactory to us that confirms your favorable prospects for obtaining the site. You acknowledge that time is of the essence. We will have thirty (30) days after receipt of all such information and materials from you to approve or disapprove the proposed site as the location for the Franchised Business. We have the right to approve or disapprove any such site to serve as the\n\nPage 74 of 80\n\n\n\n\n\nApproved Location for the Franchised Business. If we do not approve a proposed site by giving you written notice within the 30-day period, then we will be deemed to have disapproved the site.\n\n4. Lease Responsibilities: After we have approved a site and before the expiration of the Search Period, you must execute a lease, which must be coterminous with the Franchise Agreement, or a binding agreement to purchase the site. Our approval of any lease is conditioned upon inclusion in the lease of the Lease Rider attached to the Franchise Agreement as Exhibit H. However, even if we examine the Lease, we are not responsible for review of the Lease for any terms other than those contained in the Lease Rider.\n\n5. Approved Location: After we have approved the location for the Franchised Business and you have leased or acquired that location, the location will constitute the Approved Location described in Section 1.2 of the Franchise Agreement. The Approved Location will be specified on Exhibit A to the Franchise Agreement, and will become a part the Franchise Agreement.\n\na. You Franchisee hereby acknowledge and agree that our approval of a site does not constitute an assurance, representation, or warranty of any kind, express or implied, as to the suitability of the site for the Franchised Business or for any other purpose. Our approval of the site indicates only that we believe the site complies with our minimum acceptable criteria solely for our own purposes as of the time of the evaluation. The parties each acknowledge that application of criteria that have been effective with respect to other sites and premises may not be predictive of potential for all sites and that, subsequent to our approval of a site, demographic and/or economic factors, such as competition from other similar businesses, included in or excluded from criteria that we used could change, thereby altering the potential of a site. Such factors are unpredictable and are beyond our control.\n\nb. We will not be responsible for the failure of a site (even if we have approved that site) to meet your expectations as to revenue or operational criteria.\n\nc. You acknowledge and agree that your acceptance of a franchise for the operation of the Franchised Business at the site is based on its own independent investigation of the suitability of the site.\n\n6. Construction: This Addendum will be considered an integral part of the Franchise Agreement between the parties hereto, and the terms of this Addendum will be controlling with respect to the subject matter hereof. All capitalized terms not otherwise defined herein will have the same meaning as set forth in the Franchise Agreement. Except as modified or supplemented by this Addendum, the terms of the Franchise Agreement are hereby ratified and confirmed.\n\nPage 75 of 80\n\n\n\n\n\nIN WITNESS WHEREOF, each party hereto has caused its duly authorized representative to duly execute and deliver this Addendum on the date first above written. Goosehead Insurance Agency, LLC Franchisor By: Name: Title:\n\nFranchisee By: Name: Title:\n\nPage 76 of 80\n\n\n\n\n\nGOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT EXHIBIT H LEASE RIDER\n\nTHIS ADDENDUM (the \"Addendum\") has been executed as of this day of , 201 , by and between (\"Franchisee\") and (\"Landlord\"), as an addendum to the lease, as modified, amended, supplemented, renewed and/or extended from time to time as contemplated herein (\"Lease\") dated as of , 201 for the premises located at , in the State of (\"Premises\").\n\nFranchisee has also entered (or will also enter) into a Franchise Agreement (\"Franchise Agreement\") with Goosehead Insurance Agency, LLC (\"Franchisor\") for the development and operation of a \"Goosehead Insurance\" Business at the Premises, and as a condition to obtaining Franchisor's approval of the Lease, the Lease for the Premises must contain the provisions contained in this Addendum.\n\nNOW THEREFORE, in consideration of mutual covenants set forth herein, the execution and delivery of the Lease, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Franchisee hereby agree as follows: 1. Landlord agrees to deliver to Franchisor a copy of any notice of default or termination of the Lease at the same time such notice is delivered to Franchisee. Franchisor agrees to deliver to Landlord a copy of any notice of termination under the Franchise Agreement. Franchisee hereby consents to that exchange of information by Landlord and Franchisor. 2. Franchisee hereby assigns to Franchisor, with Landlord's irrevocable and unconditional consent, all of Franchisee's rights, title and interests to and under the Lease upon any termination or non-renewal of the Franchise Agreement, but no such assignment will be effective unless and until: (a) the Franchise Agreement is terminated or expires without renewal; (b) Franchisor has exercised its Option to Purchase under the Franchise Agreement; and (c) Franchisor notifies the Franchisee and Landlord in writing that Franchisor assumes Franchisee's obligations under the Lease. 3. Franchisor will have the right, but not the obligation, to cure any breach of the Lease (within fifteen (15) business days after the expiration of the period in which Franchisee had to cure any such default should Franchisee fail to do so) upon giving written notice of its election to Franchisee and Landlord, and, if so stated in the notice, to also succeed to Franchisee's rights, title and interests thereunder. The Lease may not be modified, amended, supplemented, renewed, extended or assigned by Franchisee without Franchisor's prior written consent. 4. Franchisee and Landlord acknowledge and agree that Franchisor will have no liability or obligation whatsoever under the Lease unless and until Franchisor assumes the Lease in writing pursuant to Section 2 or Section 3, above. 5. If Franchisor assumes the Lease, as provided above, Franchisor may, without Landlord's prior consent, further assign the Lease to another franchisee of Franchisor to operate a \"Goosehead Insurance\" business at the Premises provided that the proposed franchisee has met all of Franchisor's applicable criteria and requirements and has executed a franchise agreement with Franchisor. Landlord agrees to execute such further documentation to\n\nPage 77 of 80\n\n\n\n\n\nconfirm its consent to the assignment permitted under this Addendum as Franchisor may reasonably request. Upon such assignment to a franchisee of Franchisor, Franchisor will be released from any further liability under the terms and conditions of the Lease. 6. Landlord and Franchisee hereby acknowledge that Franchisee has agreed under the Franchise Agreement that Franchisor and its employees or agents will have the right to enter the Premises for certain purposes. Landlord hereby agrees not to interfere with or prevent such entry by Franchisor, its employees or agents. Landlord and Franchisee hereby further acknowledge that if the Franchise Agreement expires (without renewal) or is terminated, Franchisee is obligated to take certain steps under the Franchise Agreement to de-identify the Premises as a \"Goosehead Insurance\" business (unless Franchisor takes an assignment of the lease, as provided above). Landlord agrees to permit Franchisor, its employees or agent, to enter the Premises and remove signs (both interior and exterior), d\u00e9cor and materials displaying any marks, designs or logos owned by Franchisor, provided that Franchisor will bear the expense of repairing any damage to the Premises as a result thereof. 7. If Landlord is an affiliate or an Owner of Franchisee, Landlord and Franchisee agree that if Landlord proposes to sell the Premises, before the sale of the Premises, upon the request of Franchisor the Lease will be amended to reflect a rental rate and other terms that are the reasonable and customary rental rates and terms prevailing in the community where the \"Goosehead Insurance\" business is located. 8. Landlord agrees that during and after the term of the Lease, it will not disclose or use Franchisor's Confidential Information (as defined below) for any purpose other than for the purpose of fulfilling Landlord's obligations under the Lease. \"Confidential Information\" as used herein will mean all non-public information and tangible things, whether written, oral, electronic or in other form, provided or disclosed by or on behalf of Franchisee to Landlord, or otherwise obtained by Landlord, regarding the design and operations of the business located at the Premises, including, without limitation, all information identifying or describing the floor plan and layout, furnishings, equipment, fixtures, wall coverings, flooring materials, shelving, decorations, trade secrets, techniques, trade dress, \"look and feel,\" design, manner of operation, suppliers, vendors, and all other products, goods, and services used, useful or provided by or for Franchisee on the Premises. Landlord acknowledges that all such Confidential Information belongs exclusively to Franchisor. 9. Landlord agrees that: (a) Franchisor has granted to only one party, the Franchisee, the right to use Franchisor's proprietary trade name, trademarks, service marks logos, insignias, slogans, emblems, symbols, designs and indicia of origin (collectively the \"Marks\") at the Premises under the terms of the Franchise Agreement; and (b) Franchisor has not granted any rights or privileges to use the Marks to Landlord. 10. Landlord and Franchisee agree that the premises will be used solely for the operation of a \"Goosehead Insurance\" business. 11. Landlord and Franchisee agree that any default under the lease will also constitute a default under the Franchise Agreement, and any default under the Franchise Agreement will also constitute a default under the lease. 12. Landlord and Franchisee agree that the terms contained herein will supersede any terms to the contrary set forth in the Lease.\n\nPage 78 of 80\n\n\n\n\n\n13. Franchisor, along with its successors and assigns, is an intended third party beneficiary of the provisions of this Addendum. 14. Landlord and Franchisee agree that copies of any and all notices required or permitted under this Addendum, or under the Lease, will also be sent to Franchisor at (attention ), or to such other address as Franchisor may specify by giving written notice to Landlord.\n\nWITNESS the execution hereof under seal. Landlord: Franchisor* Franchisee:\n\nDate: Date: Date:\n\nSubscribed and sworn to before me this day of , 201 . Notary Public\n\nSubscribed and sworn to before me this day of , 201 .\n\nNotary Public\n\nSubscribed and sworn to before me this day of , 201 .\n\nNotary Public\n\nMy Commission expires: My Commission expires: My Commission expires:\n\n* The Franchisor has signed this lease rider only to acknowledge its terms and not to accept any obligations under the lease.\n\nPage 79 of 80\n\n\n\n\n\nGOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT EXHIBIT I PROMISSORY NOTE\n\nPage 80 of 80\n\n\n\n\n\nADDENDUM TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF CALIFORNIA\n\nIn recognition of the requirements of California's Franchise Investment Law and the California Franchise Relations Act, the Goosehead Insurance Agency, LLC Franchise Disclosure Document shall be supplemented as follows: 1. California Corporations Code, Section 31125, requires Franchisor to give Franchisee a disclosure document, approved by the Department of Business Oversight, before a solicitation of a proposed material modification of an existing franchise. 2. THE CALIFORNIA FRANCHISE INVESTMENT LAW REQUIRES THAT A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE BE DELIVERED TOGETHER WITH THE DISCLOSURE DOCUMENT. 3. Item 3 of the Franchise Disclosure Document is modified by adding the following paragraph to the end thereof:\n\nNeither Goosehead Insurance Agency, LLC nor any person listed in Item 2 of this Franchise Disclosure Document is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities Exchange Act of 1934, 15 U.S.C.A. 78a et seq., suspending or expelling these persons from membership in this association or exchange. 4. Item 17 of the Franchise Disclosure Document is modified by adding the following paragraphs to the end of Item 17:\n\nCalifornia Business and Professions Code Sections 20000 through 20043 provide rights to Franchisee concerning termination, transfer or non-renewal of a franchise. If the Franchise Agreement contains a provision that is inconsistent with the law, the law will control.\n\nThe Franchise Agreement provides for termination upon bankruptcy. This provision may not be enforceable under federal bankruptcy law (11 U.S.C.A. Sec. 101 et seq.).\n\nThe Franchise Agreement contains a covenant not to compete which extends beyond the termination of the franchise. This provision may not be enforceable under California law.\n\nProspective franchisees are encouraged to consult private legal counsel to determine the applicability of California and federal laws (such as Business and Professions Code Section 20040.5, Code of Civil Procedure\n\nFDD Exhibit H-1\n\n\n\n\n\nSection 1281, and the Federal Arbitration Act) to any provisions of a franchise agreement restricting venue to a forum outside the State of California.\n\nThe Franchise Agreement requires application of the laws of the State of Texas. This provision may not be enforceable under California law.\n\nThe Franchise Agreement requires Franchisee to sign a general release of claims upon renewal or transfer of the Franchise Agreement. California Corporations Code Section 31512 provides that any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with any provision of that law or any rule or order thereunder is void. Section 31512 voids a waiver of Franchisee's rights under the Franchise Investment Law (California Corporations Code Section 31000-31516). Business and Professions Code Section 20010 voids a waiver of Franchisee's rights under the Franchise Relations Act (Business and Professions Code Sections 20000-20043). 5. We maintain an Internet website at www.goosehead.com. OUR WEBSITE HAS NOT BEEN REVIEWED OR APPROVED BY THE CALIFORNIA DEPARTMENT OF BUSINESS OVERSIGHT. ANY COMPLAINTS CONCERNING THE CONTENT OF THIS WEBSITE MAY BE DIRECTED TO THE CALIFORNIA DEPARTMENT OF BUSINESS OVERSIGHT AT www.dbo.ca.gov. 6. This Addendum shall be effective only to the extent that jurisdictional requirements of the California Franchise Investment Law or the California Franchise Relations Act are met independently of and without reference to this Addendum. This Addendum shall have no effect if the jurisdictional requirements of the California Franchise Investment Law or the California Franchise Relations Act are not met.\n\nFDD Exhibit H-2\n\n\n\n\n\nAMENDMENT TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT FOR THE STATE OF CALIFORNIA\n\nIn recognition of the requirements of California's Franchise Investment Law and the California Franchise Relations Act, the Goosehead Insurance Agency, LLC Franchise Agreement shall be supplemented as follows: 1. Section 17.3 of the Franchise Agreement is amended to read as follows:\n\n17.3 Termination with Notice and Opportunity to Cure. Except as otherwise provided in Sections 17.1 and 17.2 of this Agreement, you will have 60 days after your receipt from us of a written notice of default within which to remedy any default under this Agreement and to provide evidence thereof to us. You may avoid termination by immediately initiating a remedy to cure such default and curing it to our satisfaction within the sixty-day period, and by promptly providing proof thereof to us. If any such default is not cured within the specified time, or such longer period as applicable law may require, this Agreement will terminate without further notice to you, effective immediately upon the expiration of the sixty-day period or such longer period as applicable law may require. You will be in default pursuant to this Section 17.3 for failure substantially to comply with any of the requirements imposed by this Agreement, as it may from time to time reasonably be supplemented by the Manual, or failure to carry out the terms of this Agreement in good faith. Such defaults include, but are not limited to, the following illustrative events: 2. This Amendment shall be effective only to the extent that jurisdictional requirements of the California Franchise Investment Law or the California Franchise Relations Act are met independently of and without reference to this Amendment. This Amendment shall have no effect if the jurisdictional requirements of the California Franchise Investment Law or the California Franchise Relations Act are not met.\n\nIN WITNESS WHEREOF, we and you agree to be bound by the terms of this Amendment to be effective as of the Effective Date of the Franchise Agreement. GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISEE\n\nBy: By: Name: P. Ryan Langston Name: Title: Vice President and General Counsel Title: FDD Exhibit H-3\n\n\n\n\n\nADDENDUM TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF ILLINOIS\n\nIn recognition of the requirements of the Illinois law, the Goosehead Insurance Agency, LLC Franchise Disclosure Document shall be supplemented as follows:\n\n1. The Risk Factors on the Franchise Disclosure Document cover page of this disclosure document are modified to comply with Section 4 of the Illinois Franchise Disclosure Act, which provides that any provision in a franchise agreement that designates jurisdiction or venue in a forum outside of Illinois is void.\n\n2. Item 17 of the disclosure document is modified by substituting the following in place of provisions v. and w., in the chart:\n\nPROVISION SECTION IN  FRANCHISE  AGREEMENT SUMMARY\n\nv. Choice of forum Section 25.5 Litigation may be brought in Illinois. w. Choice of law Section 25.1 Except to the extent governed by the Lanham Act, Illinois law (including the Illinois Franchise Disclosure Act) will apply to Illinois franchisees.\n\nand by adding the following paragraph to the end of the chart:\n\n\"THE CONDITIONS UNDER WHICH YOUR FRANCHISE CAN BE TERMINATED AND YOUR RIGHTS UPON NON-RENEWAL MAY BE AFFECTED BY ILLINOIS LAW: 815 ILCS 705/19 AND 20.\".\n\n3. This Addendum is effective only to the extent that the jurisdictional requirements of the Illinois law are met independently of and without reference to this Addendum. This Addendum will have no effect if the jurisdictional requirements of the Illinois law are not met. FDD Exhibit H-4\n\n\n\n\n\nAMENDMENT TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT FOR THE STATE OF ILLINOIS\n\nIn recognition of the requirements of the Illinois law, the Goosehead Insurance Agency, LLC Franchise Agreement shall be supplemented as follows:\n\n1. Section 27.1 of the Franchise Agreement is deleted in its entirety and the following Section 27.1 is substituted in lieu thereof:\n\n27.1 This Agreement takes effect when we accept and sign this document. This Agreement will be interpreted and construed exclusively under the laws of the State of Illinois, which laws will prevail in the event of any conflict of law (without regard to, and without giving effect to, the application of Illinois choice-of-law rules); provided, however, that if the covenants in Section 19 of this Agreement would not be enforced as written under Illinois law, then the parties agree that those covenants will instead be interpreted and construed under the laws of the state in which the Franchised Business is located. Nothing in this Section 27.1 is intended by the parties to invoke the application of any franchise, business opportunity, antitrust, implied covenant, unfair competition, fiduciary, and/or other doctrine of law of the State of Illinois (or any other state) that would not otherwise apply without this Section 27.1\n\n2. Section 27.2 of the Franchise Agreement is amended by the addition of the following:\n\nNotwithstanding anything to the contrary contained in this Section 27.2, any claims arising under the Illinois Franchise Disclosure Act may be brought in Illinois.\n\n3. Section 27.7 of the Franchise Agreement is deleted in its entirety and the following Section 27.7 is substituted in lieu thereof:\n\n27.7 Must bring claims within one year. Each party to this agreement agrees that any and all claims and actions arising out of or relating to this agreement, the parties' relationship, and/or your operation of the franchised business, brought by any party hereto against the other, shall be commenced within one (1) year from the occurrence of the facts giving rise to such claim or action, or, it is expressly acknowledged and agreed by all parties, such claim or action shall be irrevocably barred; provided, however, that the time limit for filing claims contained in this Section 27.7 shall not apply FDD Exhibit H-5\n\n\n\n\n\nto claims or actions arising under the Illinois Franchise Disclosure Act. 4. Section 27 is amended by the addition of the following new Section 27.10 which shall be an integral part of the Franchise Agreement:\n\n27.10 Nothing contained in this Agreement shall be deemed to waive any right you may have under the Illinois Franchise Disclosure Act of 1987. If anything in this Agreement is deemed to be contrary to or inconsistent with the Act, the terms of the Act will control.\n\n5. This Amendment shall be effective only to the extent that the jurisdictional requirements of the Illinois law are met independently of and without reference to this Amendment. This Amendment shall have no effect if the jurisdictional requirements of the Illinois law are not met.\n\nIN WITNESS WHEREOF, we and you agree to be bound by the terms of this Amendment to be effective as of the Effective Date of the Franchise Agreement. GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISEE\n\nBy: By: Name: P. Ryan Langston Name: Title: Vice President and General Counsel Title: FDD Exhibit H-6\n\n\n\n\n\nADDENDUM TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF MARYLAND\n\nIn recognition of the requirements of the Maryland Franchise Registration and Disclosure Law, the Franchise Disclosure Document for Goosehead Insurance Agency, LLC for use in the State of Maryland shall be amended as follows:\n\n1. Item 17, \"Renewal, Termination, Transfer and Dispute Resolution,\" shall be amended by the addition of the following language:\n\nThe Franchise Agreement provides for termination upon bankruptcy of the franchisee. This provision may not be enforceable under the U.S. Bankruptcy Code (11 U.S.C. Section 101, et seq.).\n\nAny claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within 3 years after the grant of the franchise.\n\nAny general release required as a condition of renewal, sale, and/or assignment/transfer shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.\n\n2. Exhibit I, \"Franchisee Compliance Questionnaire,\" shall be amended by the addition of the following at the end of Exhibit I:\n\nThe representations under this Franchisee Compliance Questionnaire are not intended, nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.\n\n3. Each provision of this Addendum to the Disclosure Document shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Maryland Franchise Registration and Disclosure Law are met independently without reference to this Addendum. FDD Exhibit H-7\n\n\n\n\n\nAMENDMENT TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT FOR THE STATE OF MARYLAND\n\nIn recognition of the requirements of the Maryland Franchise Registration and Disclosure Law, the parties to the attached Goosehead Insurance Agency, LLC Franchise Agreement (the \"Agreement\") agree as follows:\n\n1. Section 2.2.7 of the Agreement, under the heading \"Term and Renewal,\" shall be deleted in its entirety and shall have no force or effect, and the following shall be substituted in lieu thereof:\n\n2.2.7 You agree to sign and deliver to us a release, in a form that we will provide (which will be a mutual release with limited exclusions), which will release all claims against us and our affiliates, and our respective officers, directors, members, managers, agents, and employees. If you are an entity, then your affiliates and your direct and indirect owners (and any other parties that we reasonably request) must also sign and deliver that release to us, excluding only such claims as the Franchisee may have under the Maryland Franchise Registration and Disclosure Law;\n\n2. Section 16.5.1 of the Agreement, under the heading \"Transfer of Interest,\" shall be deleted in its entirety and shall have no force or effect, and the following shall be substituted in lieu thereof:\n\n16.5.1 The transferor must have executed a general release, in a form satisfactory to us, of any and all claims against us and our affiliates, successors, and assigns, and their respective officers, directors, members, managers, shareholders, partners, agents, representatives, servants, and employees in their corporate and individual capacities including, without limitation, claims arising under this Agreement, any other agreement between you and us, and/or our respective affiliates, and federal, state, and local laws and rules, excluding only such claims as the Franchisee may have under the Maryland Franchise Registration and Disclosure Law;\n\n3. Sections 27.1, 27.2, and 27.7 of the Agreement, under the heading \"Applicable and Dispute Resolution,\" shall be amended by the addition of the following language:\n\nA franchisee may bring a lawsuit in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law. Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three (3) years after the grant of the franchise.\n\nFDD Exhibit H-8\n\n\n\n\n\n4. Section 28 of the Agreement, under the heading \"Acknowledgments,\" shall be supplemented by the following:\n\nThe foregoing acknowledgments are not intended to nor shall they act as a release, estoppel or waiver of any liability under the Maryland Franchise Registration and Disclosure Law.\n\n5. Each provision of this Amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Maryland Franchise Registration and Disclosure Law are met independently without reference to this Amendment.\n\nIN WITNESS WHEREOF, we and you agree to be bound by the terms of this Amendment to be effective as of the Effective Date of the Franchise Agreement. GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISEE\n\nBy: By: Name: P. Ryan Langston Name: Title: Vice President and General Counsel Title: FDD Exhibit H-9\n\n\n\n\n\nADDENDUM TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF MICHIGAN\n\nTHE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE SOMETIMES IN FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING PROVISIONS ARE IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT BE ENFORCED AGAINST YOU: (A) A PROHIBITION ON THE RIGHT OF A FRANCHISEE TO JOIN AN ASSOCIATION OF FRANCHISEES. (B) A REQUIREMENT THAT A FRANCHISEE ASSENT TO A RELEASE, ASSIGNMENT, NOVATION, WAIVER, OR ESTOPPEL WHICH DEPRIVES A FRANCHISEE OF RIGHTS AND PROTECTIONS PROVIDED IN THIS ACT. THIS SHALL NOT PRECLUDE A FRANCHISEE, AFTER ENTERING INTO A FRANCHISE AGREEMENT, FROM SETTLING ANY AND ALL CLAIMS. (C) A PROVISION THAT PERMITS A FRANCHISOR TO TERMINATE A FRANCHISE PRIOR TO THE EXPIRATION OF ITS TERM EXCEPT FOR GOOD CAUSE. GOOD CAUSE SHALL INCLUDE THE FAILURE OF THE FRANCHISEE TO COMPLY WITH ANY LAWFUL PROVISIONS OF THE FRANCHISE AGREEMENT AND TO CURE SUCH FAILURE AFTER BEING GIVEN WRITTEN NOTICE THEREOF AND A REASONABLE OPPORTUNITY, WHICH IN NO EVENT NEED BE MORE THAN 30 DAYS, TO CURE SUCH FAILURE. (D) A PROVISION THAT PERMITS A FRANCHISOR TO REFUSE TO RENEW A FRANCHISE WITHOUT FAIRLY COMPENSATING THE FRANCHISEE BY REPURCHASE OR OTHER MEANS FOR THE FAIR MARKET VALUE, AT THE TIME OF EXPIRATION, OF THE FRANCHISEE'S INVENTORY, SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS. PERSONALIZED MATERIALS WHICH HAVE NO VALUE TO THE FRANCHISOR AND INVENTORY, SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS NOT REASONABLY REQUIRED IN THE CONDUCT OF THE FRANCHISED BUSINESS ARE NOT SUBJECT TO COMPENSATION. THIS SUBSECTION APPLIES ONLY IF: (i) THE TERM OF THE FRANCHISE IS LESS THAN 5 YEARS; AND (ii) THE FRANCHISEE IS PROHIBITED BY THE FRANCHISE OR OTHER AGREEMENT FROM CONTINUING TO CONDUCT SUBSTANTIALLY THE SAME BUSINESS UNDER ANOTHER TRADEMARK, SERVICE MARK, TRADE NAME, LOGOTYPE, ADVERTISING, OR OTHER COMMERCIAL SYMBOL IN THE SAME AREA SUBSEQUENT TO THE EXPIRATION OF THE FRANCHISE OR THE FRANCHISEE DOES NOT FDD Exhibit H-10\n\n\n\n\n\nRECEIVE AT LEAST 6 MONTHS ADVANCE NOTICE OF FRANCHISOR'S INTENT NOT TO RENEW THE FRANCHISE. (E) A PROVISION THAT PERMITS THE FRANCHISOR TO REFUSE TO RENEW A FRANCHISE ON TERMS GENERALLY AVAILABLE TO OTHER FRANCHISEES OF THE SAME CLASS OR TYPE UNDER SIMILAR CIRCUMSTANCES. THIS SECTION DOES NOT REQUIRE A RENEWAL PROVISION. (F) A PROVISION REQUIRING THAT ARBITRATION OR LITIGATION BE CONDUCTED OUTSIDE THIS STATE*. THIS SHALL NOT PRECLUDE THE FRANCHISEE FROM ENTERING INTO AN AGREEMENT, AT THE TIME OF ARBITRATION, TO CONDUCT ARBITRATION AT A LOCATION OUTSIDE THIS STATE. (G) A PROVISION WHICH PERMITS A FRANCHISOR TO REFUSE TO PERMIT A TRANSFER OF OWNERSHIP OF A FRANCHISE, EXCEPT FOR GOOD CAUSE. THIS SUBDIVISION DOES NOT PREVENT A FRANCHISOR FROM EXERCISING A RIGHT OF FIRST REFUSAL TO PURCHASE THE FRANCHISE. GOOD CAUSE SHALL INCLUDE, BUT IS NOT LIMITED TO:\n\n525 THE FAILURE OF THE PROPOSED FRANCHISEE TO MEET THE FRANCHISOR'S THEN CURRENT REASONABLE QUALIFICATIONS OR STANDARDS.\n\n525 THE FACT THAT THE PROPOSED TRANSFEREE IS A COMPETITOR OF THE FRANCHISOR OR SUBFRANCHISOR. (iii) THE UNWILLINGNESS OF THE PROPOSED TRANSFEREE TO AGREE IN WRITING TO COMPLY WITH ALL LAWFUL OBLIGATIONS. (iv) THE FAILURE OF THE FRANCHISEE OR PROPOSED TRANSFEREE TO PAY ANY SUMS OWING TO THE FRANCHISOR OR TO CURE ANY DEFAULT IN THE FRANCHISE AGREEMENT EXISTING AT THE TIME OF THE PROPOSED TRANSFER. (H) A PROVISION THAT REQUIRES THE FRANCHISEE TO RESELL TO THE FRANCHISOR ITEMS THAT ARE NOT UNIQUELY IDENTIFIED WITH THE FRANCHISOR. THIS SUBDIVISION DOES NOT PROHIBIT A PROVISION THAT GRANTS TO A FRANCHISOR A RIGHT OF FIRST REFUSAL TO PURCHASE THE ASSETS OF A FRANCHISE ON THE SAME TERMS AND CONDITIONS AS A BONA FIDE THIRD PARTY WILLING AND ABLE TO PURCHASE THOSE ASSETS, NOR DOES THIS SUBDIVISION PROHIBIT A PROVISION THAT GRANTS THE FDD Exhibit H-11\n\n\n\n\n\nFRANCHISOR THE RIGHT TO ACQUIRE THE ASSETS OF A FRANCHISE FOR THE MARKET OR APPRAISED VALUE OF SUCH ASSETS IF THE FRANCHISEE HAS BREACHED THE LAWFUL PROVISIONS OF THE FRANCHISE AGREEMENT AND HAS FAILED TO CURE THE BREACH IN THE MANNER PROVIDED IN SUBDIVISION I. (I) A PROVISION WHICH PERMITS THE FRANCHISOR TO DIRECTLY OR INDIRECTLY CONVEY, ASSIGN, OR OTHERWISE TRANSFER ITS OBLIGATIONS TO FULFILL CONTRACTUAL OBLIGATIONS TO THE FRANCHISEE UNLESS PROVISION HAS BEEN MADE FOR PROVIDING THE REQUIRED CONTRACTUAL SERVICES. THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION, OR ENDORSEMENT BY THE ATTORNEY GENERAL.\n\n* * * *\n\nIF THE FRANCHISOR'S MOST RECENT FINANCIAL STATEMENTS ARE UNAUDITED AND SHOW A NET WORTH OF LESS THAN $100,000.00, THE FRANCHISOR MUST, AT THE REQUEST OF THE FRANCHISEE, ARRANGE FOR THE ESCROW OF INITIAL INVESTMENT AND OTHER FUNDS PAID BY THE FRANCHISEE UNTIL THE OBLIGATIONS TO PROVIDE REAL ESTATE, IMPROVEMENTS, EQUIPMENT, INVENTORY, TRAINING, OR OTHER ITEMS INCLUDED IN THE FRANCHISE OFFERING ARE FULFILLED. AT THE OPTION OF THE FRANCHISOR, A SURETY BOND MAY BE PROVIDED IN PLACE OF ESCROW.\n\n* * * *\n\nTHE NAME AND ADDRESS OF THE FRANCHISOR'S AGENT IN THIS STATE AUTHORIZED TO RECEIVE SERVICE OF PROCESS IS: MICHIGAN DEPARTMENT OF COMMERCE, CORPORATION AND SECURITIES BUREAU, 6546 MERCANTILE WAY, P.O. BOX 30222, LANSING, MICHIGAN 48910.\n\n* * * *\n\nANY QUESTIONS REGARDING THIS NOTICE SHOULD BE DIRECTED TO: DEPARTMENT OF THE ATTORNEY GENERAL'S OFFICE CONSUMER PROTECTION DIVISION ATTN: FRANCHISE 670 G. MENNEN WILLIAMS BUILDING 525 WEST LANSING LANSING, MICHIGAN 48913\n\nNOTE: NOTWITHSTANDING PARAGRAPH (F) ABOVE, WE INTEND TO, AND YOU AGREE THAT WE AND YOU WILL, ENFORCE FULLY THE PROVISIONS OF THE ARBITRATION SECTION OF OUR AGREEMENTS. WE BELIEVE THAT PARAGRAPH FDD Exhibit H-12\n\n\n\n\n\n(F) IS UNCONSTITUTIONAL AND CANNOT PRECLUDE US FROM ENFORCING THE ARBITRATION PROVISIONS. FDD Exhibit H-13\n\n\n\n\n\nADDENDUM TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF MINNESOTA\n\nIn recognition of the requirements of the Minnesota Franchises Law, Minn. Stat. \u00a7\u00a7 80C.01 through 80C.22, and of the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce, Minn. Rules \u00a7\u00a7 2860.0100 through 2860.9930, the Franchise Disclosure Document for Goosehead Insurance Agency, LLC for use in the State of Minnesota shall be amended to include the following:\n\n1. Item 13 is amended by the addition of the following language:\n\nThe franchisor will protect the franchisee's right to use the trademarks, service marks, trade names, logotypes or other commercial symbols or indemnify the franchisee from any loss, costs or expenses arising out of any claim, suite or demand regarding the use of the name.\n\n2. Item 17, \"Renewal, Termination, Transfer and Dispute Resolution,\" shall be amended by the addition of the following paragraphs:\n\nWith respect to franchisees governed by Minnesota law, we will comply with Minn. Stat. \u00a7 80C.14, Subds. 3, 4, and 5 which require, except in certain specified cases, that a franchisee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice of non-renewal of the Franchise Agreement, and that consent to the transfer of the franchise not be unreasonably withheld.\n\nPursuant to Minn. Rule 2860.4400D, any general release of claims that you or a transferor may have against us or our shareholders, directors, employees and agents, including without limitation claims arising under federal, state, and local laws and regulations shall exclude claims you or a transferor may have under the Minnesota Franchise Law and the Rules and Regulations promulgated thereunder by the Commissioner of Commerce.\n\nMinn. Stat. \u00a7 80C.21 and Minn. Rule 2860.4400J prohibit us from requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or requiring you to consent to liquidated damages, termination penalties or judgment notes. In addition, nothing in the disclosure document or agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C, or your rights to jury trial, any procedure, forum, or remedies as may be provided for by the laws of the jurisdiction.\n\nMinn. Stat. \u00a7 80C.17 prohibits any action from being commenced under the Minnesota Franchises Law more than three years after the cause of action accrues.\n\n3. Each provision of this addendum shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Minnesota Franchises Law or the Rules and FDD Exhibit H-14\n\n\n\n\n\nRegulations promulgated thereunder by the Minnesota Commission of Commerce are met independently without reference to this addendum to the disclosure document. FDD Exhibit H-15\n\n\n\n\n\nAMENDMENT TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT FOR THE STATE OF MINNESOTA\n\nIn recognition of the requirements of the Minnesota Franchises Law, Minn. Stat. \u00a7\u00a7 80C.01 through 80C.22, and of the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce, Minn. Rules \u00a7\u00a7 2860.0100 through 2860.9930, the parties to the attached Goosehead Insurance Agency, LLC Franchise Agreement (the \"Agreement\") agree as follows:\n\n1. Section 2.2.7 of the Agreement, under the heading \"Term and Renewal,\" shall be deleted in its entirety and shall have no force or effect, and the following paragraph shall be inserted in its place:\n\n2.2.7 You agree to sign and deliver to us a release, in a form that we will provide (which will be a mutual release with limited exclusions), which will release all claims against us and our affiliates, and our respective officers, directors, members, managers, agents, and employees. If you are an entity, then your affiliates and your direct and indirect owners (and any other parties that we reasonably request) must also sign and deliver that release to us, excluding only such claims as Franchisee may have that have arisen under the Minnesota Franchises Law and the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce.\n\n2. Section 2 of the Agreement, under the heading \"Term and Renewal,\" shall be amended by the addition of the following paragraph:\n\nMinnesota law provides franchisees with certain non-renewal rights. In sum, Minn. Stat. \u00a7 80C.14 (subd. 4) currently requires, except in certain specified cases, that a franchisee be given 180 days' notice of non-renewal of the Franchise Agreement.\n\n3. Section 9 of the Agreement, under the heading \"Proprietary Marks,\" shall be amended by the addition of the following paragraph:\n\nPursuant to Minnesota Stat. Sec. 80C.12, Subd. 1(g), Franchisor is required to protect any rights Franchise may have to Franchisor's Marks.\n\n4. Section 16.5.1 of the Agreement, under the heading \"Transfer of Interest,\" shall be deleted in its entirety and shall have no force or effect, and the following paragraph shall be inserted in its place:\n\n16.5.1 The transferor must have executed a general release, in a form satisfactory to us, of any and all claims against us and our affiliates, successors, and assigns, and their respective officers, directors, members, managers, shareholders, partners, agents, representatives, servants, and employees in their corporate and individual capacities including, without limitation, claims arising under this Agreement, any other agreement between you and us, and/or our respective affiliates, and federal, state, and local laws and FDD Exhibit H-16\n\n\n\n\n\nrules, excluding only such claims as Franchisee may have under the Minnesota Franchises Law and the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce.\n\n5. Section 16 of the Agreement, under the heading \"Transfer of Interest,\" shall be amended by the addition of the following paragraph:\n\nMinnesota law provides franchisees with certain transfer rights. In sum, Minn. Stat. \u00a780C.14 (subd. 5) currently requires that consent to the transfer of the franchise may not be unreasonably withheld.\n\n6. Section 17 of the Agreement, under the heading \"Default and Termination\" shall be amended by the addition of the following paragraph:\n\nMinnesota law provides franchisees with certain termination rights. 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.\n\n7. Sections 18.8 of the Agreement, under the heading \"Obligations Upon Termination or Expiration,\" shall be deleted in its entirety and shall have no force or effect; and the following paragraph shall be substituted in its place:\n\n18.8 Pay Damages. You agree to pay us all damages, costs, and expenses (including without limitation reasonable attorneys' fees, court costs, discovery costs, and all other related expenses) that we incur as a result of your default under this Agreement and/or subsequent to the termination or expiration of this Agreement in seeking injunctive or other relief for the enforcement of any provisions of this Section 18, which will be in addition to amounts due to us under Section 18.11 below.\n\n8. Sections 27.5 and 27.9 of the Agreement, under the heading \"Applicable Law and Dispute Resolution,\" shall be deleted in their entirety and shall have no force or effect; and the following paragraphs shall be substituted in its place:\n\n27.5 Injunctions. Nothing contained in this Agreement will bar our right to seek injunctive relief in a court of competent jurisdiction against threatened conduct that will cause us loss or damages, under the usual equity rules, including the applicable rules for obtaining restraining orders and preliminary injunctions.\n\n27.9 Payment of Legal Fees. You agree to pay us all damages, costs and expenses (including without limitation reasonable attorneys' fees, court costs, discovery costs, and all other related expenses) that we incur after the termination or expiration of the franchise granted under this Agreement in: (a) seeking injunctive or other relief for the enforcement of any provisions of this Agreement (including without limitation Sections 9 and 17 above); and/or (b) successfully defending a claim from you that we misrepresented the terms of this Agreement, fraudulently induced you to sign this Agreement, that the provisions of this Agreement are not FDD Exhibit H-17\n\n\n\n\n\nfair, were not properly entered into, and/or that the terms of this Agreement (as it may be amended by its terms) do not exclusively govern the parties' relationship.\n\n9. Section 27 of the Agreement, under the heading \"Applicable Law and Dispute Resolution\", shall be amended by the following paragraph, which shall be considered an integral part of the Agreement:\n\n27.10 Minn. Stat. \u00a7 80C.17 prohibits any action from being commenced under the Minnesota Franchises Law more than three years after the cause of action accrues. Minn. Stat. \u00a7 80C.21 and Minn. Rule 2860.4400J prohibit Franchisor from requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or requiring Franchisee to consent to liquidated damages, termination penalties or judgment notes. In addition, nothing in the disclosure document or agreement can abrogate or reduce any of Franchisee's rights as provided for in Minnesota Statutes, Chapter 80C, or Franchisee's rights to jury trial, any procedure, forum, or remedies as may be provided for by the laws of the jurisdiction.\n\n10. Each provision of this Amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Minnesota Franchises Law or the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce are met independently without reference to this Amendment.\n\nIN WITNESS WHEREOF, we and you agree to be bound by the terms of this Amendment to be effective as of the Effective Date of the Franchise Agreement. GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISEE\n\nBy: By: Name: P. Ryan Langston Name: Title: Vice President and General Counsel Title: FDD Exhibit H-18\n\n\n\n\n\nADDENDUM TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF NEW YORK\n\n1. The following information is added to the cover page of the Franchise Disclosure Document:\n\nINFORMATION COMPARING FRANCHISORS IS AVAILABLE. CALL THE STATE ADMINISTRATORS LISTED IN EXHIBIT C OR YOUR PUBLIC LIBRARY FOR SOURCES OF INFORMATION. REGISTRATION OF THIS FRANCHISE BY NEW YORK STATE DOES NOT MEAN THAT NEW YORK STATE RECOMMENDS IT OR HAS VERIFIED THE INFORMATION IN THIS FRANCHISE DISCLOSURE DOCUMENT. IF YOU LEARN THAT ANYTHING IN THE FRANCHISE DISCLOSURE DOCUMENT IS UNTRUE, CONTACT THE FEDERAL TRADE COMMISSION AND NEW YORK STATE DEPARTMENT OF LAW, BUREAU OF INVESTOR PROTECTION AND SECURITIES, 120 BROADWAY, 23RD FLOOR, NEW YORK, NEW YORK 10271.\n\nTHE FRANCHISOR MAY, IF IT CHOOSES, NEGOTIATE WITH YOU ABOUT ITEMS COVERED IN THE FRANCHISE DISCLOSURE DOCUMENT. HOWEVER, THE FRANCHISOR CANNOT USE THE NEGOTIATING PROCESS TO PREVAIL UPON A PROSPECTIVE FRANCHISEE TO ACCEPT TERMS WHICH ARE LESS FAVORABLE THAN THOSE SET FORTH IN THIS FRANCHISE DISCLOSURE DOCUMENT.\n\n2. The following is added at the end of Item 3:\n\nExcept as provided above, with regard to the franchisor, its predecessor, a person identified in Item 2, or an affiliate offering franchises under the franchisor's principal trademark:\n\nA. No such party has an administrative, criminal or civil action pending against that person alleging: a felony, a violation of a franchise, antitrust, or securities law, fraud, embezzlement, fraudulent conversion, misappropriation of property, unfair or deceptive practices, or comparable civil or misdemeanor allegations.\n\nB. No such party has pending actions, other than routine litigation incidental to the business, which are significant in the context of the number of franchisees and the size, nature or financial condition of the franchise system or its business operations.\n\nC. No such party has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the 10 year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise, antifraud, or securities law; fraud; embezzlement; fraudulent conversion or misappropriation of property; or unfair or deceptive practices or comparable allegations. FDD Exhibit H-19\n\n\n\n\n\nD. No such party is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a Federal, State, or Canadian franchise, securities, antitrust, trade regulation or trade practice law, resulting from a concluded or pending action or proceeding brought by a public agency; or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent.\n\n3. The following is added to the end of Item 4:\n\nNeither the franchisor, its affiliate, its predecessor, officers, or general partner during the 10-year period immediately before the date of the offering circular: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code; (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within 1 year after that officer or general partner of the franchisor held this position in the company or partnership.\n\n4. The following is added to the end of Item 5:\n\nThe initial franchise fee constitutes part of our general operating funds and will be used as such in our discretion.\n\n5. The following is added to the end of the \"Summary\" sections of Item 17(c), titled \"Requirements for franchisee to renew or extend,\" and Item 17(m), entitled \"Conditions for franchisor approval of transfer\":\n\nHowever, to the extent required by applicable law, all rights you enjoy and any causes of action arising in your favor from the provisions of Article 33 of the General Business Law of the State of New York and the regulations issued thereunder shall remain in force; it being the intent of this proviso that the non-waiver provisions of General Business Law Sections 687.4 and 687.5 be satisfied.\n\n6. The following language replaces the \"Summary\" section of Item 17(d), titled \"Termination by franchisee\":\n\nYou may terminate the agreement on any grounds available by law. FDD Exhibit H-20\n\n\n\n\n\n7. The following is added to the end of the \"Summary\" section of Item 17(j), titled \"Assignment of contract by franchisor\":\n\nHowever, no assignment will be made except to an assignee who in good faith and judgment of the franchisor, is willing and financially able to assume the franchisor's obligations under the Franchise Agreement.\n\n8. The following is added to the end of the \"Summary\" sections of Item 17(v), titled \"Choice of forum\", and Item 17(w), titled \"Choice of law\":\n\nThe foregoing choice of law should not be considered a waiver of any right conferred upon the franchisor or upon the franchisee by Article 33 of the General Business Law of the State of New York. FDD Exhibit H-21\n\n\n\n\n\nSTATEMENT OF DISCLOSURE DOCUMENT ACCURACY\n\nTHE FRANCHISOR REPRESENTS THAT THIS DISCLOSURE DOCUMENT DOES NOT KNOWINGLY OMIT ANY MATERIAL FACT OR CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT. FDD Exhibit H-22\n\n\n\n\n\nAMENDMENT TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT FOR THE STATE OF NEW YORK\n\nIn recognition of the requirements of the New York General Business Law, Article 33, Sections 680 through 695, and of the regulations promulgated thereunder (N.Y. Comp. Code R. & Regs., tit. 13, \u00a7\u00a7 200.1 through 201.16), the parties to the attached Goosehead Insurance Agency, LLC Franchise Agreement (the \"Agreement\") agree as follows:\n\n1. Section 2.2.6 of the Agreement, under the heading \"Term and Renewal,\" shall be deleted in its entirety, and shall have no force or effect; and the following paragraph shall be substituted in its place:\n\n2.2.6 You must execute a general release, in a form prescribed by us, of any and all claims against us and our affiliates, and our and our affiliates' respective officers, directors, securities holders, agents, and employees, provided, however, that all rights enjoyed by you and any causes of action arising in your favor from the provisions of New York General Business Law Sections 680-695 and the regulations issued thereunder, shall remain in force; it being the intent of this provision that the non-waiver provisions of N.Y. Gen. Bus. Law Sections 687.4 and 687.5 be satisfied;\n\n2. Section 13.3.3 of the Agreement, under the heading \"Transfer of Interest,\" shall be deleted in its entirety, and shall have no force or effect; and the following paragraph shall be substituted in its place:\n\n13.3.3 That the transferor must execute a general release, in a form satisfactory to us, of any and all claims against us and our affiliates, and our respective officers, directors, shareholders, member, agents, and employees, provided, however, that all rights enjoyed by the transferor and any causes of action arising in its favor from the provisions of New York General Business Law Sections 680-695 and the regulations issued thereunder, shall remain in force; it being the intent of this provision that the non-waiver provisions of N.Y. Gen. Bus. Law Sections 687.4 and 687.5 be satisfied;\n\n3. Section 25.6 of the Agreement, under the heading \"Applicable Law; Dispute Resolution,\" shall be deleted in its entirety, and shall have no force or effect; and the following paragraph shall be substituted in lieu thereof:\n\n25.6 Nothing contained in this Agreement shall bar our right to seek injunctive relief against threatened conduct that will cause us loss or damages, under the usual equity rules, including the applicable rules for obtaining restraining orders and preliminary injunctions. FDD Exhibit H-23\n\n\n\n\n\n4. Section 25 of the Agreement, under the heading \"Applicable Law; Dispute Resolution,\" shall be amended by the addition of the following language:\n\nNothing in this Agreement should be considered a waiver of any right conferred upon you by New York General Business Law, Sections 680-695.\n\n5. There are circumstances in which an offering made by us would not fall within the scope of the New York General Business Law, Article 33, such as when the offer and acceptance occurred outside the state of New York. However, an offer or sale is deemed made in New York if you are domiciled in or the franchise will be opening in New York. We are required to furnish a New York prospectus to every prospective franchisee who is protected under the New York General Business Law, Article 33.\n\nIN WITNESS WHEREOF, we and you agree to be bound by the terms of this Amendment to be effective as of the Effective Date of the Franchise Agreement. GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISEE\n\nBy: By: Name: P. Ryan Langston Name: Title: Vice President and General Counsel Title: FDD Exhibit H-24\n\n\n\n\n\nADDENDUM TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF NORTH DAKOTA\n\nIn recognition of the requirements of the North Dakota Franchise Investment Law, N.D. Cent. Code, \u00a7\u00a7 51 19 01 through 51 19 17, and the policies of the office of the State of North Dakota Securities Commission, the Franchise Disclosure Document for Goosehead Insurance Agency, LLC shall be amended by the addition of the following language:\n\nThe North Dakota Securities Commissioner has held the following to be unfair, unjust, or inequitable to North Dakota franchisees (Section 51-19-09, N.D.C.C.):\n\nA. Restrictive Covenants: Franchise disclosure documents which disclose the existence of covenants restricting competition contrary to Section 9-08-06, N.D.C.C., without further disclosing that such covenants will be subject to this statute.\n\nB. Situs of Arbitration Proceedings: Franchise agreements providing that the parties must agree to arbitrate disputes at a location that is remote from the site of the franchisee's business.\n\nC. Restriction on Forum: Requiring North Dakota franchisees to consent to the jurisdiction of courts outside of North Dakota.\n\nD. Liquidated Damages and Termination Penalties: Requiring North Dakota franchisees to consent to liquidated damages or termination penalties.\n\nE. Applicable Laws: Franchise agreements which specify that any claims arising under the North Dakota franchise law will be governed by the laws of a state other than North Dakota.\n\nF. Waiver of Trial by Jury: Requiring North Dakota franchisees to consent to the waiver of a trial by jury.\n\nG. Waiver of Exemplary and Punitive Damages: Requiring North Dakota franchisees to consent to a waiver of exemplary and punitive damages.\n\nH. General Release: Requiring North Dakota franchisees to execute a general release of claims as a condition of renewal or transfer of a franchise.\n\nI. Limitation on Claims. Requiring North Dakota franchisees to consent to a limitation on when claims may be brought. FDD Exhibit H-25\n\n\n\n\n\nAMENDMENT TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT FOR THE STATE OF NORTH DAKOTA\n\nIn recognition of the requirements of the North Dakota Franchise Investment Law, N.D. Cent. Code, \u00a7\u00a7 51 19 01 through 51 19 17, and the policies of the office of the State of North Dakota Securities Commission, the parties to the attached Goosehead Insurance Agency, LLC Franchise Agreement (the \"Agreement\") agree as follows:\n\n1. The Agreement shall be amended by the addition of the following Section 29:\n\n29. The parties acknowledge and agree that they have been advised that the North Dakota Securities Commissioner has determined the following agreement provisions are unfair, unjust or inequitable to North Dakota franchisees:\n\nA. Restrictive Covenants: Any provision which discloses the existence of covenants restricting competition contrary to Section 9-08-06, N.D.C.C., without further disclosing that such covenants will be subject to this statute.\n\nB. Situs of Arbitration Proceedings: Any provision requiring that the parties must agree to arbitrate disputes at a location that is remote from the site of the Franchisee's business.\n\nC. Restriction on Forum: Any provision requiring North Dakota franchisees to consent to the jurisdiction of courts outside of North Dakota.\n\nD. Liquidated Damages and Termination Penalties: Any provision requiring North Dakota franchisees to consent to liquidated damages or termination penalties.\n\nE. Applicable Laws: Any provision which specifies that any claims arising under the North Dakota franchise law will be governed by the laws of a state other than North Dakota.\n\nF. Waiver of Trial by Jury: Any provision requiring North Dakota franchisees to consent to the waiver of a trial by jury.\n\nG. Waiver of Exemplary and Punitive Damages: Any provision requiring North Dakota franchisees to consent to a waiver of exemplary and punitive damages.\n\nH. General Release: Any provision requiring North Dakota franchisees to execute a general release of claims as a condition of renewal or transfer of a franchise.\n\nI. Limitation on Claims. Requiring North Dakota franchisees to consent to a limitation on when claims may be brought.\n\n[SIGNATURE PAGE FOLLOWS] FDD Exhibit H-26\n\n\n\n\n\nIN WITNESS WHEREOF, we and you agree to be bound by the terms of this Amendment to be effective as of the Effective Date of the Franchise Agreement. GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISEE\n\nBy: By: Name: P. Ryan Langston Name: Title: Vice President and General Counsel Title: FDD Exhibit H-27\n\n\n\n\n\nADDENDUM TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF RHODE ISLAND\n\nIn recognition of the requirements of the Rhode Island Franchise Investment Act, \u00a7\u00a7 19 28.1-1 through 19-28.1-34 the Franchise Disclosure Document for Goosehead Insurance Agency, LLC for use in the State of Rhode Island shall be amended to include the following:\n\n1. Item 17, \"Renewal, Termination, Transfer and Dispute Resolution,\" shall be amended by the addition of the following:\n\nSection 19-28.1-14 of the Rhode Island Franchise Investment Act provides that \"A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act.\"\n\n1. This addendum to the disclosure document shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Rhode Island Franchise Investment Act, \u00a7\u00a7 19-28.1-1 through 19-28.1-34, are met independently without reference to this addendum to the disclosure document. FDD Exhibit H-28\n\n\n\n\n\nAMENDMENT TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT FOR THE STATE OF RHODE ISLAND\n\nIn recognition of the requirements of the Rhode Island Franchise Investment Act, \u00a7\u00a7 19-28.1-1 through 19-28.1-34, the parties to the attached Goosehead Insurance Agency, LLC Franchise Agreement (the \"Agreement\") agree as follows:\n\n1. Section 27 of the Agreement, under the heading \"Applicable Law and Dispute Resolution,\" shall be amended by the addition of the following paragraph:\n\nSection 19-28.1-14 of the Rhode Island Franchise Investment Act provides that \"A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act.\"\n\n2. This amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Rhode Island Franchise Investment Act, \u00a7\u00a7 19-28.1-1 through 19-28.1-34, are met independently without reference to this amendment.\n\nIN WITNESS WHEREOF, we and you agree to be bound by the terms of this Amendment to be effective as of the Effective Date of the Franchise Agreement. GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISEE\n\nBy: By: Name: P. Ryan Langston Name: Title: Vice President and General Counsel Title: FDD Exhibit H-29\n\n\n\n\n\nADDENDUM TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF VIRGINIA\n\n1. Item 17 of the disclosure document is hereby modified by adding the following paragraphs to the end of provision entitled \"h. 'Cause' defined - non-curable defaults\":\n\nUnder Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to cancel a franchise without reasonable cause. If any ground for default or termination stated in the franchise agreement does not constitute 'reasonable cause,' as that term may be defined in the Virginia Retail Franchise Act or the laws of Virginia, that provision may not be enforceable.\n\nUnder Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to use undue influence to induce a franchisee to surrender any right given to him under the franchise. If any provision of the franchise agreement involves the use of undue influence by the franchisor to induce a franchisee to surrender any rights given to him under the franchise, that provision may not be enforceable. FDD Exhibit H-30\n\n\n\n\n\nADDENDUM TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF WASHINGTON\n\nIn recognition of the requirements of the Washington Franchise Investment Protection Act, Wash. Rev. Code \u00a7\u00a7 19.100.180, the Franchise Disclosure Document for Goosehead Insurance Agency, LLC in connection with the offer and sale of franchises for use in the State of Washington shall be amended to include the following:\n\n1. Item 17(d), \"Renewal, Termination, Transfer and Dispute Resolution,\" shall be amended by the addition of the following statement:\n\nFranchisees may terminate under any grounds permitted by law.\n\n2. Item 17, \"Renewal, Termination, Transfer and Dispute Resolution,\" shall be amended by the addition of the following paragraphs at the conclusion of the Item:\n\nThe state of Washington has a statute, RCW 19.100.180, which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.\n\nIn any arbitration involving a franchise purchased in Washington, the arbitration site shall be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration, or as determined by the arbitrator.\n\nIn the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.\n\nA release or waiver of rights executed by a franchisee shall not include rights under the Washington Franchise Investment Protection Act except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, rights or remedies under the Act such as a right to a jury trial may not be enforceable.\n\nTransfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.\n\n3. Each provision of this addendum to the disclosure document shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Washington Franchise Investment Protection Act, Wash. Rev. Code \u00a7\u00a7 19.100.180, are met independently without reference to this addendum to the disclosure document. FDD Exhibit H-31\n\n\n\n\n\nAMENDMENT TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT FOR THE STATE OF WASHINGTON\n\nIn recognition of the requirements of the Washington Franchise Investment Protection Act, Wash. Rev. Code \u00a7\u00a7 19.100.010 through 19.100.940, the parties to the attached Goosehead Insurance Agency, LLC Franchise Agreement agree as follows:\n\n1. The state of Washington has a statute, RCW 19.100.180, which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.\n\n2. In any arbitration involving a franchise purchased in Washington, the arbitration site shall be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration, or as determined by the arbitrator.\n\n3. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.\n\n4. A release or waiver of rights executed by a franchisee shall not include rights under the Washington Franchise Investment Protection Act except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, rights or remedies under the Act such as a right to a jury trial may not be enforceable.\n\n5. Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.\n\n6. Each provision of this amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Washington Franchise Investment Protection Act, Wash. Rev. Code \u00a7\u00a7 19.100.010 through 19.100.940, are met independently without reference to this amendment.\n\n[SIGNATURE PAGE FOLLOWS] FDD Exhibit H-32\n\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Washington amendment to the Franchise Agreement on the same date as the Franchise Agreement was executed GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISEE\n\nBy: By: Name: P. Ryan Langston Name: Title: Vice President and General Counsel Title: FDD Exhibit H-33"}]}, {"title": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "FORM OF CONTENT LICENSE AGREEMENT", "answer_start": 15}], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Licensor", "answer_start": 377}, {"text": "YOU ON DEMAND HOLDINGS, INC.", "answer_start": 393}, {"text": "Beijing Sun Seven Stars Culture Development Limited", "answer_start": 180}, {"text": "Licensee", "answer_start": 523}], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "___________, 2015", "answer_start": 114}], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "__________, 2015", "answer_start": 115}], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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).", "answer_start": 11952}], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "The merits of the dispute shall be resolved in accordance with the laws of the State of New York, without reference to its choice of law rules.", "answer_start": 27609}, {"text": "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.", "answer_start": 27096}], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [{"text": "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).", "answer_start": 10769}, {"text": "hould Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement.", "answer_start": 11151}], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": false}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 5818}, {"text": "Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. E", "answer_start": 5564}, {"text": "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.", "answer_start": 31564}], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "Such Advertising shall be determined by Licensee in its sole discretion and Licensee shall be entitled to retain all revenues resulting from the sale of Advertising.", "answer_start": 14776}, {"text": "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.", "answer_start": 7212}, {"text": "The consideration for the licenses granted by Licensor to Licensee under this Agreement is the issuance of the IP Common Shares as defined in the Securities Purchase Agreement, dated as of November 23, 2015, by and among the Licensee and the Licensor (the \"Share Consideration\").", "answer_start": 15044}], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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. Li", "answer_start": 15355}, {"text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:   i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), 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).", "answer_start": 3392}], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 12654}, {"text": "In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:   i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), 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).", "answer_start": 3392}], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": false}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 26622}], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 26622}], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "IdeanomicsInc_20151124_8-K_EX-10.2_9354744_EX-10.2_Content License Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.2   FORM OF CONTENT LICENSE AGREEMENT   THIS CONTENT LICENSE AGREEMENT (this \"Agreement\"), dated as of ___________, 2015 (the \"Effective Date\"), is entered into between Beijing Sun Seven Stars Culture Development Limited, a P.R.C. company with an address at Eastern Fangzheng Road, Southern Dongying Village, Hancunhe Town, Fangshan District, Beijing City, P.R.C. (\"Licensor\"), and YOU ON DEMAND HOLDINGS, INC., a Nevada corporation with an address at 375 Greenwich Street, Suite 516, New York, New York 10013 (\"Licensee\").   WHEREAS, Licensor and Licensee have agreed to enter into this Agreement, pursuant to which Licensor shall license to Licensee certain video programming on the terms and subject to the conditions contained in this Agreement.   NOW, THEREFORE, in consideration of the foregoing, the mutual promises and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and incorporating the above recitals with and into this Agreement, the parties hereby agree as follows:   TERMS AND CONDITIONS   1. Definitions.   (a) \"Additional Title\" shall have the meaning specified in Section 5.   (b) \"Advertising\" shall have the meaning specified in Section 9.   (c) \"Affiliate(s)\" shall mean an entity controlling, controlled by or under common control with a party. \"Control,\" for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.   (d) \"Confidential Information\" shall have the meaning specified in Section 14(a).   (e) \"Indemnified Party\" shall have the meaning specified in Section 13.   (f) \"Indemnifying Party\" shall have the meaning specified in Section 13.   (g) \"Licensor Marks\" shall have the meaning specified in Section 11.   (h) \"Materials\" shall have the meaning specified in Section 4(b).   (i) \"Mobile Sites\" shall mean any and all versions of the Licensee Sites optimized for delivery and/or distribution via a wireless network.   (j) \"Reports\" shall have the meaning specified in Section 8(b).\n\n  1\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n  (k) \"Share Consideration\" has the meaning specified in Section 10.   (l) \"Sites\" shall mean any and all websites, applications, products and other services through which Licensee (itself or through a third party) delivers content via the public Internet or an IP-based network, regardless of whether the device used to access such websites, applications, products or other services is a laptop or desktop computer, mobile device, tablet, mobile phone, set-top box, or other device.   (m) \"Term\" shall have the meaning specified in Section 7.   (n) \"Territory\" shall mean mainland China.   (o) \"Titles\" shall mean the programming listed on Schedule A (as Schedule A may be amended in accordance with Section 5 from time to time).   (p) \"Users\" shall mean all subscribers to Licensee's services.   (q) \"VOD\" shall mean a system that allows for the exhibition of video programming chosen by a subscriber for display on that subscriber's video display unit on an on-demand basis, such that a subscriber is able, at his or her discretion, to select the time for commencement of exhibition, and shall include subscription VOD (\"SVOD\"), transactional VOD (\"TVOD\"), ad-supported VOD (\"AVOD\") and free VOD.   2. Rights Granted.   (a) License Grant. In exchange for the Share Consideration, Licensor hereby grants to Licensee a non-exclusive, royalty-free, perpetual and non-perpetual license (subject to the duration for which Licensor has the rights to each Title as specified in Schedule A1-A5 of Schedule A) to:   i. license, exhibit, distribute, reproduce, transmit, perform, display, and otherwise exploit and make available each Title within the Territory in any language by VOD (including SVOD, TVOD, AVOD and free VOD) for Internet, TV and mobile platforms (including, but not limited to, OTT streaming services, Sites and Mobile Sites), 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). China's current Internet TV license holders include: CNTV (\u4e2d\u56fd\u7f51\u7edc\u7535\u89c6\u53f0/\u672a\u6765\u7535\u89c6), BesTV (\u767e\u89c6\u901a), Wasu (\u534e\u6570), Southern Media Cooperation (\u5357\u65b9\u4f20\u5a92), Hunan TV (\u8292\u679cTV), China National Radio/Galaxy Internet TV (GITV) (\u94f6\u6cb3\u7535\u89c6), and China Radio International (\u4e2d\u56fd\u56fd\u9645\u5e7f\u64ad\u7535\u53f0).\n\n  2\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n  ii. copy and dub the Titles, and authorize any person to do the foregoing. Licensee shall also have the right to make (or have made on its behalf) translations of the Titles.   iii. promote each Title in any manner or media, including, without limitation, the right to use and license others to use Licensor's name, the title of, trailers created for and excerpts from such Title (including but not limited to audio portions only), Materials and the name, voice and likeness of and any biographical material concerning all persons appearing in or connected with such Title for the purpose of advertising, promoting and/or publicizing such Title, Licensee and the program service on which the Title is exhibited;   iv. use the Titles for (i) audience and marketing testing, (ii) sponsor/advertiser screening, and (iii) reference and file purposes; and   v. include Licensee's name, trademark and logo in the Titles to identify Licensee as the exhibitor of the Titles.   (b) Sublicensing. Licensee shall have the right to assign or sublicense any or all of its rights granted under this Agreement, in whole or in part, to third parties exhibiting the Titles in the ordinary course of Licensee's business with prior written notice to Licensor. 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.   (c) Display of Titles. Licensee agrees to display the Titles without material alteration to the content thereof. Licensee may modify or edit the format of the Titles for technical purposes. Nothing in this Agreement prevents Licensee from providing Users with the ability to use the Titles as permitted by law or in a manner for which a license is not required.   (d) Removal of Titles. If Licensee receives written notice from Licensor that Licensor no longer has the rights to provide a Title to Licensee, Licensee shall use commercially reasonable efforts to remove such Title from Licensee's services.  Nothing in this Agreement shall obligate Licensee to distribute, exhibit or otherwise use any Title. In addition, should Licensee deem any aspect of any Title as either inappropriate or otherwise objectionable or undesirable (whether for editorial, legal, business or other reasons), Licensee reserves the right, but does not assume the obligation, to discontinue distribution of such Title, without liability and without limiting any rights or remedies to which Licensee may be entitled, whether under this Agreement, at law, or in equity.   (e) Profit Participation. 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. Licensee will not have distribution rights or any other rights to the content in Schedule A6 of Schedule A under Section 2(a)-(d). If for any reason the A6 projects do not get produced, SSS will\n\n  3\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n  substitute comparable projects, to be mutually approved.\" [PRIOR TO EXECUTION OF THIS AGREEMENT, THE PARTIES WILL AGREE UPON APPROPRIATE LANGUAGE AND PROVISONS FOR THE PAYMENT OF PROFIT INTEREST, AUDIT RIGHTSS AND DISPUTE PROVISIONS.]   3. Licenses and Clearances.   Licensor shall be solely responsible for the Titles and any and all legal liability resulting from the Titles, excluding any legal liability caused by Licensee's breach of this Agreement or gross negligence with regards to the Titles. Without limiting the generality of the foregoing, Licensor shall be solely responsible for any and all royalties and other fees payable to any applicable licensor(s) or any third party for distribution of the Titles by Licensee (including, without limitation, residuals and clearances or other payments to guilds or unions and rights for music clearances, such as performance rights, synchronization rights and mechanical rights), and all other fees, payments and obligations arising out of the activities contemplated by this Agreement, and Licensee shall have no responsibility or liability for any such royalties or fees. Licensor acknowledges that Licensee cannot and does not undertake to review, and shall not be responsible for Users' unauthorized use or exploitation of, the Titles. Should Licensee become aware of Users' unauthorized use or exploitation of the Titles, Licensee shall immediately report such use to Licensor.   4. Delivery Requirements; Customer Service.   (a) Within fifteen (15) days after the Effective Date or on December 31, 2015 (whichever is earlier), Licensor shall (at Licensor's sole expense), make the Titles available either online or by hard drive to Licensee or the third-party vendor specified by Licensee to provide or deliver the Titles from Licensee's or its third-party vendor's facilities. Delivery of the Titles shall be deemed complete if Licensor makes the Titles available in accordance with the previous sentence. If, from time to time, Licensee requests an alternate delivery method for the Titles and/or the implementation of Licensee's technical specifications relating to the online delivery of the Titles, then Licensor will use commercially reasonable efforts to comply with each such request.   (b) When Licensor delivers each Title to Licensee, Licensor shall provide Licensee (at the place specified by Licensee) with all available promotional materials for such Title, including, but not limited to, captioned photographs, brochures, a synopsis and description of such Title, a complete list of cast and credits, biographies of key performers, and any electronic press kits, trailers or featurettes created for such Title (collectively, the \"Materials\").   (c) In the event of technical problems with any of the Titles, each party shall use commercially reasonable efforts to notify the other and to remedy any such problems in a timely manner.\n\n  4\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n  (d) Licensor will provide Licensee with reasonable assistance in responding to User inquiries regarding the Titles.   5. Additional Titles.   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). Licensor will promptly provide written notice to Licensee in which Licensor lists each Additional Title. Should Licensee agree to be the vendor for an Additional Title, Licensor and Licensee will negotiate in good faith to mutually agree upon the pricing and terms for each Additional Title in an amendment to this Agreement. Licensor will deliver each Additional Title in accordance with Section 4(a). Unless otherwise expressly stated in such an amendment, each Additional Title listed in such an amendment will be deemed a \"Title\" and Schedule A will be deemed amended to include such Additional Title.   6. Expansion of Licensee's VOD Services.   Licensor will use its partners and media channels to expand distribution of Licensee's VOD services to more cable MSOs and all other platforms for which Licensee is permitted to distribute the Titles under Section 2(a)(i).   7. Term and Termination.   (a) 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).   (b) This Agreement may be terminated at any time by either party, effective immediately upon written notice, if the other party: (i) becomes insolvent; (ii) files a petition in bankruptcy; or (iii) makes an assignment for the benefit of its creditors. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after the date that it receives written notice of such breach from the non-breaching party.   (c) 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. Sections 1, 7, 8(a), 12, 13, 14, 15, 16 and 17 shall survive any expiration or termination of this Agreement in perpetuity.\n\n  5\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n  8. Privacy and Data Collection; Reports.   (a) All User information (including, without limitation, any personally identifiable information and statistical information regarding Users' use and viewing of the Titles) generated, collected or created in connection with the display of the Titles through Licensee's services shall be considered Confidential Information of Licensee, and all right, title and interest in and to such information shall be owned by Licensee.   (b) Licensee will provide Licensor with reports (\"Reports\") containing statistical information collected by Licensee on (i) Users' use of the Titles, (ii) distribution channels used by Licensee for the distribution of the Titles, (iii) sub-licensees to which the Titles were sub-distributed by Licensee and (if permitted under Licensee's agreements with the sublicensees) any relevant reports received by Licensee from those sublicensees, and (iv) any other information that the Licensor may request Licensee to gather from time to time, subject to mutual approval. The Reports will be delivered in a format that is mutually agreed upon by the parties. The Reports and all information contained in the Reports shall be considered Confidential Information of Licensee, and all right, title and interest in and to such Reports and information shall be owned by Licensee.   9. Advertising.   The parties acknowledge and agree that Licensee's services may contain advertising, promotions and/or sponsorship material (collectively, \"Advertising\"). Such Advertising shall be determined by Licensee in its sole discretion and Licensee shall be entitled to retain all revenues resulting from the sale of Advertising.   10. Consideration.   No royalty or fees of any kind shall be owed by Licensee under this Agreement. The consideration for the licenses granted by Licensor to Licensee under this Agreement is the issuance of the IP Common Shares as defined in the Securities Purchase Agreement, dated as of November 23, 2015, by and among the Licensee and the Licensor (the \"Share Consideration\").   11. Use of Licensor Marks.   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. Licensee acknowledges and agrees that Licensee's use of the Licensor Marks shall inure to the benefit of Licensor. Should Licensor find objectionable any use of the Licensor Marks by Licensee, Licensor shall have the right to revoke, with respect to the objectionable use, the rights granted to Licensee under this Agreement to use the Licensor Marks, and Licensee shall promptly cease using the Licensor Marks in the manner found objectionable by Licensor.\n\n  6\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n  12. Representations and Warranties.   (a) Licensor represents and warrants that:   i. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Licensor and this Agreement constitutes a valid and legally binding agreement of Licensor enforceable against Licensor in accordance with its terms;   ii. It will not take or authorize any action, or fail to take any action, by which any of the rights in any Title granted herein may be impaired in any way;   iii. It has all rights and authority necessary to fully perform its obligations and grant the rights granted under this Agreement and all rights in and to the Titles and in and to all literary, artistic, dramatic, intellectual property and musical material included therein required for the exercise of rights granted in this Agreement without liability of any kind to any third party; provided however, that this representation and warranty shall not apply to non-dramatic performing rights in music to the extent that they are controlled by SESAC, ASCAP or BMI or to the extent that such music is in the public domain;   iv. Each Title is and will be protected during the Term by copyright throughout the Territory;   v. There are no taxes, charges, fees, royalties or other amounts owed to any party other than as set forth in this Agreement for the exercise of rights granted in this Agreement and Licensor has paid or will pay all charges, taxes, license fees and other amounts that have been or may become owed in connection with the Titles or the exercise of any rights granted under this Agreement;   vi. Licensor shall make all payments which may become due to any union or guild and to any third parties who rendered services in connection with the production of the Titles by virtue of the use made of the Titles hereunder;   vii. No claim or litigation is pending or threatened and no lien, charge, restriction or encumbrance is in existence with respect to any Title that would adversely affect or impair any of the rights granted under this Agreement;   viii. The Titles, Materials and Licensor Marks will not violate or infringe any common law or statutory right of any person or other entity including, without limitation, any contractual rights, proprietary rights, trademark, service mark, copyright or patent rights, or any rights of privacy or publicity;   ix. The Titles, Materials and the Licensor Marks will not be unlawful, slanderous or libelous; and   x. To the extent that any Title makes any claims or renders any instruction or advice, such claim, instruction or advice shall comply with all federal, state and\n\n  7\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n  other applicable laws and regulations and shall cause no harm to any person or entity following or acting in accordance with such instruction or advice.   (b) Licensee represents and warrants that:   i. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Licensee and this Agreement constitutes a valid and legally binding agreement of Licensee enforceable against Licensee in accordance with its terms;   ii. It will use the Titles solely as permitted under this Agreement;   iii. It has the full right, capacity and authority to enter into this Agreement and to perform all of its obligations hereunder; and   iv. As of the Effective Date, there is no claim, action, suit, investigation or proceeding relating to or affecting Licensee pending or threatened, in law or in equity, or any other circumstance which might adversely affect Licensee's ability to perform all of its obligations hereunder.   13. Indemnification.   Each party shall defend, indemnify and hold the other party and its Affiliates, and their respective directors, officers, employees, agents, successors, assigns, licensees and distributors harmless from and against any and all judgments, settlements, damages, penalties, costs and expenses (including, but not limited to, reasonable attorneys' fees) arising out of any third party claims relating to the Indemnifying Party's breach or alleged breach of any of its representations, warranties, covenants or obligations hereunder. The party seeking indemnification (the \"Indemnified Party\") will give prompt notice to the indemnifying party (the \"Indemnifying Party\") of any claim for which the Indemnified Party seeks indemnification under this Agreement; provided, however, that failure to give prompt notice will not relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual material prejudice by such failure). The Indemnified Party will reasonably cooperate (at the Indemnifying Party's expense) in the defense of any claim for which the Indemnified Party seeks indemnification under this Section 13. The Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) any such action, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless: (i) the employment of counsel by the Indemnified Party has been authorized by the Indemnifying Party; (ii) the Indemnified Party has been advised by its counsel in writing that there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of the action (in which case the Indemnifying Party will not have the right to direct the defense of the action on behalf of the Indemnified Party); or (iii) the Indemnifying Party has not in fact employed counsel to assume the defense of the action within a reasonable time following receipt of the notice given pursuant to this Section 13, in each of which cases the fees and expenses of such counsel will be at the expense of the Indemnifying Party. The Indemnifying Party\n\n  8\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n  will not be liable for any settlement of an action effected without its written consent (which consent will not be unreasonably withheld or delayed), nor will the Indemnifying Party settle any such action without the written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed). The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party a release from all liability with respect to the claim.   14. Confidentiality.   (a) Confidential Information. \"Confidential Information\" means all non-public information about the disclosing party's business or activities that is marked or designated by such party as \"confidential\" or \"proprietary\" at the time of disclosure or that reasonably would be understood to be confidential given the circumstances of disclosure. Notwithstanding the foregoing, Confidential Information does not include information that: (a) is in or enters the public domain without breach of this Agreement; (b) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (c) the receiving party rightfully knew prior to receiving such information from the disclosing party; or (d) the receiving party develops entirely independently of, and without any access or reference to or use of, any Confidential Information communicated to the receiving party by the disclosing party.   (b) Restrictions. Each party agrees that, during the Term and for two (2) years thereafter: (i) it will not disclose to any third party any Confidential Information disclosed to it by the other party except as expressly permitted in this Agreement; (ii) it will only permit access to Confidential Information of the disclosing party to those of its employees or authorized representatives or advisors (including, without limitation, the receiving party's auditors, accountants, and attorneys) having a need to know and who, prior to obtaining such access, are legally bound to protect the disclosing party's Confidential Information at least to the same extent as set forth herein; (iii) it will use any Confidential Information disclosed to it by the other party only for the purpose of performing its obligations or exercising its rights under this Agreement and not for any other purpose, whether for such party's own benefit or the benefit of any third party; (iv) it will maintain the confidentiality of all Confidential Information of the other party in its possession or control; and (v) that (x) upon the expiration or termination of this Agreement, or (y) at any time the disclosing party may so request, it will deliver promptly to the disclosing party, or, at the disclosing party's option, it will destroy, all Confidential Information of the disclosing party that it may then possess or have under its control. Notwithstanding the foregoing, each party may disclose Confidential Information of the other party to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law, provided that such party will, as soon as reasonably practicable, provide the disclosing party with written notice of such requirement so that the disclosing\n\n  9\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n  party may seek a protective order or other appropriate remedy. The receiving party and its representatives will cooperate fully with the disclosing party to obtain any such protective order or other remedy. If the disclosing party elects not to seek, or is unsuccessful in obtaining, any such protective order or similar remedy and if the receiving party receives advice from reputable legal counsel confirming that the disclosure of Confidential Information is required pursuant to applicable law, then the receiving party may disclose such Confidential Information to the extent required; provided, however, that the receiving party will use commercially reasonable efforts to ensure that such Confidential Information is treated confidentially by each party to which it is disclosed.   15. Disclaimers.   EXCEPT AS EXPRESSLY STATED IN SECTION 12, THE PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT.   16. Limitation of 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.   17. Miscellaneous.   (a) 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.   (b) Dispute Resolution. Any dispute, controversy and/or difference which may arise out of or in connection with or in relation to this Agreement, shall be solely and finally settled by binding arbitration pursuant to then-current rules of the International Chamber of Commerce. Such arbitration shall be held in New York, New York. The merits of the dispute shall be resolved in accordance with the laws of the State of New York, without reference to its choice of law rules. The tribunal shall consist of three arbitrators, each of whom shall be knowledgeable in the subject matter hereof. The arbitration shall be conducted in the English language, and all documents shall be submitted in English or be accompanied by a certified English translation. The arbitrators will provide a written explanation to the parties of any arbitration award. The award thereof shall be final and binding upon the parties hereto, and judgment on such award may be entered in any court or tribunal having jurisdiction, and the parties hereby irrevocably waive any objection to the jurisdiction of such courts based on any ground,\n\n  10\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n  including without limitation, improper venue or forum non conveniens. The parties and the arbitration panel shall be bound to maintain the confidentiality of this Agreement, the dispute and any award, except to the extent necessary to enforce any such award. The prevailing party, if a party is so designated in the arbitration award, shall be entitled to recover from the other party its costs and fees, including attorneys' fees, associated with such arbitration. By agreeing to this binding arbitration provision, the parties understand that they are waiving certain rights and protections which may otherwise be available if a dispute between the parties were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, and a right to invoke formal rules of procedure and evidence. Notwithstanding anything to the contrary herein, each party shall be entitled, at any time, without first resorting to the dispute resolution process set forth above, to seek injunctive or other equitable relief from any court of competent jurisdiction, wherever such party deems appropriate, in order to preserve or enforce such party's rights hereunder.   (c) Non-Exclusivity. Nothing in this Agreement limits or restricts Licensee from entering into any similar agreements with any third party.   (d) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. In the event that any provision of this Agreement is determined to be invalid, unenforceable or otherwise illegal, such provision shall be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement shall remain in full force and effect.   (e) Waiver. No term or condition of this Agreement shall be deemed waived, and no breach shall be deemed excused, unless such waiver or excuse is in writing and is executed by the party against whom such waiver or excuse is claimed.   (f) Entire Agreement. This Agreement contains the entire agreement and understanding between the parties with regard to the subject matter hereof, and supersedes all prior and contemporaneous oral or written agreements and representations with respect to such subject matter. This Agreement may be modified or amended only in a writing signed by all parties.   (g) Jury Trial Waiver. THE PARTIES SPECIFICALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY COURT WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS, OR STATUTORY CLAIM, COUNTERCLAIM, OR CROSS-CLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS AGREEMENT, BECAUSE THE PARTIES HERETO, BOTH OF WHOM ARE REPRESENTED BY COUNSEL, BELIEVE THAT THE COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF THEIR DEALINGS WITH ONE ANOTHER MAKE A JURY DETERMINATION NEITHER DESIRABLE NOR APPROPRIATE.\n\n  11\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n  (h) 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. This Agreement will be binding upon, and inure to the benefit of, the respective permitted assignees, transferees and successors of each of the parties.   (i) No Third Party Beneficiaries. The parties acknowledge and agree that there are no third party beneficiaries to this Agreement.   (j) Interpretation. In interpreting the terms and conditions of this Agreement, no presumption shall be interpreted for or against a party as a result of the role of such party in the drafting of this Agreement. Sections headings are for convenience only and shall not be used to interpret this Agreement.   (k) Notice. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given upon receipt or refusal: (i) by overnight courier service; (ii) hand delivery; or (iii) by certified or registered mail, return receipt requested. Notice shall be sent to the addresses set forth below or to such other address as either party may specify in a notice given under this Section 17(k).   If to Licensee:   You On Demand Holdings, Inc. 375 Greenwich Street, Suite 516 New York, New York 10013 Attn: Mr. Xuesong Song   With a copy (which shall not constitute notice or such other communication) to each of: Cooley LLP The Grace Building 1114 Avenue of the Americas New York, New York 10036-7798 Attn: William Haddad   and Cooley LLP 101 California Street, 5th Floor San Francisco, California 94111-5800 Attn: Garth Osterman\n\n  12\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n  If to Licensor:   Beijing Sun Seven Stars Culture Development Limited Eastern Fangzheng Road Southern Dongying Village Hancunhe Town Fangshan District Beijing City, P.R.C. Attn: Zhang Jie   With a copy (which shall not constitute notice or such other communication) to: Shanghai Sun Seven Stars Cultural Development Limited 686 WuZhong Road, Tower D, 9th Floor Shanghai, China 201103 Attn: Polly Wang   (l) Press Releases. Unless required by law, neither party will, without the prior written approval of the other party, issue any press release or similar announcement relating to the existence or terms of this Agreement.   (m) Counterparts. This Agreement may be executed in counterparts, all of which when taken together shall be deemed to constitute one and the same instrument.   [Signature Page Follows]\n\n  13\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n  IN WITNESS WHEREOF and intending to be legally bound hereby, the parties have executed this Content License Agreement as of the date first set forth above.   LICENSOR:   BEIJING SUN SEVEN STARS CULTURE DEVELOPMENT LIMITED   By:     Name: Bruno Wu   Title: Chairman & CEO     LICENSEE:   YOU ON DEMAND HOLDINGS, INC.   By:     Name:     Title:       [SIGNATURE PAGE TO CONTENT LICENSE AGREEMENT]\n\n\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015\n\n\n\n\n\n\n\n  SCHEDULE A   TITLES\n\n\n\nSource: IDEANOMICS, INC., 8-K, 11/24/2015"}]}, {"title": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "JOINT FILING AGREEMENT", "answer_start": 13}], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "MERCK KGAA, DARMSTADT, GERMANY", "answer_start": 548}, {"text": "ARES TRADING SA", "answer_start": 346}, {"text": "MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY", "answer_start": 492}], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "PRECIGEN,INC_01_22_2020-EX-99.1-JOINT FILING AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 99.1 JOINT FILING AGREEMENT Additional Reporting Person (a): Merck Serono SA Address: Zone Industrielle 1267 Coinsins, Switzerland Additional Reporting Person (b): Merck KGaA Address: Frankfurter Str. 250 64293 Darmstadt, Germany Designated Filer: Ares Trading SA Issuer and CUSIP: Intrexon Corporation (46122T102) Dated: January 7, 2019 ARES TRADING SA ARES TRADING SA By: /s/ C\u00e9dric Hyde By: /s/ Luigia Bocola Name: C\u00e9dric Hyde Name: Luigia Bocola Title: CFO Title: Finance Manager MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY MERCK SERONO SA, COINSINS, SWITZERLAND, AN AFFILIATE OF MERCK KGAA, DARMSTADT, GERMANY By: /s/ C\u00e9dric Hyde By: /s/ Tearaboth Te Name: C\u00e9dric Hyde Name: Tearaboth Te Title: CFO Title: Treasury Director MERCK KGAA, DARMSTADT, GERMANY MERCK KGAA, DARMSTADT, GERMANY By: /s/ Rando Bruns By: /s/ Tim Nielsen Name: Rando Bruns Name: Tim Nielsen Title: Head of Treasury Title: Head of Capital Markets"}]}, {"title": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "OUTSOURCING AGREEMENT", "answer_start": 64}], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Photronics, Inc.", "answer_start": 178}, {"text": "PDMC", "answer_start": 719}, {"text": "Xiamen American Japan Photronics Mask Co., Ltd.", "answer_start": 732}, {"text": "Each of Photronics and DNP is hereinafter referred to as a \"Shareholder\" and collectively as the \"Shareholders\", each of the Shareholders and PDMC is hereinafter referred to as a \"Supplier\" and collectively as the \"Suppliers\", and each of the Suppliers and the Company is hereinafter referred to as a \"Party\" and collectively as the \"Parties.\"", "answer_start": 1056}, {"text": "Dai Nippon Printing Co., Ltd.", "answer_start": 325}, {"text": "Photronics", "answer_start": 178}, {"text": "Company", "answer_start": 583}, {"text": "Photronics DNP Photomask Corporation", "answer_start": 486}, {"text": "DNP", "answer_start": 478}], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "16t h day of May, 2017,", "answer_start": 140}], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 15253}], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [{"text": "EXCEPT FOR LIABILITY ARISING FROM BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS CONTAINED IN THE NON-DISCLOSURE CLAUSE IN SECTION 12.17 OF THE CHINA JV OPERATING AGREEMENT, BREACHES OF LICENSE GRANTS CONTAINED HEREIN, AND EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES TO FULFILL INDEMNITY OBLIGATIONS DESCRIBED IN ARTICLE 8, (A) IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHERS, OR TO ANY PARTY CLAIMING THROUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (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.", "answer_start": 19175}], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": false}, {"answers": [{"text": "EXCEPT FOR LIABILITY ARISING FROM BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS CONTAINED IN THE NON-DISCLOSURE CLAUSE IN SECTION 12.17 OF THE CHINA JV OPERATING AGREEMENT, BREACHES OF LICENSE GRANTS CONTAINED HEREIN, AND EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES TO FULFILL INDEMNITY OBLIGATIONS DESCRIBED IN ARTICLE 8, (A) IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHERS, OR TO ANY PARTY CLAIMING THROUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (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.", "answer_start": 19175}, {"text": "THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.", "answer_start": 20254}, {"text": "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.", "answer_start": 14664}], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [{"text": "If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product.", "answer_start": 14398}, {"text": "\"Warranty Period\" means a period of [***]from the relevant Supplier's shipment of the Product.", "answer_start": 24464}, {"text": "Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period.", "answer_start": 13890}], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": false}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "PhotronicsInc_20171219_10-QA_EX-10.28_10982650_EX-10.28_Outsourcing Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.28   Execution Version   OUTSOURCING AGREEMENT\n\nThis OUTSOURCING AGREEMENT (this \"Agreement\") is made and entered into as of the 16t h day of May, 2017, by and among\n\nPhotronics, Inc., a Connecticut corporation with its principal place of business at 15 Secor Road, Brookfield, Connecticut, U.S.A (\"Photronics\"),\n\nDai Nippon Printing Co., Ltd., a Japanese corporation with its principal place of business at 1-1, Ichigaya Kagacho 1-chome, Shinjuku-ku, Tokyo, Japan (\"DNP\"),\n\nPhotronics DNP Photomask Corporation, a company limited by shares organized and formed under the Company Act of the Republic of China with its principal place of business at 4f, #2, Li-Hsin Road, Science Park, Hsinchu, Taiwan, ROC (\"PDMC\"), and\n\nXiamen American Japan Photronics Mask Co., Ltd., a limited liability company organized and formed under the People's Republic of China with its principal place of business at R203-95, South Building of Torch Square, No. 56-58 Torch Road, Gaoxin District, Xiamen, Fujian Province, Peoples Republic of China (the \"Company\").\n\nEach of Photronics and DNP is hereinafter referred to as a \"Shareholder\" and collectively as the \"Shareholders\", each of the Shareholders and PDMC is hereinafter referred to as a \"Supplier\" and collectively as the \"Suppliers\", and each of the Suppliers and the Company is hereinafter referred to as a \"Party\" and collectively as the \"Parties.\"\n\nARTICLE 1. BACKGROUND   Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into \"Joint Venture Operating Agreement\" (the \"China JV Operating Agreement\") dated as of the 16t h day of May, 2017. In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein.\n\nThe Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof. All terms and conditions for [***]will be governed by this Agreement. Any and all [***]set forth in Section 5.15 of the China JV Operating Agreement.\n\n1.1 Defined Terms   Unless otherwise defined in this Agreement and Schedule 1 hereof, terms defined in the China JV Operating Agreement shall have the same meanings when used in this Agreement.\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n1.2 Incorporation by Reference   Section 12 (Miscellaneous) of the China JV Operating Agreement shall be incorporated by reference into and form an integral part of this Agreement, mutatis mutandis.\n\nARTICLE 2. PURCHASE ORDERS\n\n2.1 Outsource and Issuance of Purchase Orders   Subject to the terms and conditions mentioned hereunder, the Parties agree to the outsource model based on [***]as follows, and the Parties also agree that they may add additional Products to this Agreement through additional Purchase Orders [***]\n\nFor the avoidance of doubt, the outsource model is purely made based on the [***]\n\nMoreover, it is acknowledged by the Parties that[***] Therefore, subject to the prior notification to, and the instruction and the express approval of the customers, the Steering Committee could reasonably decide or change the outsource model at its own discretion in accordance with the China JV Operating Agreement.\n\nIn any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***]\n\nA. Outsource Transition Period   During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***]\n\n(d) [***]and\n\n(e) [***]\n\nB. Post Outsource Transition Period   (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the \"Outsource Stepdown Rules\") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***]\n\nFor the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***]\n\n2\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n(b) If PDMC and the Company [***] (i) if [***]or (ii) if [***].\n\nC. General (a) The Purchase Orders for the [***][***]in accordance with the .\n\n(b) PDMC and the Company will make best efforts to be [***]The terms and conditions of such [***]\n\n(c) For the avoidance of doubt, the Parties agree and confirm that, during the Outsource Transition Period and aside from the Outsource Stepdown Rules in [***].\n\n(d) The Parties acknowledge and agree that [***]\n\n2.2 Purchase Orders   The Suppliers will make good faith efforts to accept all [***]from the Company that comply with this Agreement including adhering to all relevant specifications of the Product as set forth in the [***]entered into between the Company and the Supplier (including the [***] (as defined below)). The Suppliers shall notify the Company of acceptance or rejection of a [***]within [***]hours of receipt of a [***]. Failure of the Suppliers to accept or reject a [***]within [***]hours shall constitute acceptance of such [***]. The lead time for the Products will be as set forth in the applicable [***]. Each [***]shall include the following: (a) the Company's [***]number; (b) identification of the quantity and type of the Product ordered by the Company; (c) the price of each Product ordered per Schedule 2 attached hereto; (d) the requested delivery date (subject to the applicable Product Lead Time); (e) any shipping instructions, including preferred carrier and shipping destination; and (f) the specifications for the Product.   Notwithstanding anything contained in this Agreement and the China JV Operating Agreement to the contrary, and for the sake of clarity, [***].   2.3 Purchase Order Terms   All [***]agreed to between the Company and a Supplier shall be governed by this Agreement unless otherwise agreed by the Company and the [***]which receives such [***]in writing; the Parties agree that the [***]submitted by the Company to any of the [***] will mirror the terms and conditions of the [***]with respect to specification for the Product and the end customer's requirement submitted to the Company by the Company's [***]. Those terms and conditions of the [***]may be discussed and agreed between the Company and any of the Suppliers prior to issuance of such [***]to any of the [***].\n\n2.4 Rescheduling and Cancellation   The Company may not [***]any portion of an accepted [***]unless the Supplier fails to fulfill any material term of such accepted [***]. The Suppliers shall at all times use prudent material planning practices, including by way of example, [***]. The Company [***]will be provided on a [***] basis covering a rolling [***]period. The Company will provide the Suppliers with such [***]which will be updated [***] and [***]which will be updated [***] and will be used for planning purposes only. If a Supplier's ability to supply any Product is constrained for any reason, such Supplier shall immediately notify the Company of such supply constraint for the purpose of resolving the same.\n\n3\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n2.5 End of Life   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. When the Company becomes aware that any of its customers will finish purchasing any type of the Products, the Company shall promptly notify the Supplier(s) thereof. 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 [***].\n\n2.6 Certain Claims   Notwithstanding any other provisions in this Agreement, either Supplier may [***]after Suppliers' receipt of a written [***] that is deemed credible by written opinion of the relevant Supplier's outside counsel, provided that the relevant Supplier also [***] with respect to such Product; provided further that (i) relevant Supplier shall give the Company at [***]calendar days prior written notice of its intent to discontinue [***], and (ii) at the Company's request, if the Company will using the [***], Suppliers will provide the Company with all reasonable information and assistance necessary, [***]to the relevant [***]in accordance with the terms and conditions to be agreed by the relevant Supplier and the Company, to enable the Company to manufacture or have the [***].   Any such granted [***]shall [***] and provided information shall be destroyed or returned in the event the relevant Supplier resumes[***]. The Company shall defend, indemnify and hold harmless the relevant Supplier from and against any claims, expenses and costs (including but not limited to attorney and other professional fees and expenses), settlement of third party claims (if negotiated and approved by the Company), damages and liability arising from or related to [***]or the violation of the [***] of any [***]solely with respect to the Company's manufacture, use, sale, offering for sale, importation or distribution of any [***]during the [***]calendar days period specified in this Section 2.6 or manufactured by or on behalf of the Company under the license granted in this Section 2.6.\n\n2.7 Priority for New Products   [***] for the Company will be reviewed and discussed by the Steering Committee. The Steering Committee role will be as defined in Section 5.15 of the China JV Operating Agreement.\n\nARTICLE 3. PURCHASE ORDER ALLOCATION\n\nNotwithstanding any other provisions in this Agreement, the Parties agree that, [***]hereunder by the Company to any of the Suppliers shall be at [***] pursuant to the [***]of the Company taking into account the [***]of the Company's [***]and the [***] for the [***]; provided however that the Company will attempt to allocate the [***] with each Supplier pursuant to the [***]set forth in Section 2.1 above. The Parties will review the [***] of orders between Suppliers on a [***]. If at the end of each [***]the [***]to one of the Suppliers is not consistent with the [***]set forth in Section 2.1 above, the Company will attempt to [***]to the Suppliers with [***]for the [***]until such Supplier has received [***]set forth in Section 2.1 above. Notwithstanding the above, each of the Parties agrees and acknowledges that if a Supplier cannot provide Product to the Company because of [***]of the Company, then the Company will be [***] to seek the Product from the other Supplier without [***]of Product orders between the Suppliers.\n\n4\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\nARTICLE 4. PRODUCT PRICES AND PAYMENT\n\n4.1 Prices   The purchase price for the Product shall be as set forth in Schedule 2.\n\n4.2 Invoices; Payments   The Suppliers shall issue invoices to the Company for any amounts payable to the Suppliers pursuant to this Agreement upon shipment of the applicable Products to the Company. Payments for Products delivered in accordance with the Purchase Orders, and any other to be made by the Company to Suppliers hereunder, shall be made in the Applicable Currency within [***]from the shipment of the applicable Products delivered.\n\n4.3 Taxes   All amounts payable for Product sold by the Suppliers to the Company hereunder are exclusive of any taxes. The Company shall be responsible for and shall pay any applicable sales, use, excise or similar taxes, including value added taxes and customs duties due on the importation of the Products and arising from purchases made by the Company under this Agreement, excluding any taxes based on the Suppliers' income and any applicable withholding taxes. All such taxes shall be determined based upon the final shipment designation of the items identified on the invoice.   ARTICLE 5. DELIVERY\n\n5.1 Risk of Loss and Title   Delivery of all Products shall be made pursuant to the Delivery Term. Risk of loss for the Products and title to the Products shall pass to the Company in accordance with the Delivery Term.\n\n5.2 Delivery   Suppliers shall deliver the Product to the Company in accordance with the Delivery Term, shipping instructions in the Purchase Order issued by the Company with regard to the requested delivery date (subject to the Product Lead Time), ship-to address, and carrier. If the Company does not provide shipping instructions, the Suppliers will select the carrier on a commercially reasonable basis. Suppliers shall be responsible for paying freight, handling, shipping and/or insurance charges to the delivery point in accordance with the Delivery Term.\n\n5\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\nARTICLE 6. LIMITED WARRANTIES\n\n6.1 Suppliers Limited Warranty   Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period. This warranty does not apply to any Product failures resulting from misuse, storage in or exposure to environmental conditions inconsistent with those specified in the applicable specifications or documentation, modification of the Product by anyone other than the relevant Supplier. If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product. 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.\n\n6.2 Disclaimer   EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 6, THE PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS TO THE OTHER PARTIES AND EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.\n\nARTICLE 7. TERM AND TERMINATION\n\n7.1 Term   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.\n\n7.2 Termination for Cause   A Party shall have the right to terminate its obligations under this Agreement if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after its receipt of written notice of the breach specifying such default.\n\n7.3 Survival   Article 6 (for the duration of the applicable warranty period), Article 7, Article 8 and Article 9 shall survive any termination or expiration of this Agreement.\n\nARTICLE 8. INDEMNIFICATION\n\n8.1 Indemnification by the Suppliers   Each of the Suppliers shall, with respect to Products supplied by such Supplier, defend, indemnify and hold harmless the Company from and against any third party claims, expenses and costs (including but not limited to attorney and other professional fees and expenses), settlement (if negotiated and approved by the relevant Supplier), damages and liability to the extent arising from a claim (a) alleging that a Product infringes or misappropriates any Intellectual Property Rights, or (b) arising under products liability theory from a manufacturing defect, and shall pay any judgments finally awarded by a court or any amounts contained in a settlement agreed to by the relevant Supplier arising from such claims.  The foregoing indemnity does not cover claims that solely arise from (i) the modification of the Product by any party other than the relevant Supplier, (ii) the combination or use of the Product with other products, processes, methods, materials or devices except as approved by the relevant Supplier, or (iii) the fault of the Company.\n\n6\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n8.2 Indemnification by the Company   Other than claims for which the Suppliers are obligated to indemnify the Company under Section 8.1, the Company shall defend, indemnify and hold harmless the Suppliers from and against any third party claims, expenses and costs (including but not limited to attorney and other professional fees and expenses), settlement (if negotiated and approved by the Company), damages and liability to the extent arising from a claim (a) alleging that a Product supplied by such Supplier infringes or misappropriates any Intellectual Property Rights, or (b) arising under products liability theory from a manufacturing defect, and shall pay any judgments finally awarded by a court or any amounts contained in a settlement agreed to by the Company arising from such claims. The foregoing indemnity does not cover claims that solely arise from (i) the modification of the Product by any party other than the Company, or (ii) the combination or use of the Product with other products, processes, methods, materials or devices except as approved by the Company.\n\n8.3 Procedure   The Party seeking indemnification hereunder (the \"Indemnified Party\") agrees to promptly inform the other Party (the \"Indemnifying Party\") in writing of such claim and furnish a copy of each communication, notice or other action relating to the claim and the alleged infringement. The Indemnified Party shall permit the Indemnifying Party to have sole control over the defense and negotiations for a settlement or compromise, provided that the Indemnifying Party may not settle or compromise a claim in a manner that imposes or purports to impose any liability or obligations on the Indemnified Party without obtaining the Indemnified Party's prior written consent. The Indemnified Party agrees to give all reasonable authority, information and assistance necessary to defend or settle such suit or proceeding at the Indemnifying Party's reasonable request and at the Indemnifying Party's expense.\n\nARTICLE 9. LIABILITY AND REMEDY\n\n9.1 Limited Liability   EXCEPT FOR LIABILITY ARISING FROM BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS CONTAINED IN THE NON-DISCLOSURE CLAUSE IN SECTION 12.17 OF THE CHINA JV OPERATING AGREEMENT, BREACHES OF LICENSE GRANTS CONTAINED HEREIN, AND EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES TO FULFILL INDEMNITY OBLIGATIONS DESCRIBED IN ARTICLE 8, (A) IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHERS, OR TO ANY PARTY CLAIMING THROUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (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. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS ARTICLE 9 IS AN ESSENTIAL ELEMENT OF THE BARGAIN AND ABSENT THIS ARTICLE 9 THE ECONOMIC AND OTHER TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.\n\n7\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\n9.2 Remedies   Notwithstanding anything stated to the contrary in this Agreement, the Parties acknowledge that any breach of Section 2.5 [***]of this Agreement and/or the non-disclosure clause in Section 12.17 of the China JV Operating Agreement by a Party would cause irreparable harm to the other Parties, and that the damages arising from any such breach would be difficult or impossible to ascertain. As such, the Parties agree that a Party shall be entitled to injunctive relief and other equitable remedies in the event of any breach or threatened breach of Section 2.5 of this Agreement and/or the non-disclosure clause in Section 12.17 of the China JV Operating Agreement. Such injunctive or other equitable relief shall be in addition to, and not in lieu of, any other remedies that may be available to that Party. The Parties shall be entitled reasonable attorney fees and costs of enforcement of this Agreement.\n\nARTICLE 10. OTHER ARRANGEMENT\n\n[***][***].\n\n(Signature Page Follows)\n\n8\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\nExecution Version   IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first above written.\n\n PHOTRONICS, INC.      By:    Name: [***]  Title: [***]      DAI NIPPON PRINTING CO., LTD.      By:    Name: [***]  Title: [***]      Photronics DNP Mask Corporation .      By:    Name: [***]  Title: [***]      Photronics DNP Mask Corporation Xiamen      By:    Name: [***]  Title: [***]\n\nOutsourcing Agreement Signature Page\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\nSchedule 1\n\nDefinitions\n\nCapitalized words and phrases used and not otherwise defined elsewhere in this Agreement shall have the following meanings:\n\n1. \"Affiliate\" of a Person means any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. The term \"control\" (including, with correlative meaning, the terms \"controlled by\" and \"under common control with\"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. A Person shall be deemed an Affiliate of another Person only so long as such control relationship exists.\n\n2. \"Applicable Currency\" means (i) for payments in relation to Photronics, U.S. Dollars, (ii) for payments in relation to DNP, U.S. Dollars, and (iii) for payments in relation to PDMC, US Dollars.\n\n3. \"Delivery Term\" means DDP (Incoterms 2010) at delivery point in China. The Delivery Term may be otherwise determined by the Company and the Supplier in the Purchase Order where delivery point is other place than China.\n\n4. [***].\n\n5. \"Intellectual Property Rights\" means all rights in and to (a) U.S. and foreign patents and patent applications, including all divisions, substitutions, continuations, continuations-in-part, and any reissues, re-examinations and extensions thereof, (b) copyrights and other rights in works of authorship, (c) unpatented inventions, trade secrets, data, processes, or materials, (d) mask work rights, and (e) other intellectual property or proprietary rights of any kind now known or hereafter recognized in any jurisdiction, but excluding trademarks, service marks, trade names, trade dress, domain names, logos and similar rights, and the goodwill associated therewith.\n\n6. [***].\n\n7. [***].\n\n8. [***].\n\n9. [***].\n\n10. [***].   11. \"Product\" means photolithographic integrated circuit photomasks for [***] and related services.\n\n12. \"Purchase Order\" means any of the following (a) a written purchase order issued to the Company by third party buyers for the purchase of certain Products; (b) a written purchase order issued by the Company to a Supplier for a quantity of the Product.\n\n13. \"Warranty Period\" means a period of [***]from the relevant Supplier's shipment of the Product.   *** Confidential treatment has been requested by Photronics, Inc. for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017\n\n\n\n\n\nSchedule 2\n\nProduct Prices\n\nThe prices for each Product outsourced to the Suppliers shall be [***].\n\n*** Confidential treatment has been requested by Photronics, Inc. for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.\n\nSource: PHOTRONICS INC, 10-Q/A, 12/19/2017"}]}, {"title": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.", "paragraphs": [{"qas": [{"answers": [{"text": "CONSULTING AGREEMENT", "answer_start": 13}], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "EMERALD HEALTH NATURALS, INC.", "answer_start": 159}, {"text": "DR. GAETANO MORELLO N.D. INC.", "answer_start": 36}, {"text": "Emerald", "answer_start": 288}, {"text": "Company", "answer_start": 305}, {"text": "Contractor", "answer_start": 442}], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "10 day of January 2019", "answer_start": 101}], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "10 day of January 2019", "answer_start": 101}], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 4794}], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 10840}], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice.", "answer_start": 6090}, {"text": "The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.", "answer_start": 5267}], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "This Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties.", "answer_start": 10425}], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "EMERALDHEALTHTHERAPEUTICSINC_06_10_2020-EX-4.5-CONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 4.5\n\nCONSULTING AGREEMENT - DR. GAETANO MORELLO N.D. INC.\n\nTHIS AGREEMENT made effective the 10 day of January 2019 (the \"Effective Date\"),\n\nBETWEEN:\n\nEMERALD HEALTH NATURALS, INC., a company having its registered and records office at 7860 Venture Street, Burnaby, BC V5A 1V3\n\n(\"Emerald\" or the \"Company\")\n\nAND:\n\nDR. GAETANO MORELLO N.D. INC., Businessperson, having an office at 2975 East 4th Avenue, Vancouver, B.C. V5M 1L1\n\n(the \"Contractor\")\n\nWITNESSES THAT WHEREAS Emerald would like to engage the Contractor as an independent contractor of Emerald, and the Contractor would like to be engaged by Emerald as an independent contractor, on the terms and conditions contained herein;\n\nIN CONSIDERATION of the mutual agreements in this Agreement and subject to the terms and conditions specified in this Agreement, the parties agree as follows:\n\n1. Definitions\n\n1.1 In this Agreement, including the recitals and the schedules, the defined words and expressions have the meanings set out on Schedule \"A\" to this Agreement unless the context otherwise required.\n\n2. Scope of Engagement\n\n2.1 Position. The Company hereby engages the Contractor as an independent contractor and the Contractor hereby agrees to such engagement.\n\n2.2 Services. The Company engages the Contractor to fulfill the services (the \"Services\") as described on Schedule \"B\" on the terms and conditions of this Agreement. The Services may be replaced, amended, superseded, or supplemented from time to time by agreement between the Company and the Contractor.\n\n2.3 Reporting and Oversight Responsibility. The Contractor will report to and take instructions from Avtar Dhillon, President and Executive Chair.\n\n2.4 Commitment of the Contractor. The Contractor will devote sufficient time and attention to the business and affairs of Emerald to provide the Services, use his or her best efforts to promote the interests of Emerald, and will carry out his or her Services honestly, in good faith and in the best interests of Emerald.\n\n2.5 Not Employment. The parties acknowledge and agree that the relationship created by operation of this Agreement is not an employment relationship.\n\n3. Fees\n\n3.1 Fee. The Company will pay to the Contractor an annual fee (the \"Fee\") of $240,000. per year plus plus GST and applicable taxes, if any.\n\n\n\n\n\n3.2 Reimbursement of Expenses. Emerald will reimburse the Contractor for all reasonable expenses incurred in the performance of his or her Services, provided that the Contractor provides a written expense account in a form satisfactory to the Lead Director of the Company.\n\n3.3 Deductions and Remittances. Emerald shall not be obliged to deduct or retain from the Fees due to the Contractor, nor shall it be obliged to remit same to the required governmental authority, any amounts that may be required by law or regulation to be deducted, retained and remitted including, without limitation, Federal and Provincial or State Income Tax, Workers' Compensation and Pension Plan deductions and remittances. All such remittances and other payments are entirely the responsibility of the Contractor and the Contractor hereby indemnifies and saves Emerald and its Board members and officers harmless from any liability of any kind whatsoever that they may incur as a result of the Contractor's failure to make such remittances or payments.\n\n3.4 Other Boards, Charities and Business Activities. The Contractor's performance of personal, business or charitable activities or service on any boards of any private or public companies, shall be deemed not to be preventing the Contractor from meeting his or her obligations to Emerald hereunder, so long as same are not directly competitive with the business of the Company. Emerald acknowledges and agrees that the Contractor or Contractor may have other business involvements, business interests and sources of business income with parties that Emerald does or does not have a business relationship with. The Contractor is permitted to undertake such activities and retain all of the compensation received from such activities provided that such activities do not prevent, inhibit or impair the Contractor from meeting his or her obligations to Emerald hereunder.\n\n4. Secondment\n\n4.1 Although the Contractor is being hired as an independent contractor to Emerald, it is acknowledged and agreed that the Contractor will generally best promote the interests of Emerald by being seconded, or providing material advice and support, to one or more of Emerald's subsidiaries, Affiliates or associates (the \"Portfolio Companies\").\n\n4.2 While the Contractor is seconded to Portfolio Company, the Contractor may be paid his or her Fee in whole or in part by such Portfolio Company, at the discretion of Emerald.\n\n5. Term and Termination\n\n5.1 Term. 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. 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.\n\n5.2 Contractor's Right to Terminate Agreement for any Reason. The Contractor may terminate this Agreement and his or her engagement for any reason at any time upon providing 30 days advance notice in writing to Emerald. Termination will be effective, at Emeralds' election, on a date which is no earlier than the date such notice is received and no later than the date which is 30 days following that date.\n\n5.3 Emeralds' Right to Terminate this Agreement for Cause. The Company may terminate this Agreement and the Contractor's engagement for Cause at any time on written notice to the Contractor. The date of termination will be the date specified in the written notice and may be, in the sole discretion of the Company, the same day the notice is given to the Contractor, or such later date as the Company may decide.\n\n5.4 Emeralds' Right to Terminate this Agreement without Cause. The Company may terminate this Agreement and the engagement of the Contractor without Cause at any time on 30 days prior written notice. The date of termination will be the date specified in the written notice and must be a date, which is not earlier than the required notice period.\n\n5.5 Consequences of Termination of Agreement. 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.\n\n\n\n\n\n5.6 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. Notwithstanding the foregoing, the Contractor will be entitled to keep and retain his or her laptop computer, office computer and smart phone.\n\n6. Confidential Information\n\n6.1 Prior Confidential Information. The Contractor represents and warrants to Emerald that he or she has not used or brought, and he or she will not use or bring, to Emerald any confidential information of any kind whatsoever of any prior party (the \"Prior Business\") with whom the Contractor was previously involved, whether such involvement was as an employee, director or officer of that Prior Business, an investor in that Prior Business, a employee in that Prior Business, a consultant to that Prior Business or other relationship to that Prior Business (the \"Prior Involvement\"). The parties acknowledge and agree that Emerald is not engaging the Contractor to obtain such confidential information, and the Contractor acknowledges that Emerald has advised the Contractor to comply with any legal obligations of any kind whatsoever the Contractor may have to such Prior Business. The Contractor will hold Emerald harmless from any and all claims and damages of any kind whatsoever that Emerald may suffer as a result of the Contractor breaching any of his or her obligations to such Prior Business in any regard.\n\n6.2 Confidentiality. \"Confidential Information\" means information disclosed to the Contractor as a consequence of or through its, his or her position as a director, officer, employee or consultant of Emerald, which information is not generally known in the industry in which Emerald operates. All Confidential Information will, during the Term of this Agreement and for a period of five years thereafter, be held by the Contractor in a fiduciary capacity for Emerald, in the strictest confidence, and will be used by the Contractor solely for the benefit of Emerald, and will not be used by the Contractor, directly or indirectly, for any purpose other than for the benefit of Emerald, nor will the Contractor divulge or communicate, directly or indirectly, such verbally, in writing or otherwise to any party.\n\n6.3 Copying and Delivery of Records. The Contractor will not, either during the Term of this Agreement or for a period of five years thereafter, directly or indirectly, cause or permit any Confidential Information to be copied or reproduced unless expressly authorized to do so by the Company. The Contractor will promptly return to Emerald all written and electronic information, disks, tapes, memory devices and all copies of any of Confidential Information forthwith upon Emerald request, at any time, to do so.\n\n7. Independent Legal Advice\n\n7.1 Each party to the Agreement acknowledges and agrees that the other party has given it, him or her the opportunity to seek and obtain independent legal advice, and has recommended that it, he or she seek and obtain independent legal advice, with respect to the subject matter of this Agreement and for the purpose of ensuring its, his or her rights and interests are protected. Each party to the Agreement represents to the other that it, he or she has sought independent legal advice or consciously chosen not to do so with full knowledge of the risks associated with not obtaining such independent legal advice.\n\n8. General\n\n8.1 Time. Time shall be of the essence in this Agreement.\n\n8.2 Assignment. This Agreement is not assignable by any party to the Agreement without the prior written consent of the other parties. This Agreement will endure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, successors and permitted assigns.\n\n8.3 Currency. Unless otherwise specified herein, all references to currency are to CAN dollars.\n\n8.4 Governing Law and Attornment. 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.\n\n8.5 Entire Agreement. This Agreement represents the entire agreement between the parties in respect to the subject matter of this Agreement.\n\n\n\n\n\n8.6 Notice. Any notice, direction, request or other communication required or contemplated by any provision of this Agreement will be given in writing and will be given by delivering or emailing same to the parties to the contact points they provide to each other from time to time.\n\nIN WITNESS WHEREOF the parties have hereunto set their hands and seals effective as of the date first above written.\n\nEMERALD HEALTH NATURALS, INC.\n\n\n\nDR. GAETANO MORELLO N.D. INC.\n\n\n\n\n\n\n\nSCHEDULE \"A\" - DEFINITIONS\n\nIn the Agreement to which this Schedule is attached, the following words and expressions have the following meanings unless the context otherwise requires:\n\n(a) \"Affiliate\" means any person or entity controlled by, controlling or under common control with the Company. For the purposes of this definition, the term \"control\" when used with respect to any person or entity means the power to direct the management and policies of such person or entity, directly or indirectly, whether as an officer or director, through the ownership of voting securities, by contract or otherwise. (b) \"Board\" means the Board of Directors of Emerald in place from time to time. (c) \"Business\" or \"Business of Emerald\" includes, without limitation, managing, financing or building companies involved in the medical or recreational cannabis industries. (d) \"Cause\" includes, without limitation, the following: (i) the Contractor's commission of any act of gross negligence or gross incompetence in the conduct of his or her Services, or in the performance of his or her obligations under this Agreement; (ii) a material breach or default of any term of this Agreement by the Contractor if such material breach or default has not been remedied within 60 days after written notice of the material breach or default has been delivered by the Company to the Contractor; (iii) the Contractor dying or becoming permanently disabled or disabled (which includes, without limitation, mental infirmary or mental illness, drug or alcohol abuse or impairment, or any other physical or mental impairment that materially interferes with the individual's ability to perform his or her Duties) for a period exceeding 180 consecutive days or 180 days calculated on a cumulative basis over any two-year period during the term of this Agreement; or (iv) the Contractor's fraud, dishonesty or other material misconduct, wilful or otherwise, including, without limitation, the Contractor being: (A) convicted of a criminal offence involving fraud or dishonesty; or (B) sanctioned by a corporate registry, stock exchange, securities commission or other similar regulatory organization in respect of a material breach of corporate, commercial or securities rules, policies, laws or regulations. For the purposes of this definition and without limitation, Cause does not include a reduction in the Contractor's Fees or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company. (e) \"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.\n\n\n\n\n\n(f) \"Confidential Information\" means information disclosed to the Contractor, known by the Contractor or developed by the Contractor (alone or with others) as a consequence of or through: (i) his or her position as a director, officer, employee or consultant of the Company or of an Affiliate of the Company; or (ii) his or her relationship with Emerald or an Affiliate of Emerald; which information is not generally known in the industry in which the Company or its Affiliates are or may operate, but only to the extent that such information relates to the Business of the Company including, without limitation, information relating to: (iii) technologies, services and products owned, licensed or developed by or for the Company or its Affiliates; (iv) Intellectual Property of Emerald and its Affiliates; (v) existing or potential suppliers, customers and strategic contractors of the Company and its Affiliates; (vi) business plans, strategic plans, research and development plans, marketing plans, financing plans, merger and acquisition plans, strategic partnering plans, human resource plans, investor relation plans or other corporate and business plans of any kind whatsoever of the Company and of its Affiliates; (vii) revenue models, pricing strategies, billing methods of the Company and of its Affiliates; and (viii) directors, officers, employees, consultants and professional advisors of the Company and of its Affiliates. (g) \"Constructive Termination\" means the termination of the Contractor without Cause which shall mean: (i) a material adverse change in the Services of the Contractor, imposed unilaterally by the Company or the Board, such that the Contractor's level of seniority with the Company is materially diminished without Cause; (ii) a reduction in the then current Fee paid to the Contractor by the Company without Cause, which, continues for a period of time longer than 12 months; or (iii) a material reduction in the Perks received by, or the Fees which may be earned by, the Contractor from the Company without Cause, which continues for a period of greater than 12 months; other than a reduction in the Contractor's Fee or Perks implemented by the Company acting in good faith to respond to adverse market conditions, or in response to adverse cash flow issues then being faced by the Company. (h) \"Intellectual Property\" is used in its broadest sense and means and includes any statutory, common law, equitable, contractual or proprietary interest, recognized currently or in future, in knowledge received or transmitted through investigation, observation, experience, study, instruction, discovery, creation, improvement, or publication, regardless of the form or medium in which the knowledge is embodied and whether or not patentable or copyrightable in respect of the Intellectual Property. The term Intellectual Property includes the following: (i) knowledge and its embodiments including: (A) technical information, including meeting and collaboration notes, contents of laboratory notebooks, data, formulae, drawings, diagrams, blueprints, know-how,\n\n\n\n\n\nconcepts, processes, product plans, service plans, computer software, flowcharts, specifications, design documents, and models; and (B) business information including data, databases, business models, market research and forecasts; and customer lists; (ii) interests currently recognized including rights of confidence in information, ideas, concepts and know-how, patent rights in inventions, copyrights in artistic, literary, dramatic, musical, and neighbouring works, design rights in designs, and trademark rights in reputations, marks and domain names; (iii) copyrightable works of authorship including, without limitation, any technical descriptions for products, user guides, illustrations, advertising materials, computer programs (including the contents of read only memories) and any contribution to such materials; and (iv) all trademarks, trade names, business names, patents, inventions, know-how, copyrights, software, source code, object code, service marks, brand names, industrial designs and all other industrial or intellectual property and all applications therefore and all goodwill connected therewith, including, without limitation, all licenses, registered user agreements and all like rights of any kind whatsoever, that may be developed, owned or licensed by the Company or its Affiliates or otherwise relating to the business of the Company or any other business in which the Company or its Affiliates may become engaged.\n\n\n\n\n\nSCHEDULE \"B\" - DESCRIPTION OF SERVICES\n\nThe Chief Executive Officer of Emerald Health Naturals will:\n\nLead all aspects of the business in terms of strategic planning, product development and operational execution on its annual and long-term objectives. Will actively manage the companies P&L performance to ensure that its financial performance is in line with its budget projections and will enact any necessary changes to ensure that the business meets or exceeds such projections. Help to capture, analyze and report key performance metrics (customer satisfaction, quality, operating activities, etc.) and market feedback on a monthly, quarterly and annual basis. He/she will direct the processes that monitor, measure, evaluate and report on KPIs and budgets in order to assess and improve performance. Help build and ensure that the appropriate organizational structure and personnel are in place to achieve the company's objectives. Build strategic partnerships and foster customer relationships that can add value to company. Help to ensure that there is good understanding of the capabilities and unique aspects of the company's products, scientific knowledge and capabilities in the external market and with shareholders & investors."}]}, {"title": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1", "paragraphs": [{"qas": [{"answers": [{"text": "CO-BRANDING AGREEMENT", "answer_start": 19528}], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "PC QUOTE, INC.", "answer_start": 563}, {"text": "This agreement shall apply to said ABW and all of its subsidiaries and related companies.", "answer_start": 862}, {"text": "PCQ", "answer_start": 388}, {"text": "AB Wately, Inc.", "answer_start": 729}, {"text": "ABW", "answer_start": 774}], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "Oct. 11, 1996", "answer_start": 534}], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "10-11-96", "answer_start": 19245}, {"text": "The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement.", "answer_start": 3851}], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 14946}], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.", "answer_start": 14780}], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.", "answer_start": 1881}], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [{"text": "SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY.", "answer_start": 10278}, {"text": "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.", "answer_start": 9968}, {"text": "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.", "answer_start": 10501}], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "PcquoteComInc_19990721_S-1A_EX-10.11_6377149_EX-10.11_Co-Branding Agreement1__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "EXHIBIT 10.11\n\n                                                    CONFIDENTIAL TREATMENT\n\n                                                   Portions indicated by a                                                     [***] have been omitted                                                     and filed separately                                                     with the Commission\n\nPCQUOTE\n\n- ---------------------------------------------------------------------------- CO-BRANDING AGREEMENT\n\nThis agreement is made effective   Oct. 11, 1996 by and between PC QUOTE, INC. (hereinafter referred to as \"PCQ\"), a Delaware Corporation with its principal place of business at 300 South Wacker Drive, Chicago, Illinois 60605 and AB Wately, Inc. (hereinafter referred to as \"ABW\") with its principal place of business at 33 West 17th Street, New York, NY  10011. This agreement shall apply to said ABW and all of its subsidiaries and related companies.\n\nDefinitions:\n\nSOFTWARE\n\nPC QUOTE 6.0-TM- for Windows on the Internet is a software application that displays market data information, provided via the digital Hyperfeed, in the form of quotes, charts, graphs, tables, board views, tickers and other analytical tools.\n\nHYPERFEED\n\nThe PC Quote proprietary digital data feed transmitted via satellite, land line, or Internet with advanced compression technology, containing financial market information obtained by PCQ from the institutions and exchanges listed in Section 5 of this Agreement.  This market data includes stock quotes, futures and options trading, commodities, and other related information.\n\nWitnesseth:\n\nNOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, and with the intent to be legally bound thereby, ABW and PCQ hereby agree to the following:\n\n1.  The Co-Branded Service\n\n    A.  PCQ agrees to allow ABW to co-brand the PCQ SOFTWARE in order to provide a value added service on ABW's World Wide Web site.  The co-branded SOFTWARE will be made available via ABW software housed at the ABW office listed in this Agreement.  The server will be accessed by all ABW subscribers in order to download the SOFTWARE and receive the HYPERFEED.\n\n    B.  PCQ will provide a continuous HYPERFEED to the ABW servers; however, PCQ will control the receipt of the HYPERFEED by ABW clients via a remote access server on PCQ's site that will authorize each new ABW account.  ABW agrees to sign up all new subscribers to the co-branded service, including execution of all applicable service and exchange agreements, will send to PCQ the executed subscriber\n\nagreements before access to the quote servers will be provided to ABW clients by PCQ.  PCQ shall have the sole ability to authorize access to the market data contained in the HYPERFEED by ABW clients.\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n    D.  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.  ABW will not provide any unauthorized access to the co-branded service, nor reproduce or redistribute the service in any way.\n\n    E.  ABW agrees to include the following in the co-branded pages displaying quotes:  \"All quotes provided by PC Quote, Inc.\"  ABW also agrees to include the following disclaimer on the access page to the co-branded service:\n\n         \"PC Quote is not subject to liability for truth, accuracy, or           completeness of the market data information nor is PC Quote liable           for errors, mistakes or omissions in the data or for any delays or           interruptions in the end user's receipt of the data.  PC Quote does           not warrant that the data provided may be relied upon for trading           purposes.\"\n\n    2.  Term\n\n    A.  [***]  The effective date for purposes of this Agreement is the contract date as specified on the signature page of this Agreement.  Neither PCQ nor ABW shall terminate or alter this Agreement except as stated herein.\n\n    B.  [***]  Notice expressing a desire to terminate this Agreement will be sent by certified mail to the address indicated above.  Said termination will be effective as of the last day of the month in which this anniversary occurs.\n\n    C.  Notwithstanding the provisions of (A), and (B) above, should a party to this Agreement be in material breach of the Agreement, the other party may terminate the Agreement thirty (30) days after notice of said material breach is received, and only if such material breach is not cured within thirty (30) days of receipt of notice.\n\n    3.  Payment For Service\n\n    A.  Beginning with the date specified on the fee schedule attached hereto as Schedule A, or upon completion of the Installation and testing of all equipment and services, which ever is later.  ABW will commence payment of a monthly fee for the right to permit access by ABW's clients to said SOFTWARE and HYPERFEED.\n\n    B.  The charges for the services set forth in this Agreement shall be invoiced monthly.  ABW agrees to pay said charges within thirty (30) days of the monthly invoice date.  ABW may issue a purchase order for billing purposes.  The invoices must reference that purchase order number and be sent to the \"Bill To\" address stated on the purchase order.  The terms of this negotiated Agreement shall supercede those contained on that purchase order.\n\n    C.  All payments will be made in US Dollars drawn on a US bank.  ABW will provide a complete list of all clients using the format described in Schedule B with each payment.\n\n    D.  Any payments which have not been received by PCQ within thirty (30) days of the Invoice date shall be subject to a FINANCE CHARGE of 1.0% per month which is a corresponding ANNUAL\n\nPERCENTAGE RATE of 12% on the outstanding balance.\n\n    F.   Any invoice submitted by PCQ shall be deemed correct unless ABW advises PCQ in writing, within thirty (30) days of the receipt of the invoice, that it disagrees with the invoice and specifies the nature of the disagreement.\n\n    G.   Any sales, use, excise, value added and local property taxes will be payable by ABW should such taxes be applicable.\n\n    H.   In the event that any invoice is not paid by ABW within forty-five (45) days after receipt, and when no discrepancy issues have been identified by ABW which are in some stage of resolution, after giving notice to ABW, PCQ may terminate this agreement and ABW's access to and use of SOFTWARE and HYPERFEED provided hereunder unless ABW pays such invoice prior to the termination date\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nspecified 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.\n\n    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.\n\n4. Technical Support\n\n    A.   ABW agrees to field all initial customer support requests and assist its clients to the best of its knowledge and ability.  If the support issue is of a complex nature that ABW is unable to solve, ABW may forward the call on to the PCQ technical support staff.\n\n5. Exchange Authorization\n\n    A.   The ABW hereby acknowledges and agrees that the HYPERFEED provided under this Agreement contains market information obtained, selected and consolidated by PCQ under the authority of various agencies, including but not limited to, the New York Stock Exchange, American Stock Exchange, Pacific Stock Exchange, Midwest Stock Exchange, Chicago Board Options Exchange, the Options Price Reporting Authority, the Consolidated Tape Association, Chicago Board of Trade, Chicago Mercantile Exchange/International Monetary Market, Kansas City Board of Trade, Minneapolis Grain Exchange, Commodities Exchange Center, New York Futures Exchange, Mid-America Commodity Exchange, and Consolidated Canadian Group and that the ABW's use of the service for internal or external redistribution of date is authorized and regulated by said agencies.\n\n6. Limitations of Liability, Remedies On Default\n\n    A.   The information and data used in the HYPERFEED and SOFTWARE provided under this Agreement, including option prices, stock prices, commodity prices, dividends, dividend dates, volatilities, deltas and other variables, are obtained by PCQ from the various exchanges and other sources which are believed to be reliable and PCQ agrees to run reasonable control checks thereon to verify that the data transmitted by PCQ is the same as the data received from the various exchanges and other sources.  However, PCQ shall not be subject to liability for truth, accuracy, or completeness of the information received by PCQ from the various exchanges and other sources and conveyed to ABW or for errors, mistakes or omissions therein or for any delays or interruptions of the HYPERFEED or SOFTWARE from whatever cause. This agreement does not violate any agency requirements and PCQ has the right to enter into this agreement from its information providers.\n\n    B.   PCQ shall not be responsible for, nor be in default under this Agreement due to delays or failure of performance resulting from Internet\n\nService Provider delivery problems or failure, or any communication or delivery problems associated with the Internet in general.  Furthermore, PCQ and ABW shall not be responsible for nor in default due to acts or causes beyond its control, including but not limited to: acts of God, strikes, lockouts, communications line or equipment failures, power failures, earthquakes, or other disasters.  Should such an occurrence render the HYPERFEED or SOFTWARE inoperable or unavailable for a period over ten (10) days, then ABW shall have the right to discount their billing in proportion to the delay.\n\n    C.   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. SUCH LIMITATION SHALL BE THE EXTENT OF PCQ OR ABW'S LIABILITY REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST PCQ OR ABW, AND THE FOREGOING SHALL CONSTITUTE PCQ'S OR ABW'S SOLE REMEDY.  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.\n\n7. Exclusion of Warranties\n\nIt is expressly understood and agreed to by the parties hereto that EXCEPT AS\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nSPECIFICALLY PROVIDED HEREIN, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.\n\n8. Confidentiality of Proprietary Information\n\n    A.   ABW understands and acknowledges the proprietary nature of the HYPERFEED and SOFTWARE provided by PCQ and that said HYPERFEED and SOFTWARE have been developed as a trade secret of PCQ and at its expense.  ABW agrees to hold said information in the same manner as ABW deals with its own proprietary information and trade secrets.  Furthermore, ABW agrees not to attempt any reverse engineering of the HYPERFEED to decode the signals used by PCQ in transmitting the information.\n\n    B.   PCQ understands the proprietary nature of any information belonging to ABW, and recognizes the harm that can be occasioned to user by disclosure of information relative to ABW's activities, PCQ agrees to hold such information in the same manner as PCQ deals with its own proprietary information and trade secrets.\n\n    C.   PCQ acknowledges the confidential nature of ABW's use of the SOFTWARE and HYPERFEED during the initial term of this agreement.  Due to the unannounced platform on which ABW shall make available its electronic service to its client during this initial term, PCQ shall in no way disclose to other parties the substance nor acknowledge the existence of this agreement.  Any advertising or disclosure of the relationship between the parties, use of either's marks, names or reference by the other shall be approved by both parties prior to release.\n\n9. Indemnification\n\n    A.   ABW hereby agrees to defend, indemnify and hold harmless PCQ, its employees, agents, successors and assigns, harmless, including reasonable attorney's fees, from and against any of the following:\n\n    1.   Any and all claims, liabilities, and obligations claimed by any third      party or parties against PCQ and arising directly out of ABW's use of the      Service.\n\n    2.   Any and all claims, liabilities, or obligations resulting from ABW's      misrepresentations, negligence, willful misconduct, breach of warranty or      non-performance of any of the covenants or obligations under this Agreement      or from any misrepresentations or omissions made by ABW to PCQ, including      specifically, but not limited to, any authority required of ABW pursuant to      Section 6 hereof.\n\n    B.   Such indemnification by ABW shall only be effective if the claim, liability or obligation claimed by the third party is in no way related to PCQ's negligence, willful misconduct or failure to perform any of its obligations under this Agreement.\n\n    C.   PCQ hereby agrees to defend, indemnify and hold ABW harmless, including reasonable attorney's fees, from and against any claim that the SOFTWARE or HYPERFEED infringes on the patent, copyright or other proprietary rights of another, including any and all claims, liabilities, or obligations resulting from PCQ's negligence, willful misconduct, misrepresentations, breach of warranty or non-performance of any of the covenants or obligations under this Agreement.\n\n    D.   Such indemnification by PCQ shall only be effective if:\n\n    1.   The claim, liability or obligation claimed by the third party is in no      way related to ASW'S negligence, willful misconduct or failure to perform      any of its obligations under this Agreement.\n\n    2.   ABW notifies PCQ promptly in writing of any claim or threatened claim      against ABW and thereafter cooperates with PCQ so that PCQ will not be      prejudiced in the defense, settlement or other handling thereof and ABW      permits PCQ, at PCQ's option and expense, to control the defense,      settlement or other handling of such claim.\n\n10. Assignment\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\n    This Agreement or any rights or obligations granted hereunder may not be assigned by ABW without the prior written consent of PCQ.\n\n11. Applicable Law and Venue\n\n    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.  Each party irrevocably consents to the jurisdiction of the courts of the State of Illinois and the federal courts situated in the State of Illinois, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.\n\n12. Severability and Survival\n\n    A.   Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.\n\n    B.   The provisions dealing with indemnification and confidentiality and any other section of this Agreement,\n\nunless specifically stated otherwise, which may reasonably be interpreted or construed as surviving the completion, expiration, termination or cancellation of this Agreement, shall survive the completion, expiration, termination or cancellation of this Agreement.\n\n13. Miscellaneous Provisions\n\n    A.   The parties to this Agreement are independent contractors with requisite corporate power and authority to enter into this Agreement and carry out the transactions contemplated hereby.  Neither party is a ABW or representative of the other party.  Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.  This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon either party.\n\n    B.   Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes, (i) on the delivery date if delivered personally to the party to whom the same is directed, or (ii) three business days after the mailing date, whether or not actually received, if sent by registered U.S. mail postage and charges prepaid, to the address of the party to whom the same is directed as set forth in the introductory paragraph of this Agreement.  Either party may change its address specified above by giving the other party notice of such change in accordance with this Section 13.B.\n\n    All notices delivered to ABW shall be delivered to the address above, attention:\n\n         Harry Simpson           AB Watley\n\n    C.   The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision of right in that or any other instance; rather, the same shall be and remain in full force and effect.\n\n14. Entire Agreement\n\n    A.   As used herein, the term \"Agreement\" includes any written amendments, modifications or supplements made in accordance herewith.\n\n    B.   ABW and PCQ acknowledge that they have read this Agreement, understand\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999\n\n\n\n\n\nit, and agree to be bound by its terms and further acknowledge and agree that it constitutes the entire agreement of the parties hereto and supersedes all other proposals, oral or written, and all other communications between the parties relating to the subject matter hereof and this Agreement may not be modified or terminated orally.  No amendment to this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both parties.\n\nIN WITNESS WHEREOF, the parties hereto hereby execute this Agreement.\n\nAGREED TO:\n\nPC QUOTE, INC.\n\nBy: /s/ Richard F. Chappeto     ----------------------------- Name:   Richard F. Chappeto Title:  Vice President Date:   10-11-96      ----------------------------\n\nA.B. WATLEY, INC.\n\nBy: /s/ Steven Malin    ------------------------------ Name:   Steven Malin      ---------------------------- Title:  Director --------------------------- Date:   10-11-96 ----------------------------\n\nSCHEDULE A TO THE CO-BRANDING AGREEMENT BETWEEN PC QUOTE, INC. AND A.B. WATLEY, INC. DATED OCTOBER 11, 1996\n\nSCHEDULE OF SERVICES AND FEES\n\n[***]\n\nBy:  PC Quote, Inc. By:  A.B. Watley, Inc.\n\n/s/ Richard F. Chappeto /s/ Steven Malin - -------------------------------- -------------------------------\n\nSource: PCQUOTE COM INC, S-1/A, 7/21/1999"}]}, {"title": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "AGENCY AGREEMENT", "answer_start": 38}], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "together with its successors and assigns, if any, \"Lessor\"", "answer_start": 164}, {"text": "Company", "answer_start": 284}, {"text": "Lessor", "answer_start": 215}, {"text": "Duckwall-Alco Stores, Inc.", "answer_start": 229}, {"text": "General Electric Capital Corporation", "answer_start": 102}], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "November 9, 2005", "answer_start": 62}], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 9172}], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease", "answer_start": 5588}], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [{"text": "with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;", "answer_start": 5588}], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": false}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 8376}], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": false}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "ALCOSTORESINC_12_14_2005-EX-10.26-AGENCY AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.26\n\nAGENCY AGREEMENT\n\nTHIS AGENCY AGREEMENT, dated November 9, 2005 (\"Agreement\"), between General Electric Capital Corporation, a Delaware corporation (together with its successors and assigns, if any, \"Lessor\"), and Duckwall-Alco Stores, Inc., a Kansas corporation (the \"Company\"). Capitalized terms not defined herein shall have the meanings assigned to them in the Lease (as that term is defined below).\n\nRECITALS:\n\nWHEREAS, Lessor and the Company have entered into a Master Lease Agreement dated November 9, 2005 wherein Lessor, as the lessor, has agreed to lease certain items of equipment to the Company (the Master Lease Agreement and all Schedules entered into from time to time thereunder are hereinafter collectively referred to as the \"Lease\"; and all equipment leased thereunder are hereinafter collectively referred to as the \"Equipment\"); capitalized terms used herein but not otherwise defined shall have the meanings as provided in the Lease; and\n\nWHEREAS, Lessor desires to appoint the Company its agent to order, receive and, in the name and on behalf of Lessor, the Equipment;\n\nNOW, THEREFORE, in consideration of the above premises and the mutual promises contained herein, as well as other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:\n\nARTICLE I  GENERAL UNDERTAKING\n\nSection 1.01 Appointment. Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a \"Supplier\" and collectively, the \"Suppliers\"). It is specifically agreed that all of the power and authority vested to the Company herein shall be subject to any modifications as may from time to time be made by Lessor.\n\nSection 1.02 Powers. Except as may be otherwise expressly provided in this Agreement, the Company is hereby granted the authority to act, and hereby agrees to act, on behalf of Lessor and in the name of Lessor, to the extent necessary to carry out its duties under this Agreement.\n\nSection 1.03 Master Lease. This Agreement is entered into in connection with and subject to the terms of the Lease and in the event of a conflict between the terms of this Agreement and the Lease, the Lease shall control. The Company and Lessor may from time to time hereafter enter into Equipment Schedules to the Lease, and it is the intent of the parties that this Agreement facilitate the leasing of Equipment under the Lease. EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.\n\nARTICLE II  DUTIES OF AGENT\n\nSection 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice (\"Purchase Order\"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with the Economic Terms (as hereafter defined and described).\n\nUpon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule. The leasing of Equipment pursuant to this Agreement shall be in accordance with the Economic Terms set forth in Section 2.05 hereof, and upon delivery of the Equipment from any Supplier shall be deemed to be leased pursuant to this Agreement and the Lease and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of the Lease. 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: (i) the Company must disclose to all Suppliers that it is ordering the Equipment as agent for Lessor; (ii) all of the Equipment ordered and/or accepted hereunder must meet at least one of the general description categories contained in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or equal to, the Maximum Aggregate Capitalized Lessor's Cost specified in Section 2:05; (iv) the Equipment must be delivered to, and accepted by, the Company on or before the Last Delivery Date specified in Section 2:05; (v) the Purchase Price of each unit of Equipment must not be more than the then current Fair Market Value of such Equipment; (vi) each unit of Equipment must qualify for all the Tax Benefits described in the applicable Schedule in the hands of Lessor upon the Company's acceptance thereof from the Supplier and (vii) with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, \"Software\"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease; and (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.\n\n\n\n\n\nThe Company additionally agrees that all Purchase Orders executed by the Company as Lessor's agent hereunder shall: (A) condition Lessor's obligation to pay for and purchase the Equipment on the Company's acceptance of such Equipment; (B) not permit passage of title or risk of loss for the Equipment earlier than such acceptance by the Company; (C) not permit the Supplier or any other person or entity to retain any security in, or lien on, any of the Equipment; and (D) otherwise be on terms and conditions acceptable to Lessor in its sole discretion.\n\nSection 2.02 Receipt of and Payment for Equipment. With respect to any Equipment ordered by the Company as agent for Lessor, the Company agrees to perform all obligations of the purchaser in the time and manner required by the applicable Purchase Order.\n\nSection 2.03 Payment of Purchase Price. On or before the Lease Commencement Date for any Schedule, the Company shall present to Lessor documentation (\"Purchase Documentation\"), in form and substance satisfactory to Lessor in its sole discretion, which (i) describes all units of Equipment ordered, received and accepted by the Company as agent for Lessor in connection with such Schedule, and (ii) if Company has paid any Supplier for any of the Equipment, includes evidence of the Purchase Price paid to Supplier for each such unit of Equipment and of passage of title thereto to Lessor. Upon the latter of (A) Lessor's receipt of the Purchase Documentation or (B) the satisfaction of all conditions precedent on or after the applicable Lease Commencement Date, Lessor shall pay the Supplier or reimburse the Company, as the case may be, for the aggregate Purchase Price for all Equipment purchased hereunder in connection with such schedule.\n\nSection 2.04 Books and Records. The Company shall maintain full and accurate books and records of all Equipment orders, receipts and All such books and records shall be maintained in a form acceptable to Lessor in its sole discretion. 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.\n\nSection 2.05 Economic Terms. The Company and the Lessor hereby agree that Schedules entered into pursuant to this Agency Agreement shall conform with the following \"Economic Terms\":\n\n1. Maximum Aggregate Capitalized Lessor's Cost:  $14,500,000.00\n\n2. Basic Term Lease Rate Factor:  To be mutually agreed upon by Company and Lessor\n\n3. Basic Term (No. of Months):  To be mutually agreed upon by Company and Lessor\n\n4. Equipment Type:  To be mutually agreed upon by Company and Lessor\n\n5. Agency Agreement Expiration Date and Last Delivery Date:  October 31, 2006\n\nARTICLE III TERMINATION\n\nSection 3.01 Termination.\n\n(a) 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.\n\n(b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.\n\n(c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.\n\nIN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.\n\nGeneral Electric Capital Corporation Duckwall-Alco Stores, Inc.  By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield\n\nTitle: Manager Portfolio Admin Title: V.P./CFO\n\nAGENCY AGREEMENT INSTRUCTIONS   BEFORE EQUIPMENT IS ORDERED:\n\n  \u2022  When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:\n\n  Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:\n\n\n\n\n\n  General Electric Capital Corporation  311 North Bayshore Drive  Safety Harbor, FL 34695  Attn: Teresa Schafer\n\n\u2022 All invoices should indicate that General Electric Capital Corporation is the \"Sold to\" party at the above address, and that Duckwall-Alco Stores, Inc. is the \"Ship to\" party for delivery.\n\n\u2022 The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.\n\nGeneral Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule."}]}, {"title": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "INTELLECTUAL PROPERTY AGREEMENT", "answer_start": 54}], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "SpinCo", "answer_start": 254}, {"text": "Parent", "answer_start": 193}, {"text": "Ingevity Corporation", "answer_start": 207}, {"text": "SpinCo and Parent may be individually referred to herein as a \"Party\" and collectively as the \"Parties\".", "answer_start": 414}, {"text": "WestRock Company", "answer_start": 150}], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "May 14, 2016", "answer_start": 99}], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "any other Person, including SpinCo.", "answer_start": 59593}, {"text": "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", "answer_start": 59420}], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [{"text": "If SpinCo enters an agreement to transfer the license granted to it under this  Section 3.2  in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "answer_start": 31779}, {"text": "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", "answer_start": 29915}], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": false}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [{"text": "In addition, the member of the Parent Group retaining such Delayed SpinCo IP Asset or such Delayed SpinCo IP Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the SpinCo Group to whom such Delayed SpinCo IP Asset is to be transferred or assigned, or which will assume such Delayed SpinCo IP Liability, as the case may be, in order to place such member of the SpinCo Group in a substantially similar position as if such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability, as the case may be, including use, non- abandonment, avoidance from contribution to the public domain, risk of loss, potential for gain, and dominion, control and command over such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Time to the SpinCo Group.", "answer_start": 21145}, {"text": "Parent shall, and shall cause the applicable members of its Group to, contribute, assign, transfer, convey and deliver to SpinCo, or to the applicable SpinCo Designees, and SpinCo shall, and shall cause such SpinCo Designees to, accept from Parent and the applicable members of the Parent Group, all of Parent's and such Parent Group member's respective direct or indirect right, title and interest in and to all of the SpinCo IP Assets (it being understood that if any SpinCo IP Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such SpinCo IP Asset may be assigned, transferred, conveyed and delivered to SpinCo as a result of the transfer of all of the equity interests in such Transferred Entity from Parent or the applicable members of the Parent Group to SpinCo or the applicable SpinCo Designee);", "answer_start": 16176}, {"text": "Each of Parent and SpinCo, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all SpinCo IP Liabilities and obtain in writing the unconditional release of each member of the Parent Group that is a party to any such arrangements, so that, in any such case, the members of the SpinCo Group shall be solely responsible for such SpinCo IP Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Parent nor SpinCo shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any third Person from whom any such consent, substitution, approval, amendment or release is requested.", "answer_start": 24169}, {"text": "If any transfer or assignment of any SpinCo IP Asset (or a portion thereof) or any assumption of any SpinCo IP Liability (or a portion thereof) intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective Time, whether as a result of the provisions of Section 2.3(b) or for any other reason (any such SpinCo IP Asset (or a portion thereof), a \"Delayed SpinCo IP Asset\" and any such SpinCo IP Liability (or a portion thereof), a \"Delayed SpinCo IP Liability\"), then, insofar as reasonably possible and subject to applicable Law, the member of the Parent Group retaining such Delayed SpinCo IP Asset or such Delayed SpinCo IP Liability, as the case may be, shall thereafter hold such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability, as the case may be, for the use and benefit of the member of the SpinCo Group entitled thereto (at the expense of the member of the SpinCo Group entitled thereto).", "answer_start": 20177}, {"text": "If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release as set forth in Section 2.4(a) and the applicable member of the Parent Group continues to be bound by such agreement, lease, license or other obligation or Liability (each, an \"Unreleased SpinCo IP Liability\"), SpinCo shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of the Parent Group, as the case may be, (i) pay, perform and discharge fully all the obligations or other Liabilities of such member of the Parent Group that constitute Unreleased SpinCo IP Liabilities from and after the Effective Time and (ii) use its commercially reasonable efforts to effect such payment, performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Parent Group.", "answer_start": 25119}, {"text": "If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased SpinCo IP Liabilities shall otherwise become assignable or able to be novated, Parent shall promptly assign, or cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unreleased SpinCo IP Liabilities without exchange of further consideration.", "answer_start": 26070}], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "answer_start": 30249}, {"text": "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.", "answer_start": 30703}, {"text": "Notwithstanding the foregoing, it is understood that signage, letterhead, invoices, business cards, promotional materials and similar items may reference the Parent Name or Parent Mark \"MeadWestvaco\" and \"MWV\" in the same manner as used by SpinCo prior to the Effective Time, during a twelve-month phase out period as SpinCo replaces such Parent Name and Parent Mark with the SpinCo Name and SpinCo Mark.", "answer_start": 41475}, {"text": "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.", "answer_start": 28063}], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [{"text": "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.   3", "answer_start": 29915}, {"text": "If SpinCo enters an agreement to transfer the license granted to it under this  Section 3.2  in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.", "answer_start": 31779}, {"text": "The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP.", "answer_start": 28741}, {"text": "Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein.", "answer_start": 31593}, {"text": "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", "answer_start": 31095}, {"text": "Such agreement shall prohibit any further sublicensing or transfer of rights by the Permitted Party, or, in the case of a sale or transfer of a Parent business, the transferee, or any use of the Licensed SpinCo IP outside the scope of the license granted to Parent herein.", "answer_start": 29259}], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": false}, {"answers": [{"text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "answer_start": 30249}, {"text": "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.", "answer_start": 30703}, {"text": "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.", "answer_start": 28063}], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": false}, {"answers": [{"text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "answer_start": 30249}, {"text": "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.", "answer_start": 30703}, {"text": "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.", "answer_start": 28063}], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": false}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [{"text": "Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)", "answer_start": 30249}, {"text": "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.", "answer_start": 30703}, {"text": "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.", "answer_start": 28063}], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": false}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [{"text": "Subject to subsections (i)-(iii) of this Section 5.1(a), each Party agrees that prior to the date that is six (6) months after the Effective Time (\"Delivery Date\"), it will deliver possession of any Tangible/Intangible Information of the other Party that is in its possession or control to the other Party, without retaining any copies.", "answer_start": 50414}], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": false}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [{"text": "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).", "answer_start": 47274}, {"text": "Except as provided in Sections 4.1(c) and 4.1(d), effective as of the Effective Time, SpinCo does hereby, for itself and each other member of the SpinCo Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) Parent and the members of the Parent Group, and their respective successors and assigns, and (ii) all Persons who at any time prior to the Effective Time are or have been shareholders, directors, officers, agents or employees of any member of the Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, and (iii) all Persons who at any time prior to the Effective Time are or have been shareholders, directors, officers, agents or employees of a Transferred Entity and who are not, as of immediately following the Effective Time, directors, officers or employees of SpinCo or a member of the SpinCo Group, in each case from (A) all SpinCo IP Liabilities and (B) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the SpinCo IP Assets or the SpinCo IP Liabilities.", "answer_start": 42007}, {"text": "At any time at or after the Effective Time, at the request of either Party, the other Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions of this Section 4.1.", "answer_start": 47845}, {"text": "Except as provided in Sections 4.1(c) and 4.1(d), effective as of the Effective Time, Parent does hereby, for itself and each other member of the Parent Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) SpinCo and the members of the SpinCo Group, and their respective successors and assigns, and (ii) all Persons who at any time prior to the Effective Time are or have been shareholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, and (iii) all Persons who at any time prior to the Effective Time are or have been shareholders, directors, officers, agents or employees of a Transferred Entity and who are not, as of immediately following the Effective Time, directors, officers or employees of SpinCo or a member of the SpinCo Group, in each case from (A) all Parent IP Liabilities and (B) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the Parent IP Assets or the Parent IP Liabilities.", "answer_start": 43757}], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": false}, {"answers": [], "id": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.5   INTELLECTUAL PROPERTY AGREEMENT   This INTELLECTUAL PROPERTY AGREEMENT, dated as of May 14, 2016 (this \"Agreement\"), is by and between WestRock Company, a Delaware corporation (\"Parent\"), and Ingevity Corporation, a Delaware corporation (\"SpinCo\"). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 or the Separation Agreement. SpinCo and Parent may be individually referred to herein as a \"Party\" and collectively as the \"Parties\".   R E C I T A L S   WHEREAS, Parent and SpinCo have entered into that certain Separation and Distribution Agreement, dated as of even date herewith, (the \"Separation Agreement\");   WHEREAS, the Separation Agreement sets forth the principal corporate transactions required to effect the Separation;   WHEREAS, Parent and SpinCo desire to enter into this Agreement to set forth the terms and conditions pertaining to the allocation of ownership and other rights associated with certain Intellectual Property; and   WHEREAS, this Agreement is deemed to be an Ancillary Agreement under the Separation Agreement.   NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:   1. DEFINITIONS. For the purpose of this Agreement, the following terms shall have the following meanings:   1.1 \"Mill Recovery Technology/Intellectual Property\" shall mean all Technology, Software and Intellectual Property directed to mill-based recovery processes that generate biorefinery materials.   1.2 \"Common Information\" shall mean that Information that is related to, but not dedicated to, the SpinCo Assets, the SpinCo Liabilities, the SpinCo Business or the Transferred Entities.   1.3  \"Control\" or \"Controlled\" means, with respect to Intellectual Property, that SpinCo or a member of the SpinCo Group owns such Intellectual Property, in whole or in part, and/or has the right to grant a license to Parent with respect to such Intellectual Property as set forth herein and without incurring any financial or other obligations to any other Person, subject, in each case, to the terms of any license or other agreement to which SpinCo or any of the SpinCo Group is a party that relates to any such Intellectual Property.\n\n\n\n\n\n\n\n\n\n  1.4 \"Improvements\" means any improvements, derivative works, enhancements, refinements, advances or other modifications with respect to any Licensed SpinCo IP (whether or not patentable or reduced to practice).   1.5 \"Intellectual Property\" shall mean all of the following whether arising under the Laws of the United States or of any other foreign or multinational jurisdiction: (a) patents, patent applications (including patents issued thereon) and statutory invention registrations, including reissues, divisions, continuations, continuations in part, substitutions, renewals, extensions and reexaminations of any of the foregoing, and all rights in any of the foregoing provided by international treaties or conventions, (b) trademarks, service marks, trade names, service names, trade dress, logos and other source or business identifiers, including all goodwill associated with any of the foregoing, and any and all common law rights in and to any of the foregoing, registrations and applications for registration of any of the foregoing, all rights in and to any of the foregoing provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing, (c) Internet domain names, accounts with Facebook, LinkedIn, Twitter and similar social media platforms, registrations and related rights, (d) copyrightable works, copyrights, moral rights, mask work rights, database rights and design rights, in each case, other than Software, whether or not registered, and all registrations and applications for registration of any of the foregoing, and all rights in and to any of the foregoing provided by international treaties or conventions, (e) confidential and proprietary information, including trade secrets, invention disclosures, processes and know-how and (f) any other intellectual property rights, in each case, other than Software. The items listed in subsections (b) and (c) of this Section 1.5 are referred to herein as \"Trademark-Related IP\".   1.6  \"Licensed SpinCo IP\" means (i) the SpinCo Intellectual Property (excluding Trademark-Related IP), the SpinCo Software, and the SpinCo Technology, and (ii) all rights, interests and claims of either Party or any of the members of its Group as of the Effective Time with respect to Information that is exclusively related to the items of the aforementioned clause (i), in each case subject to the limitations set forth herein, and to the extent Controlled by SpinCo or any member of the SpinCo Group as of the Effective Time (including as a result of the assignments made by this Agreement). Licensed SpinCo IP shall exclude SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and Intellectual Property: (a) directed to chemically activated carbon products or any processes for manufacturing chemically activated carbon products (including, for the avoidance of doubt, activated carbon sheets); (b) directed to ex-mill processes for purifying crude tall oil and for isolating, purifying and derivatizing lignin from black liquor or any products created using any such processes; (c) licensed to Alberdingk Boley, Inc. (\"ABI\"), except to the extent outside the \"Field,\" as that term is defined in the \"License Agreement\" dated February 3, 2006, by and between MeadWestvaco Corporation and ABI; (d) owned by Purification Cellutions, LLC, a joint venture between MeadWestvaco Corporation and Applied Ceramics, Inc.; (e) directed to any products utilizing specialty chemicals derived from co-products of the kraft pulping process sold by SpinCo into the paper or packaging field or any processes for manufacturing such products (including, for the avoidance of doubt, paper sizing); (f) owned by a third party (including for these purposes any joint venture or partnership or similar business entity of which SpinCo is a member or in which SpinCo has an ownership interest) and not sublicensable to Parent or any member of the Parent Group by SpinCo or any member of the SpinCo Group.\n\n  -2-\n\n\n\n\n\n\n\n  1.7 \"Other IP\" shall mean all Intellectual Property, other than Registrable IP, that is owned by either Party or any member of its Group as of the Effective Time.   1.8 \"Parent Field\" shall mean the businesses (whether or not such businesses are or have been terminated, divested or discontinued) conducted at any time prior to the Effective Time, or actively pursued at the Effective Time, by the Parent or any member of the Parent Group, outside the SpinCo Field.   1.9 \"Parent IP Liabilities\" means all Liabilities relating to, arising out of or resulting from exploitation by, or on behalf of the Parent Group, of: (i) Intellectual Property, Software, Technology owned by Parent Group (\"Parent IP Assets\"); (ii) the Information that is exclusively related to the items of the aforementioned clause (i); and (iii) all Liabilities arising from the use by the Parent Group of Common Information.   1.10 \"Parent Name and Parent Marks\" shall mean the names, marks, trade dress, logos, monograms, domain names and other source or business identifiers of either Party or any member of its Group using or containing \"WestRock\", \"MeadWestvaco\" or \"RockTenn\" or their ticker symbols \"WRK,\" \"MWV,\" or \"RKT\", either alone or in combination with other words or elements, and all names, marks, trade dress, logos, monograms, domain names and other source or business identifiers confusingly similar to or embodying any of the foregoing either alone or in combination with other words or elements, together with the goodwill associated with any of the foregoing.   1.11 \"Permitted Party\" shall mean a third party (a) in which Parent or other member of the Parent Group has an ownership interest of greater than fifteen percent (15%); (b) with respect to whom SpinCo has provided its consent to be a sublicensee under the Licensed SpinCo IP, such consent not to be unreasonably withheld; or (c) who conducts business, operations, or activities within the Parent Field on behalf of Parent or other member of the Parent Group.   1.12 \"Pre-applied Adhesive Technology/Intellectual Property\" shall mean all Technology, Software and Intellectual Property relating to the methods and processes of applying adhesives to cellulose based materials (e.g., paper, paper board, liner board and corrugated materials) and packaging, including without limitation, related machine and press manufacturing processes, and the use of such cellulose based materials with adhesives applied thereon. Pre-applied Adhesive Technology/Intellectual Property does not include (a) the chemical formulations of adhesives; (b) the chemical formulations of tackifying resins, dilutents, and plasticizers used in such adhesives; or (c) any process Technology for making adhesives.   1.13 \"Registrable IP\" shall mean all patents, patent applications, statutory invention registrations, registered trademarks, registered service marks, trademark and service mark applications, registered Internet domain names and copyright registrations.   1.14 \"Software\" shall mean any and all (a) computer programs, including any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow charts and other work products used to design, plan, organize and develop any of the\n\n  -3-\n\n\n\n\n\n\n\n  foregoing, (d) screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (e) documentation, including user manuals and other training documentation, relating to any of the foregoing.   1.15 \"SpinCo Field\" shall mean the businesses (whether or not such businesses are or have been terminated, divested or discontinued) conducted at any time prior to the Effective Time, or actively pursued at the Effective Time, by SpinCo or any member of its Group, outside the Parent Field.   1.16 \"SpinCo Intellectual Property\" shall mean (a) the Registrable IP set forth on Schedule 1.16 and (b) all Other IP owned by, licensed by or to, or sublicensed by or to either Party or any member of its Group as of the Effective Time that is dedicated to the SpinCo Business, including any Other IP set forth on Schedule 1.16; provided, however, that SpinCo Intellectual Property does not include any Registrable IP or Other IP that comprises (i) Mill Recovery Technology/Intellectual Property, or (ii) Pre-applied Adhesives Technology/Intellectual Property.   1.17 \"SpinCo IP Assets\" means all (i) SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and SpinCo IP Contracts, and (ii) all rights, interests and claims of either Party or any of the members of its Group as of the Effective Time with respect to Information that is exclusively related to the items of the aforementioned clause (i) or the SpinCo IP Liabilities.   1.18 \"SpinCo IP Contracts\" shall mean the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Intellectual Property is bound, whether or not in writing; provided, that SpinCo IP Contracts shall not include any contract or agreement that is expressly contemplated to be retained by Parent or any member of the Parent Group from and after the Effective Time pursuant to any provision of the Separation Agreement, this Agreement or any other Ancillary Agreement:   (a) any vendor contracts or agreements with a Third Party pursuant to which such Third Party (i) grants or receives a license, permission or use right to Intellectual Property, any covenant not to sue under any Intellectual Property, or access and use rights to information technology (for example, software as a service agreements), or (ii) undertakes an obligation to assign, or has a right to be assigned, Intellectual Property to or by either Party or any member of its Group exclusively for use or in connection with the SpinCo Business as of the Effective Time;   (b) any contract or agreement pertaining primarily to Intellectual Property that is otherwise expressly contemplated pursuant to this Agreement, the Separation Agreement or any of the Ancillary Agreements to be assigned to, or be a contract or agreement in the name of, SpinCo or any member of the SpinCo Group; and   (c) any other contract or agreement exclusively related to the SpinCo IP Assets.\n\n  -4-\n\n\n\n\n\n\n\n  1.19 \"SpinCo IP Liabilities\" means all Liabilities relating to, arising out of or resulting from exploitation by, or on behalf of the SpinCo Group, of: (i) the SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and SpinCo IP Contracts; (ii) the Information that is exclusively related to the items of the aforementioned clause (i); and (iii) all Liabilities arising from the use by the SpinCo Group of Common Information.   1.20 \"SpinCo Name and SpinCo Marks\" shall mean the names, marks, trade dress, logos, monograms, domain names and other source or business identifiers of SpinCo or any member of its Group using or containing \"Ingevity\" or its symbol \"NGVT\", either alone or in combination with other words or elements, and all names, marks, trade dress, logos, monograms, domain names and other source or business identifiers confusingly similar to or embodying any of the foregoing either alone or in combination with other words or elements, together with the goodwill associated with any of the foregoing.   1.21 \"SpinCo Software\" shall mean all Software owned or licensed by either Party or member of its Group dedicated for use in the SpinCo Business as of the Effective Time;  provided,  however, that SpinCo Software does not include (i) any Software directed to Mill Recovery Technology/Intellectual Property, or (ii) any Software directed to Pre-applied Adhesive Technology/Intellectual Property.   1.22 \"SpinCo Technology\" shall mean all Technology owned or licensed by either Party or any member of its Group dedicated for use in the SpinCo Business as of the Effective Time;  provided,  however, that SpinCo Technology does not include any Technology that is (i) Mill Recovery Technology/Intellectual Property, or (ii) Pre-applied Adhesive Technology/Intellectual Property.   1.23 \"Technology\" shall mean all technology, designs, formulae, algorithms, procedures, methods, discoveries, processes, techniques, ideas, know-how, research and development, technical data, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship in any media, confidential, proprietary or nonpublic information, and other similar materials, and all recordings, graphs, drawings, reports, analyses and other writings, and other tangible embodiments of the foregoing in any form whether or not listed herein, in each case only to the extent in existence as of the Effective Time, and, other than Software.   2. THE SEPARATION   2.1 Matters Governed Exclusively by this Agreement. This Agreement shall exclusively govern the allocation of Assets and Liabilities that are comprised of Intellectual Property of the Parent Group or the SpinCo Group. In the case of any conflict between the Separation Agreement and this Agreement in relation to any matters addressed herein, this Agreement shall prevail.\n\n  -5-\n\n\n\n\n\n\n\n  2.2 Transfer of Assets and Assumption of Liabilities.   (a) On or prior to the Effective Time, but in any case, prior to the Distribution, in accordance with the Plan of Reorganization:   (i) Transfer and Assignment of SpinCo IP Assets. Parent shall, and shall cause the applicable members of its Group to, contribute, assign, transfer, convey and deliver to SpinCo, or to the applicable SpinCo Designees, and SpinCo shall, and shall cause such SpinCo Designees to, accept from Parent and the applicable members of the Parent Group, all of Parent's and such Parent Group member's respective direct or indirect right, title and interest in and to all of the SpinCo IP Assets (it being understood that if any SpinCo IP Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such SpinCo IP Asset may be assigned, transferred, conveyed and delivered to SpinCo as a result of the transfer of all of the equity interests in such Transferred Entity from Parent or the applicable members of the Parent Group to SpinCo or the applicable SpinCo Designee); and   (ii) Acceptance and Assumption of SpinCo IP Liabilities. SpinCo shall, and shall cause the applicable SpinCo Designees to, accept, assume and agree faithfully to perform, discharge and fulfill all the SpinCo IP Liabilities in accordance with their respective terms. SpinCo shall, and shall cause such SpinCo Designees to, be responsible for all SpinCo IP Liabilities, regardless of when or where such SpinCo IP Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such SpinCo IP Liabilities are asserted or determined (including any SpinCo IP Liabilities arising out of claims made by Parent's or SpinCo's respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates.   2.3 Approvals and Notifications.   (a) Approvals and Notifications for SpinCo IP Assets. To the extent that the transfer or assignment of any SpinCo IP Asset or the assumption of any SpinCo IP Liability requires Approvals or Notifications, the Parties shall use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or as otherwise agreed in writing between Parent and SpinCo, neither Parent nor SpinCo shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.   (b) Delayed SpinCo Transfers. If and to the extent that the valid, complete and perfected transfer or assignment to the SpinCo Group of any SpinCo IP Asset or assumption by the SpinCo Group of any SpinCo IP Liability would be a violation of applicable Law or require any Approvals or Notifications in connection with the Separation that has not been obtained or made by the Effective Time, then, unless the Parties shall otherwise mutually agree\n\n  -6-\n\n\n\n\n\n\n\n  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. Notwithstanding the foregoing, any such SpinCo IP Assets or SpinCo IP Liabilities shall continue to constitute SpinCo IP Assets and SpinCo IP Liabilities for all other purposes of this Agreement.   (c) Treatment of Delayed SpinCo IP Assets and Delayed SpinCo IP Liabilities. If any transfer or assignment of any SpinCo IP Asset (or a portion thereof) or any assumption of any SpinCo IP Liability (or a portion thereof) intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective Time, whether as a result of the provisions of Section 2.3(b) or for any other reason (any such SpinCo IP Asset (or a portion thereof), a \"Delayed SpinCo IP Asset\" and any such SpinCo IP Liability (or a portion thereof), a \"Delayed SpinCo IP Liability\"), then, insofar as reasonably possible and subject to applicable Law, the member of the Parent Group retaining such Delayed SpinCo IP Asset or such Delayed SpinCo IP Liability, as the case may be, shall thereafter hold such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability, as the case may be, for the use and benefit of the member of the SpinCo Group entitled thereto (at the expense of the member of the SpinCo Group entitled thereto). In addition, the member of the Parent Group retaining such Delayed SpinCo IP Asset or such Delayed SpinCo IP Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the SpinCo Group to whom such Delayed SpinCo IP Asset is to be transferred or assigned, or which will assume such Delayed SpinCo IP Liability, as the case may be, in order to place such member of the SpinCo Group in a substantially similar position as if such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability, as the case may be, including use, non- abandonment, avoidance from contribution to the public domain, risk of loss, potential for gain, and dominion, control and command over such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Time to the SpinCo Group.   (d) Transfer of Delayed SpinCo IP Assets and Delayed SpinCo IP Liabilities. If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Delayed SpinCo IP Asset or the deferral of assumption of any Delayed SpinCo IP Liability pursuant to  Section 2.3(b), are obtained or made, and, if and when any other legal or other impediments for the transfer or assignment of any Delayed SpinCo IP Asset or the assumption of any Delayed SpinCo IP Liability have been removed, the transfer or assignment of the applicable Delayed SpinCo IP Asset or the assumption of the applicable Delayed SpinCo IP Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement as soon as reasonably practicable.   (e) Costs for Delayed SpinCo IP Assets and Delayed SpinCo IP Liabilities. Any member of the Parent Group retaining a Delayed SpinCo IP Asset or a Delayed SpinCo IP Liability due to the deferral of the transfer or assignment of such Delayed SpinCo IP Asset or the\n\n  -7-\n\n\n\n\n\n\n\n  deferral of the assumption of such Delayed SpinCo IP Liability, as the case may be, shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by SpinCo or the member of the SpinCo Group entitled to the Delayed SpinCo IP Asset or Delayed SpinCo IP Liability, other than reasonable out-of-pocket expenses, attorneys' fees and recording or similar fees, all of which shall be promptly reimbursed by SpinCo or the member of the SpinCo Group entitled to such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability.   2.4 Novation of SpinCo IP Liabilities.   (a) Each of Parent and SpinCo, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all SpinCo IP Liabilities and obtain in writing the unconditional release of each member of the Parent Group that is a party to any such arrangements, so that, in any such case, the members of the SpinCo Group shall be solely responsible for such SpinCo IP Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Parent nor SpinCo shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any third Person from whom any such consent, substitution, approval, amendment or release is requested.   (b)  If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release as set forth in Section 2.4(a) and the applicable member of the Parent Group continues to be bound by such agreement, lease, license or other obligation or Liability (each, an \"Unreleased SpinCo IP Liability\"), SpinCo shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of the Parent Group, as the case may be, (i) pay, perform and discharge fully all the obligations or other Liabilities of such member of the Parent Group that constitute Unreleased SpinCo IP Liabilities from and after the Effective Time and (ii) use its commercially reasonable efforts to effect such payment, performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Parent Group. If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased SpinCo IP Liabilities shall otherwise become assignable or able to be novated, Parent shall promptly assign, or cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unreleased SpinCo IP Liabilities without exchange of further consideration.   2.5 Disclaimer of Representations and Warranties. EACH OF PARENT (ON BEHALF OF ITSELF AND EACH MEMBER OF THE PARENT GROUP) AND SPINCO (ON BEHALF OF ITSELF AND EACH MEMBER OF THE SPINCO GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE SEPARATION AGREEMENT, NO PARTY TO THIS AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS\n\n  -8-\n\n\n\n\n\n\n\n  OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN THE SEPARATION AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN \"AS IS,\" \"WHERE IS\" BASIS AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.   3. LICENSES   3.1 License Grant to Parent. 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. The foregoing license shall be transferable or sublicensable by Parent Group solely to a Permitted Party, and, subject to the restrictions herein, with any sale or transfer of a Parent business that utilizes the Licensed SpinCo IP. Any such transfer or sublicense shall require the Permitted Party or, in the case of a sale or transfer of a Parent business, the transferee, to agree pursuant to a written agreement to maintain any trade secrets and Information included in the Licensed SpinCo IP in strict confidence. Such agreement shall prohibit any further sublicensing or transfer of rights by the Permitted Party, or, in the case of a sale or transfer of a Parent business, the transferee, or any use of the Licensed SpinCo IP outside the scope of the license granted to Parent herein. Parent shall remain responsible and liable for the Permitted Parties' exercise of any rights sublicensed hereunder and any use of the Licensed SpinCo IP by such Permitted Party outside of the permitted scope of the license. Parent shall enforce material breaches of the terms of any such sublicense of rights and notify SpinCo of any material violation thereof by a Permitted Party. 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.   3.2 License Grant to SpinCo. Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely for use in the SpinCo Field, to (i)\n\n  -9-\n\n\n\n\n\n\n\n  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. 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. Any transfer by SpinCo or a member of its Group shall require the transferee to agree pursuant to a written agreement to maintain any trade secrets and Information included in the transferred Intellectual Property in strict confidence. Such agreement shall prohibit any further transfer of rights by such party or any use of the transferred Intellectual Property outside the scope of the license granted to SpinCo herein. If SpinCo enters an agreement to transfer the license granted to it under this  Section 3.2  in connection with any sale or transfer of a SpinCo business, then Parent and members of the Parent Group shall be made third party beneficiaries under such transfer agreement to enforce breaches of the license.   3.3 Neither Party shall make a trade secret of the other Party public or otherwise destroy or impair the trade secret status of such trade secret without the express, advance, written consent of the other Party. Any agreement by which a trade secret is transferred or sublicensed shall be subject to the same confidentiality requirements as stated herein.   3.4 No Implied Rights. 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.   3.5 Improvements. For the avoidance of doubt, as between the Parties, Parent shall own all right, title and interest in and to any and all Improvements authored, developed, invented, reduced to practice or otherwise created by Parent or any member of the Parent Group and all Intellectual Property rights therein and thereto.   3.6 Enforcement of Licensed IP.   (a) Control of Enforcement IP Actions. Except as may otherwise be mutually agreed by the Parties, as between the Parties, SpinCo shall have the right to enforce the Licensed SpinCo IP as follows:   (i)  SpinCo shall have the right, but not the obligation (through itself and/or through its designee), to control the initiation, conduct and, subject to this  Section 3.6, settlement or other resolution, at its cost and expense and in its sole discretion, of any enforcement claim, demand, action, suit or proceeding, whether civil or criminal or in law or in equity (each, an \"IP Action\") relating to the Licensed SpinCo IP, including the right to communicate any objection or other form of challenge to any Third Party; and\n\n  -10-\n\n\n\n\n\n\n\n  (ii)  if SpinCo does not initiate such an IP Action itself or through its designee with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP within the Parent Field by a Third Party within ninety (90) days after receipt of a written request from Parent to assume control over the enforcement of such violation of such Licensed SpinCo IP inside the Parent Field, then Parent shall have, with the prior consent of SpinCo, which will not be unreasonably withheld, the right, but not the obligation, to bring and to control such IP Action (provided that if Parent does not do so within thirty (30) days after the end of such original ninety (90) day-deadline, the right to initiate and control an IP Action shall revert back to SpinCo and shall again be subject to the terms set forth above). For avoidance of doubt, Parent shall not have any right to initiate any IP Action with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP by a Third Party except within the Parent Field.   (b) Enforcement Action Process.   (i) The Party initiating or otherwise controlling any enforcement IP Action hereunder (the \"Enforcing Party\"), including the right to communicate any objection or other form of challenge to any Third Party, shall, as between the Parties, have the right to select counsel for any IP Action initiated by it or its designee pursuant to this Section 3.6. The Party that is not the Enforcing Party (the \"Non-Enforcing Party\") shall, to the extent it is a necessary party to the IP Action (or is otherwise reasonably requested by the enforcing Party), join the Enforcing Party (and/or, if applicable, its designee(s)) at the Enforcing Party's expense and agree to be represented by counsel for the Enforcing Party in any infringement or other IP Action commenced by the Enforcing Party (or its designee) and shall, upon request of the Enforcing Party, execute such documents and perform such other acts as may be reasonably required and requested by the Enforcing Party at the Enforcing Party's expense in connection with such enforcement IP Action;  provided, that the Non-Enforcing Party shall have the right to engage, at its cost and expense, independent counsel of its choice to advise such Non-Enforcing Party in connection with such assistance to the Enforcing Party.   (ii) The Non-Enforcing Party shall cooperate with, and provide reasonable assistance to, the Enforcing Party (and its designees) in connection with any IP Action brought by the Enforcing Party (or its designee) hereunder to the extent relating to the Licensed SpinCo IP, as may be reasonably requested by the Enforcing Party, including by providing access to relevant documents and other evidence (provided that the Parties shall enter into a joint defense agreement with respect to the common interest privilege protecting such communications in a form reasonably acceptable to the Parties) and making its employees available, subject to the other Party's reimbursement of any costs and expenses incurred by the Non-Enforcing Party in providing such assistance. The Enforcing Party shall keep the Non-Enforcing Party reasonably informed of any determinations or significant developments in any IP Action initiated by it pursuant to this Section 3.6 and, if the Non-Enforcing Party is SpinCo, then the Parent shall reasonably consult with the SpinCo and take into consideration input provided to Parent by SpinCo to the extent reasonable and provided in a timely manner.   (c) Allocation of Costs and Recoveries. Unless otherwise mutually agreed by the Parties, (i) the costs and expenses relating to any enforcement IP Action commenced pursuant to this Section 3.6 shall be borne by the Enforcing Party; and (ii) any settlement payments or\n\n  -11-\n\n\n\n\n\n\n\n  damages or other monetary awards (\"Recoveries\") recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6, whether by judgment or settlement, shall be allocated in the following order: (A) to reimburse the Enforcing Party for any costs and expenses incurred by or on behalf of the Enforcing Party and/or its designee(s) with respect to such IP Action, (B) to reimburse the Non-Enforcing Party for any costs and expenses incurred by such Party with respect to such IP Action to the extent the Non-Enforcing Party participated in an IP Action pursuant to this  Section 3.6 (and has not already been reimbursed by the Enforcing Party), including if it joins such IP Action (but excluding, for the avoidance of doubt, the cost of any counsel employed by the Non-Enforcing Party), and (C) the remainder shall be allocated to the Enforcing Party.   (d) Settlement of Enforcement IP Action. The Enforcing Party shall not settle, or enter into a voluntary consent judgment with respect to, any enforcement IP Action under this Section 3.6 in a manner that would include any admissions of invalidity or unenforceability against the Non-Enforcing Party, or wrongdoing by the Non-Enforcing Party or any of its Group, or imposes any liability or payment or other obligation on the Non-Enforcing Party or any of its Group, without the Non-Enforcing Party's written consent (such consent not to be unreasonably withheld, conditioned or delayed) and in any event, without notifying the Non-Enforcing Party of any such proposed settlement or voluntary consent judgment. For the avoidance of doubt, and without limiting the foregoing, as between the Parties, the Enforcing Party shall have the sole and exclusive right to settle, or enter into a voluntary consent judgment with respect to, any enforcement IP Action under this Section 3.6. For the avoidance of doubt, Parent shall not settle or enter into a voluntary consent judgment or enter into any other agreement that shall in any way impair the rights of SpinCo with respect to its Intellectual Property outside the Parent Field without SpinCo's consent, which may be withheld in its sole option.   3.7 Bankruptcy. In the event that this Agreement is terminated or rejected by SpinCo, a member of the SpinCo Group or its receiver or trustee under applicable bankruptcy laws due to such Party's bankruptcy, then all rights and licenses granted under or pursuant to this Agreement by SpinCo to Parent are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code (the \"Code\") and any similar laws in any other country, licenses of rights to \"intellectual property\" as defined under the Code for purposes of Section 365(n). The Parties agree that all intellectual property rights licensed hereunder, including, without limitation, any patents or patent applications in any country of SpinCo or a member of SpinCo Group covered by the license grants under this Agreement, are part of the \"intellectual property\" as defined under the Code for purposes of Section 365(n) subject to the protections afforded the non-terminating Party under Section 365(n) of the Code, and any similar law or regulation in any other country.   3.8 Trademark Disclaimer. Neither Parent nor SpinCo nor any member of the Parent Group or SpinCo Group grants any right or license to the other to use any Parent Name or Parent Mark or SpinCo Name or SpinCo Mark in any manner including, without limitation, use in commerce as a trade name, trademark or other designation of origin. Notwithstanding the foregoing, it is understood that signage, letterhead, invoices, business cards, promotional materials and similar items may reference the Parent Name or Parent Mark \"MeadWestvaco\" and \"MWV\" in the same manner as used by SpinCo prior to the Effective Time, during a twelve-month phase out period as SpinCo replaces such Parent Name and Parent Mark with the SpinCo Name and SpinCo Mark.\n\n  -12-\n\n\n\n\n\n\n\n  4. MUTUAL RELEASES; INDEMNIFICATION   4.1 Release of Pre-Distribution Claims.   (a) SpinCo Release of Parent. Except as provided in Sections 4.1(c) and 4.1(d), effective as of the Effective Time, SpinCo does hereby, for itself and each other member of the SpinCo Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) Parent and the members of the Parent Group, and their respective successors and assigns, and (ii) all Persons who at any time prior to the Effective Time are or have been shareholders, directors, officers, agents or employees of any member of the Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, and (iii) all Persons who at any time prior to the Effective Time are or have been shareholders, directors, officers, agents or employees of a Transferred Entity and who are not, as of immediately following the Effective Time, directors, officers or employees of SpinCo or a member of the SpinCo Group, in each case from (A) all SpinCo IP Liabilities and (B) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the SpinCo IP Assets or the SpinCo IP Liabilities.   (b) Parent Release of SpinCo. Except as provided in Sections 4.1(c) and 4.1(d), effective as of the Effective Time, Parent does hereby, for itself and each other member of the Parent Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) SpinCo and the members of the SpinCo Group, and their respective successors and assigns, and (ii) all Persons who at any time prior to the Effective Time are or have been shareholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, and (iii) all Persons who at any time prior to the Effective Time are or have been shareholders, directors, officers, agents or employees of a Transferred Entity and who are not, as of immediately following the Effective Time, directors, officers or employees of SpinCo or a member of the SpinCo Group, in each case from (A) all Parent IP Liabilities and (B) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the Parent IP Assets or the Parent IP Liabilities.\n\n  -13-\n\n\n\n\n\n\n\n  (c) Obligations Not Affected. Nothing contained in Section 4.1(a) or Section 4.1(b) shall impair any right of any Person to enforce this Agreement. Nothing contained in Section 4.1(a) or Section 4.1(b) shall release any Person from:   (i) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement;   (ii) any Liability that the Parties may have with respect to indemnification or contribution or other obligation pursuant to this Agreement for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of the Separation Agreement; or   (iii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.1.   In addition, nothing contained in Section 4.1(a) or Section 4.1(b) shall release any member of the Parent Group from honoring its existing obligations to indemnify any director, officer or employee of SpinCo who was a director, officer or employee of any member of the Parent Group on or prior to the Effective Time, to the extent such director, officer or employee becomes a named defendant in any Action (as defined in the Separation Agreement) with respect to which such director, officer or employee was entitled to such indemnification pursuant to such existing obligations; it being understood that, if the underlying obligation giving rise to such Action is a SpinCo IP Liability, SpinCo shall indemnify Parent for such Liability (including Parent's costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Section 4.   (d) No Claims. 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).   (e) Execution of Further Releases. At any time at or after the Effective Time, at the request of either Party, the other Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions of this Section 4.1.   4.2 Indemnification. Except as otherwise specifically set forth in this Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless the Parent Indemnitees from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, (a) any SpinCo IP Liability, and (b) any failure of SpinCo, any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo IP Liabilities in accordance with their terms, whether arising prior to, on or after the Effective Time. Except as otherwise specifically set forth in this Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent\n\n  -14-\n\n\n\n\n\n\n\n  Group to, indemnify, defend and hold harmless the SpinCo Indemnitees from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, (a) any Parent IP Liability, and (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent IP Liabilities in accordance with their terms, whether arising prior to, on or after the Effective Time.   4.3 Other Terms and Conditions Incorporated by Reference. Each Party acknowledges and agrees that with respect to the indemnification obligations set forth in Section 4.2 above, the terms and conditions of  Section 4.4 (Indemnification Obligations Net of Insurance Proceeds and Other Amounts) through Section 4.10 (Survival of Indemnities) of the Separation Agreement are hereby incorporated by reference and shall apply to such indemnification obligations.   5. EXCHANGE OF INFORMATION; CONFIDENTIALITY   5.1 Agreement for Transfer and Exchange of Information.   (a) Each of Parent and SpinCo, on behalf of itself and each member of its Group, acknowledges and agrees that, with respect to Information that it will own as a result of the Separation, each is entitled to physical possession of Information that exists in tangible and intangible form, including Software, Technology, or electronic data that may exist on hard-drives, or other electronic storage means (\"Tangible/Intangible Information\"). Subject to subsections (i)-(iii) of this Section 5.1(a), each Party agrees that prior to the date that is six (6) months after the Effective Time (\"Delivery Date\"), it will deliver possession of any Tangible/Intangible Information of the other Party that is in its possession or control to the other Party, without retaining any copies.   (i) To the extent that any Tangible/Intangible Information of SpinCo is in the possession of Parent, is comingled, and separation is not commercially reasonable, Parent will make such Tangible/Intangible Information available to SpinCo to separate at its own expense. If SpinCo chooses to separate such Tangible/Intangible Information, then Parent will deliver possession to SpinCo of any such separated Tangible/Intangible Information within one (1) month after such separation, without retaining any copies.   (ii) To the extent that any Tangible/Intangible Information of Parent is in the possession of SpinCo, is comingled, and separation is not commercially reasonable, SpinCo shall, at its option, (x) separate such comingled Tangible/Intangible Information at its own expense and deliver possession to Parent of any such separated Tangible/Intangible Information by the Delivery Date, without retaining any copies or (y) deliver possession of all of such comingled Tangible/Intangible Information to Parent by the Delivery Date, without retaining any copies.   (iii) To the extent Parent is in possession of any comingled Tangible/Intangible Information, that is not separated by SpinCo pursuant to Section 5.1(a)(i), then Parent shall be entitled to maintain possession of such Tangible/Intangible Information, but (A) shall provide reasonable access to SpinCo upon SpinCo's request, including the opportunity to make extracts or copies, and (B) Parent shall not use or otherwise access that portion of the\n\n  -15-\n\n\n\n\n\n\n\n  comingled Tangible/Intangible Information that is the property of SpinCo, and shall retain such Tangible/Intangible Information in confidence as set forth in the Section 6.9 of the Separation Agreement. To the extent practical, SpinCo shall be entitled to redact or obscure any of SpinCo's Tangible/Intangible Information that is so retained by Parent.   (b) Subject to the applicable confidentiality obligations of the Separation Agreement, each of Parent and SpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party's Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) in the possession or under the control of such Party or its Group which the requesting Party or its Group requests, in good faith in order to evaluate or use such Information for commercial purposes within the Parent Field or SpinCo Field, as appropriate, to the extent that (i) such Information relates to any SpinCo IP Asset or SpinCo IP Liability, if SpinCo is the requesting Party; (ii) such Information is necessary for Parent or any member of Parent Group to exercise its rights under the license granted in Section 3.1 of this Agreement, if Parent is the requesting Party, (iii) such Information is required by the requesting Party to comply with its obligations under this Agreement; or (iv) such Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided, however, that, for any of the foregoing (i) - (iv), in the event that the Party to whom the request has been made determines that any such provision of Information could be detrimental to the Party providing the Information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence. The Party providing Information pursuant to this Section 5.1(b) shall only be obligated to provide such Information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 5.1 shall expand the obligations of a Party under Section 5.4.   5.2 Ownership of Information. The provision of any Information pursuant to Section 5.1 shall not affect the ownership of such Information (which shall be determined solely in accordance with the terms of this Agreement, the Separation Agreement and the Ancillary Agreements), or constitute a grant of rights in or to any such Information (such grant of rights, to the extent they exist, are expressly addressed elsewhere in this Agreement). For the avoidance of doubt, no Party shall be required to provide to the other Party any updates, improvements, or additions to any Intellectual Property that it owns after the Effective Time.   5.3 Compensation for Providing Information. The Party requesting Information pursuant to Section 5.1(b) above agrees to reimburse the other Party for the reasonable costs, if any, of creating, gathering, copying, transporting and otherwise complying with the request with respect to such Information (including any reasonable costs and expenses incurred in any review of Information for purposes of protecting the Privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested Information). Except as may be otherwise specifically provided elsewhere in this Agreement, the Separation Agreement,\n\n  -16-\n\n\n\n\n\n\n\n  any other Ancillary Agreement or any other agreement between the Parties, such costs shall be computed in accordance with the providing Party's standard methodology and procedures.   5.4 Other Rights and Obligations. The rights and obligations of the Parties under Section 6.4 (Record Retention), Section 6.5 (Limitation of Liability), Section 6.6 (Other Agreements Providing for Exchange of Information), Section 6.7 (Production of Witnesses; Records; Cooperation), Section 6.8 (Privileged Matters), Section 6.9 (Confidentiality), and Section 6.10 (Protective Arrangements) of the Separation Agreement are hereby incorporated into this Section 5 as if fully set forth herein. To the extent (a) Parent, or any member of the Parent Group, receives from SpinCo, or any member of the SpinCo Group, or (b) SpinCo, or any member of the SpinCo Group receives from Parent, or any member of the Parent Group, any Information that is trade secret under applicable law, the five (5) year confidentiality period of Section 6.9(a) of the Separation Agreement with respect to such Information shall be extended until such time as the received Information is no longer trade secret.   6. FURTHER ASSURANCES AND ADDITIONAL COVENANTS   6.1 Further Assurances.   (a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use its commercially reasonable efforts, prior to, on and after the Effective Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement.   (b) Without limiting the foregoing, prior to, on and after the Effective Time, each Party hereto shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party, to execute and deliver, or use its reasonable best efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all Approvals or Notifications of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument (including any consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement, in order to effectuate the provisions and purposes of this Agreement and the transfers of the SpinCo IP Assets and the assignment and assumption of the SpinCo IP Liabilities and the other transactions contemplated hereby and thereby.   (c) On or prior to the Effective Time, Parent and SpinCo in their respective capacities as direct and indirect shareholders of the members of their Groups, shall each ratify any actions which are reasonably necessary or desirable to be taken by Parent, SpinCo or any of the members of their respective Groups, as the case may be, to effectuate the transactions contemplated by this Agreement.   7. TERMINATION   7.1 Termination. 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\n\n  -17-\n\n\n\n\n\n\n\n  any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.   7.2 Effect of Termination. 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.   8. MISCELLANEOUS   8.1 Counterparts; Entire Agreement; Corporate Power.   (a) 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.   (b) This Agreement and the Separation Agreement and the Exhibits, Schedules and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to this Agreement.   (c) Parent represents on behalf of itself and each other member of the Parent Group, and SpinCo represents on behalf of itself and each other member of the SpinCo Group, as follows:   (i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and   (ii)  this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.   (d)  Each Party acknowledges that it and each other Party may execute this Agreement by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.\n\n  -18-\n\n\n\n\n\n\n\n  8.2 Other Incorporated Miscellaneous Terms. 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.   [Remainder of page intentionally left blank]\n\n  -19-\n\n\n\n\n\n\n\n  IN WITNESS WHEREOF, the Parties have caused this Intellectual Property Agreement to be executed by their duly authorized representatives.     WESTROCK COMPANY           By: /s/ Robert B. McIntosh     Name: Robert B. McIntosh     Title: Executive Vice President, General Counsel           INGEVITY CORPORATION           By: /s/ D. Michael Wilson     Name: D. Michael Wilson     Title: President and Chief Executive Officer"}]}, {"title": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "JOINT VENTURE AGREEMENT", "answer_start": 207}], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Harvest Gold Farms Inc.,", "answer_start": 509}, {"text": "\"NVOS\")", "answer_start": 76}, {"text": "NVOS and HGF may be referred to herein collectively as the \"Parties\" and separately as a \"Party.\"", "answer_start": 720}, {"text": "Novo Integrated Sciences Inc.", "answer_start": 332}, {"text": "HGF", "answer_start": 114}], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "December 19, 2019", "answer_start": 243}], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "December 19, 2019", "answer_start": 243}, {"text": "\"Effective Date\" is the date of the most recent final signature on this Agreement.", "answer_start": 3441}], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 10582}], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding.", "answer_start": 10735}, {"text": "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.", "answer_start": 10858}], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 15322}, {"text": "During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement.", "answer_start": 15574}], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 13791}, {"text": "NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares.", "answer_start": 11839}, {"text": "To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period.", "answer_start": 11422}, {"text": "To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year", "answer_start": 11679}], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": false}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 13368}], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": false}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10.1 JOINT VENTURE AGREEMENT BETWEEN NOVO INTEGRATED SCIENCES INC. (\"NVOS\") AND HARVEST GOLD FARMS INC. (\"HGF\") FOR THE DEVELOPMENT, MANAGEMENT AND OPERATION OF HEMP FARMING AND MEDICINAL CROPS\n\n\n\n\n\nJOINT 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.\" RECEITALS WHEREAS, NVOS is willing to assist in development, assist in management and purchase biomass resulting from open field farming for health-related cash crops, in particular medicinal cannabis and industrial hemp; WHEREAS, NVOS is willing to develop and construct processing facilities as well as finished goods manufacturing and packaging facilities; WHEREAS, NVOS is willing to provide the Joint Venture access to its distribution pathways established either directly or indirectly through NVOS or its wholly or partially owned subsidiaries; WHEREAS, NVOS is willing to establish reasonable commercial cost bases to product processing and packaging ensuring a profitable and fully transparent Joint Venture; WHEREAS, NVOS is willing to utilize all applicable HGF tools and offerings for the purposes of developing a fully comprehensive North American business platform; WHEREAS, HGF is willing to work towards a mutually acceptable Joint Venture; WHEREAS, HGF is willing to engage to its fullest potential in the licencing, employment harvesting, legal right consulting, business development within its geographical jurisdiction; WHEREAS, HGF is willing assist in transport and distribution of raw and finished goods in both domestic and international jurisdictions; WHEREAS, HGF is willing to provide certified biomass to the JV on pre-determined, mutually agreed price per acre and participate on a net revenue split of products offered to market directly or indirectly through NVOS channels; NOW THEREFORE, the Parties agree to sign this Agreement for the purposes of developing, managing and arranging medicinal farming projects involving hemp and cannabis cash crops (hereinafter referred to as the \"Primary Project\") under the following terms set out in this Agreement for the noted project (herein, referred to as the \"Primary Contract\").\n\n\n\n\n\nARTICLE 1 - DEFINITIONS AND INTERPRETATION 1.1 For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set forth below and grammatical variations of such terms shall have corresponding meanings: (a) \"Action\" means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for Taxes or otherwise. (b) \"Agreement\" means this Joint Venture Agreement, dated December 19, 2019. (c) \"Company\" means the Joint Venture entity which will be registered and incorporated in a Canadian jurisdiction with its operating name as Novo Earth Therapeutics Inc. (d) \"Cost\" means cost of goods sold as defined in the financials of the Primary Project. (e) \"Effective Date\" is the date of the most recent final signature on this Agreement. (f) \"EPC\" means engineering, procurement, construction contracts. (g) \"HFG\" means Harvest Gold Farms Inc. (h) \"Joint Venture\" means a business arrangement where NVOS and HGF have agreed to pool their resources for the purpose of the Primary Project. (i) \"Law\" means any domestic or foreign, federal, state, provincial, municipal or local law, statute, ordinance, code, rule, or regulation having the force of law. (j) \"NHL\" means Novo Healthnet Limited. (k) \"NVOS\" means Novo Integrated Sciences Inc. (l) \"Parties\" means collectively, Harvest Gold Farms Inc. and Novo Integrated Sciences Inc. (m) \"Party\" identifies, separately, either Harvest Gold Farms Inc. or Novo Integrated Sciences Inc. (n) \"Primary Contract\" means the terms set out in this agreement for the Primary Project. (o) \"Primary Project\" means this agreement that outlines the development, management and arranging of medicinal farming projects involving hemp and cannabis cash crops. (p) \"Tax(es)\" means any federal, state, provincial, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or nature imposed by any Taxing Authority (including any income (net or gross), gross receipts, profits, windfall profit, sales, use, goods and services, ad valorem, franchise, license, withholding, employment, social security, workers compensation, unemployment compensation, employment, payroll, transfer, excise, import, real property, personal property, intangible property, occupancy, recording, minimum, alternative minimum, environmental or estimated tax), including any liability therefor as a transferee (including under Section 6901 of the Code or similar provision of applicable Law) or successor, as a result of Treasury Regulation Section 1.1502-6 or similar provision of applicable Law or as a result of any Tax sharing, indemnification or similar agreement, together with any interest, penalty, additions to tax or additional amount imposed with respect thereto.\n\n\n\n\n\n(q) \"Taxing Authority\" means the Internal Revenue Service, the Canada Revenue Agency and any other Authority responsible for the collection, assessment or imposition of any Tax or the administration of any Law relating to any Tax. (r) \"Tax Return\" means any return, information return, declaration, claim for refund or credit, report or any similar statement, and any amendment thereto, including any attached schedule and supporting information, whether on a separate, consolidated, combined, unitary or other basis, that is filed or required to be filed with any Taxing Authority in connection with the determination, assessment, collection or payment of a Tax or the administration of any Law relating to any Tax. 1.2 Interpretive Provisions. Unless the express context otherwise requires: (a) the words \"hereof,\" \"herein,\" and \"hereunder\" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; (c) references herein to a specific Section, Subsection, Recital, Schedule or Exhibit shall refer, respectively, to Sections, Subsections, Recitals, Schedules or Exhibits of this Agreement; (d) wherever the word \"include,\" \"includes,\" or \"including\" is used in this Agreement, it shall be deemed to be followed by the words \"without limitation\"; (e) references herein to any gender shall include each other gender; (f) references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof; (g) with respect to the determination of any period of time, the word \"from\" means \"from and including\" and the words \"to\" and \"until\" each means \"to and including\"; (h) references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and (i) references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.\n\n\n\n\n\nARTICLE 2 - ENTERPRISE NAME 2.1 The Joint Venture has been registered and incorporated in a Canadian jurisdiction mutually acceptable to both parties and will be referred to as the \"Company\", the Company shall have all the liabilities of the project in relation to finance and operation with HGF having no liability in relation to the project. ARTICLE 3 - RELATIONSHIP OF PARTIES 3.1 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. ARTICLE 4 - OFFICE LOCATION 4.1 The Company shall have an office in the NVOS head office location as well as an office on the Primary Project location and if necessary, offices in international jurisdictions for the purpose of sales and promotion. ARTICLE 5 - START UP CAPITAL AND CONTRIBUTIONS 5.1 Each of the Parties shall contribute to the start-up as follows: 5.1.1 NVOS \u25cf Complete and finalize a business plan and layout plans, a detailed procurement project binder and an implementation and roll-out plan. \u25cf Make arrangements for construction and financing options of any facilities required for the profitable farming of medicinal crops or related facilities. \u25cf Direct project finance model and selection of EPC and management service providers. \u25cf Arrange for product purchase contracts. 5.1.2 HGF \u25cf Will provide the land and approvals for greenhouse (if necessary), open field farming and other facilities as required. \u25cf Arrange for all required titled land for greenhouses and outdoor agriculture platforms. \u25cf Arrange for all building permits, environmental approvals and HGF internal approvals including confirmation of tax-free Company status for the duration of the proposal (if possible). \u25cf Provide elite farming expertise for the purposes of maximizing potential profits, inclusive of harvesting techniques and process flow and engineering. ARTICLE 6 - HGF AND NVOS COMMITMENTS SCHEDULE 6.1 Upon execution of the proposal, HGF will provide necessary documentation for all land intended for use in the Primary Project including beneficial owners, addresses, and parcel size.\n\n\n\n\n\n6.2 Upon execution of the proposal, HGF will provide necessary documentation (allocated land) required for the completion of the construction and management package. 6.3 Harvesting schedule occurs as dictated by determined cash crop selection. Accompanying cash flow projections will be completed upon binding buyer contract receipt. ARTICLE 7 - PRINCIPLE AND LINE OF CREDIT RETURNS 7.1 Priority is given to all debt service requirements with principle pay-back schedule adherence based on cash flow actual conditions. Distribution to Parties as per agreement on a \"last to issue\" basis. ARTICLE 8 - TERM OF AGREEMENT 8.1 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. NVOS and HGF may renew the Agreement within two (2) years of the expiry of the initial term upon mutual understanding. 8.2 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. 8.3 Both parties may enter into buyout negotiations with the other Party on terms agreeable to both Parties. ARTICLE 9 - OBLIGATIONS OF NVOS 9.1 To maintain all financial records of the Company and provide quarterly and annual reporting to all Company stakeholders. All records are kept under US GAAP compliance standards. 9.2 Assign and direct operational staff from onset to agreement termination. 9.3 To remunerate HGF on the basis of thirty percent (30%) of net Company income basis on an annual basis commencing 12 months after the first full 12-month revenue period. 9.4 To purchase product from the Company at a price of cost plus five percent (5%). 9.5 To issue two (2) million NVOS common stock upon successful target of twenty-five million dollars ($25M) of net profit achieved by the Company each fiscal year. NVOS common stock will be delivered to HGF via Novo Healthnet Limited (\"NHL\") exchangeable preferred shares. All parties understand NVOS is a U.S. reporting publicly traded corporation and that any NVOS common shares issued, from exchanging the NHL exchangeable preferred shares, will be provided under the guiding U.S. rules and regulations. Furthermore, all parties understand these shares will carry the same rights and conditions, with no special terms or conditions, as all NVOS common shares authorized for issue under the companies' Nevada Articles of Incorporation. 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.\n\n\n\n\n\nARTICLE 10 - OBLIGATIONS OF HGF 10.1 To assist the Company in any way deemed necessary by the Company in the marketing and sales of all cash crops associated to the Primary Project both domestically and internationally. 10.2 To maintain positive relations with agencies (government and environmental) ensuring continuing land use and development. 10.3 To promote and maintain positive public relations activities ensuring positive Company public opinion. 10.4 To grow medicinal agriculture crop at the highest standard, subject to independent third party biomass testing. 10.5 To grow in the most profitable manner while maintaining the standards of excellence required to maintain elite status. 10.6 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. ARTICLE 11 - MANAGEMENT PERSONNEL 11.1 All staffing, including but not limited to, management, specialized or general labor requirements for farming will be the sole responsibility of HGF. ARTICLE 12 - DIVIDEND DISTRIBUTIONS 12.1 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. 12.2 The distribution will be based on NVOS audited review and will be made within three months of annual considerations. ARTICLE 13 - CURRENCY 13.1 Except where otherwise expressly provided, all amounts of monies referenced are in US dollars. ARTICLE 14 - BANKING AND ACCOUNTING 14.1 The Company will have a segregated bank account controlled by NVOS for general operating expenses and a segregated investment account for passive short-term secured investments. ARTICLE 15 - FINANCIAL STATEMENTS 15.1 The Company will prepare quarterly statements for review by the Parties, released on the 15th day of each subsequent quarter.\n\n\n\n\n\n15.2 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. 15.3 The Company's fiscal year is September 1 through August 31. ARTICLE 16 - TAXES 16.1 The Company will ensure timely remittance of all tax liabilities and ensure specific adherence to any specific tax considerations. HGF will ensure maximum tax reduction and where possible elimination of any tax consideration. ARTICLE 17 - PRESERVATION OF RECORDS 17.1 All company records will be kept for a minimum of five (5) years unless otherwise required by federal or provincial law. ARTICLE 18 - ASSIGNMENT BY NVOS 18.1 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. ARTICLE 19 - ASSIGNMENT BY HGF 19.1 During the term of this agreement HGF shall have the right, upon written approval of NVOS, to assign, transfer or sell all or part of their interest in this agreement. ARTICLE 20 - BEST EFFORTS 20.1 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. ARTICLE 21 - DISPUTES 21.1 The Parties shall negotiate in good faith and make every effort to settle any dispute, or claim, that may arise out of, or relate to, the Agreement. If agreement cannot be reached, an aggrieved Party shall, if he intends to proceed further in terms of Section 21.2 hereof, advise all other Parties in writing that negotiations have failed and that he intends to refer the matter to mediation in terms of Section 21.2. 21.2 Not earlier than ten (10) working days after having advised the other Party, in terms of Section 21.2, that negotiations in regard to a dispute have failed, an aggrieved Party may require that the dispute be referred, without legal representation, to mediation by a single mediator. The mediator shall be selected by agreement between the Parties. The costs of the mediation shall be borne equally by the Parties.\n\n\n\n\n\nThe mediator shall convene a hearing of the Parties and may hold separate discussions with either Party and shall assist the Parties in reaching a mutually acceptable settlement of their differences through means of reconciliation, interpretation, clarification, suggestion and advice. The Parties shall record such agreement in writing and thereafter they shall be bound by such agreement. The mediator is authorised to end the mediation process whenever in his opinion further efforts at mediation would not contribute to a resolution of the dispute between the Parties. 21.3 Where a dispute or claim is not resolved by mediation, it shall be referred to arbitration by a single arbitrator to be selected by agreement between the Parties. The Party requiring referral to arbitration shall notify the other Party, in writing, thereof, not later than thirty (30) calendar days after the mediator has expressed his opinion, failing which the mediator's opinion shall be deemed to have been accepted by the Parties and shall be put into effect. Arbitration shall be conducted in accordance with the provisions of the Arbitration Act No. 42 of 1965, as amended, and in accordance with such procedure as may be agreed by the Parties or, failing such agreement, in accordance with the rules for the Conduct of Arbitrations published by the Association of Arbitrators and current at the date that the arbitrator is appointed. The decisions of the arbitrator shall be final and binding on the Parties, shall be carried into immediate effect and, if necessary, be made an order of any court of competent jurisdiction. ARTICLE 22 - INDEMNIFICATION 22.1 The Parties agree to mutually defend, indemnify and save one another harmless from and against any claims, demands, actions, losses, damages, costs, charges, liabilities and any expenses, including legal fees of whatever kind arising out of or in connection with each parties' activities conducted pursuant to this Agreement. ARTICLE 23 - CONFORMITY WITH LAWS 23.1 In this Agreement, the singular includes the plural and the masculine includes the feminine and neuter and vice versa unless the context otherwise requires. 23.2 If any provision or part of any provision in this Agreement is void for any reason or found to be unenforceable, it may be severed without affecting the validity and enforceability of the balance of the Agreement. 23.3 This Agreement binds and benefits the parties and their respective heirs, executors, administrators, personal representatives, successors and assigns. 23.4 This Agreement contains the sole and entire agreement between the parties and supersedes any and all other agreements, both verbal and written, between them.\n\n\n\n\n\n23.5 The parties agree that neither of them has made any representations with respect to the subject matter of this Agreement, or any representations inducing the execution and delivery hereof, except such representations as are specifically set forth herein. ARTICLE 24 - CONFIDENTIALITY 24.1 The parties shall keep confidential all business terms and conditions of this Agreement and neither shall release such information to any other party without the express written consent of the other, in the case of NVOS, it is understood that NVOS will be filing this Agreement with the Security Exchange Commission of the United States of America in a matter compliant to publicly listed company rules. ARTICLE 25 - ENTIRE AGREEMENT 25.1 No waiver or modification of this Agreement or of any covenant, condition or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. 25.2 Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid. 25.3 The provisions of this paragraph may not be waived as set forth herein. [Signatures Appear on Following Page]\n\n\n\n\n\nARTICLE 26 - AFFIRMATION AND EXECUTION Novo Integrated Sciences Inc. By: /s/ Robert Mattacchione Name: Robert Mattacchione Title: CEO Date: December 19, 2019 Address for Notices: 119 Westcreek Drive Unit 1 Woodbridge, Ontario, Canada, L4L 9N6 Email: xxxxxxxxx@xxxxxxx.com Harvest Gold Farms Inc. By: /s/ Michael Scully Name: Michael Scully, BBA J.D. Title: President Date: December 19, 2019 Address for Notices: 866 E. H. Daigle Blvd. Grand Falls, New Brunswick, Canada, E3Z 3E8 Email: xxxxxxxxx@gmail.com\n\n\n\n\n\nSCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019."}]}, {"title": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement", "paragraphs": [{"qas": [{"answers": [{"text": "CONTENT LICENSE AGREEMENT", "answer_start": 315}], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "XFN", "answer_start": 3046}, {"text": "CHINA ECONOMIC INFORMATION SERVICE OF XINHUA NEWS AGENCY", "answer_start": 80}, {"text": "CEIS", "answer_start": 2850}, {"text": "XINHUA FINANCIAL NETWORK LIMITED", "answer_start": 206}], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "15th day of December 2001", "answer_start": 2487}], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "EFFECTIVE DATE     means 18 May 2000;", "answer_start": 4380}], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 12794}], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 12996}], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": false}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "This Agreement is governed by and shall be construed in      accordance with the laws of Hong Kong", "answer_start": 17201}], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [{"text": "During the Term, CEIS agrees not to appoint any other licensees for the      distribution of the Content in the People's Republic of China.", "answer_start": 7263}, {"text": "(a)  store or cache the Content in one or more host computers controlled           directly or indirectly by XFN or its Affiliates;\n\n     (b)  adapt, translate, modify, reproduce, copy, amend, revise or encode the           Content; and\n\n     (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.", "answer_start": 5997}, {"text": "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:", "answer_start": 5730}], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": false}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "XFN may terminate this Agreement by giving thirty (30) days written notice      to the CEIS.", "answer_start": 13213}], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "media now or hereafter known.", "answer_start": 6427}, {"text": "(a)  store or cache the Content in one or more host computers controlled           directly or indirectly by XFN or its Affiliates;\n\n     (b)  adapt, translate, modify, reproduce, copy, amend, revise or encode the           Content; and\n\n     (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.", "answer_start": 5997}, {"text": "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:\n\n     (a)  store or cache the Content in one or more host computers controlled           directly or indirectly by XFN or its Affiliates;\n\n     (b)  adapt, translate, modify, reproduce, copy, amend, revise or encode the           Content; and\n\n     (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", "answer_start": 6519}, {"text": "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:", "answer_start": 5730}], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [{"text": "media now or hereafter known.", "answer_start": 6427}, {"text": "(a)  store or cache the Content in one or more host computers controlled           directly or indirectly by XFN or its Affiliates;\n\n     (b)  adapt, translate, modify, reproduce, copy, amend, revise or encode the           Content; and\n\n     (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.", "answer_start": 5997}, {"text": "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:\n\n     (a)  store or cache the Content in one or more host computers controlled           directly or indirectly by XFN or its Affiliates;\n\n     (b)  adapt, translate, modify, reproduce, copy, amend, revise or encode the           Content; and\n\n     (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", "answer_start": 6519}, {"text": "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:", "answer_start": 5730}], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": false}, {"answers": [{"text": "media now or hereafter known.", "answer_start": 6427}, {"text": "(a)  store or cache the Content in one or more host computers controlled           directly or indirectly by XFN or its Affiliates;\n\n     (b)  adapt, translate, modify, reproduce, copy, amend, revise or encode the           Content; and\n\n     (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.", "answer_start": 5997}, {"text": "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:\n\n     (a)  store or cache the Content in one or more host computers controlled           directly or indirectly by XFN or its Affiliates;\n\n     (b)  adapt, translate, modify, reproduce, copy, amend, revise or encode the           Content; and\n\n     (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", "answer_start": 6519}, {"text": "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:", "answer_start": 5730}], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": false}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "XinhuaSportsEntertainmentLtd_20070221_F-1_EX-99.4_645553_EX-99.4_Content License Agreement__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "EXHIBIT 99.4\n\n                            DATED 15TH DECEMBER 2001\n\n            CHINA ECONOMIC INFORMATION SERVICE OF XINHUA NEWS AGENCY\n\n                                       AND\n\n                        XINHUA FINANCIAL NETWORK LIMITED\n\n                                   ----------\n\n                            CONTENT LICENSE AGREEMENT                SUPPLEMENT TO THE EXCLUSIVE BROADCASTING AGREEMENT\n\n                                   ----------\n\n                                BAKER & McKENZIE                            14th Floor Hutchison House                                 10 Harcourt Road                                     Hong Kong                                  Tel: 2846-1888                                  Fax: 2845-0476\n\n                                     CONTENT\n\nClause                                                                      Page ------                                                                      ----                                                                           1.  Definitions and Interpretation.......................................     1 2.  Grant of Rights......................................................     2 3.  Delivery of Content..................................................     3 4.  Consideration........................................................     3 5.  Representations and Warranties.......................................     4 6.  Indemnity............................................................     4 7.  Term.................................................................     5 8.  Termination..........................................................     5 9.  Further Assurance....................................................     6 10. Entire Agreement; Amendments.........................................     6 11. Severance............................................................     6 12. No Waiver............................................................     6 13. Costs And Expenses...................................................     6 14. Counterparts.........................................................     6 15. Notice...............................................................     6 16. Governing Law And Arbitration........................................     7 Execution................................................................     8\n\nSchedule 1 - Contents\n\n                                       -i-\n\nTHIS AGREEMENT is made the 15th day of December 2001.\n\nBETWEEN\n\n(1)  CHINA ECONOMIC INFORMATION SERVICE OF XINHUA NEWS AGENCY, the organisation      within the Xinhua News Agency that is responsible for news and information      operations and business, registered in the People's Republic of China with      offices at 57 Xuanwumen Xidajie, Beijing, the People's Republic of China (      \"CEIS\"); and\n\n(2)  XINHUA FINANCIAL NETWORK LIMITED, a company incorporated in Hong Kong whose      registered office is at Room 2003-4, Vicwood Plaza, 199 Des Voeux Road      Central, Hong Kong (\"XFN\"),\n\n     (collectively referred to as \"PARTIES\"; individually, a \"PARTY\").\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\nWHEREAS:\n\n(A)  CEIS is the owner and distributor of certain content of Xinhua News Agency      relating to financial and economic information;\n\n(B)  CEIS wishes to appoint XFN as its licensee to distribute the content to      users throughout the world in accordance with the terms and conditions of      this Agreement.\n\nIT IS HEREBY AGREED as follows:\n\n1.   DEFINITIONS AND INTERPRETATION\n\n1.1  In this Agreement unless the context otherwise requires the following words      shall have the following meaning:\n\n                 \"AFFILIATES\"       means any company, corporation, partnership, joint venture or                    other entity that directly or indirectly controls, is                    controlled by or is under common control with XFN;\n\n\"CONTENT\"          means real-time economic news including articles, reports,                    data, information and such materials that have or have been                    and/or will be published from time to time and that is or                    will be in the possession or control of CEIS from time to                    time, in respect of the subject matters as more particularly                    described in Schedule 1;\n\nEFFECTIVE DATE     means 18 May 2000;\n\n\"INTELLECTUAL      means patents, trade marks, service marks, trade names, PROPERTY RIGHTS\"   design rights (whether registrable or not), any applications                    for the foregoing, copyright and other assignable                    intellectual property\n\n                                      -1-\n\n                                    rights (whether registrable or not) in any country, including                    but not limited to the format, layout, and the look and feel                    of any of the Content;\n\n\"TERM\"             means the term as set out in Clause 7; and\n\n\"TERRITORY\"        means the world excluding the People's Republic of China.\n\n1.2  Words importing the singular number shall include the plural and vice      versa.\n\n1.3  Words importing any particular gender shall include all other genders.\n\n1.4  References in this Agreement to Clauses and Schedules are to clauses of and      schedules to this Agreement except where otherwise expressly stated.\n\n1.5  Headings are used in this Agreement for the convenience of the Parties only      and shall not be incorporated into this Agreement and shall not be deemed      to be any indication of the meaning of the Clauses or Schedules to which      they relate.\n\n2.   GRANT OF RIGHTS\n\n2.1  Exclusive Rights in the Territory: 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:\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n     (a)  store or cache the Content in one or more host computers controlled           directly or indirectly by XFN or its Affiliates;\n\n     (b)  adapt, translate, modify, reproduce, copy, amend, revise or encode the           Content; and\n\n     (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.\n\n2.2  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:\n\n     (a)  store or cache the Content in one or more host computers controlled           directly or indirectly by XFN or its Affiliates;\n\n     (b)  adapt, translate, modify, reproduce, copy, amend, revise or encode the           Content; and\n\n     (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\n\n                                      -2-\n\n          media now or hereafter known.\n\n     During the Term, CEIS agrees not to appoint any other licensees for the      distribution of the Content in the People's Republic of China.\n\n2.3  The Intellectual Property Rights to use \"Xinhua\" as the first name of XFN      and its affiliates world-wide.\n\n2.4  All Intellectual Property Rights and other proprietary rights in any      translated, amended, revised or updated Content independently created by      XFN (\"AMENDED CONTENT\") shall automatically vest in XFN.\n\n2.5  XFN and/or its Affiliates have the right at any time to suspend or cease      distributing or making the Content available to the public.\n\n2.6  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.\n\n2.7  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. Revenues generated thereby shall be for the      account of XFN or its Affiliates, and CEIS shall not be entitled to, nor      make any action, claim or demand in relation thereto. XFN's only payment      obligation to CEIS in consideration of the rights granted pursuant to this      Clause 2 is set forth in Clause 4.\n\n2.8  XFN does not intend and is not under any obligation to edit or review the      Content licensed herein for accuracy or appropriateness or compliance with      any applicable laws or regulations.\n\n3.   DELIVERY OF CONTENT\n\n3.1  During the Term of this Agreement, CEIS shall supply the Content of XFN by      such means of delivery or transmission as may be reasonably required by XFN      including by online transmission.\n\n3.2  CEIS shall use its best endeavours to ensure that the Content is made      available to XFN on a continuous, uninterrupted real-time basis.\n\n4.   CONSIDERATION\n\n4.1  In consideration of the rights and obligations of the Parties, XFN shall      pay to CEIS US$1.1 million (United States Dollars One Million and One\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n     Hundred Thousand) for a term of twenty (20) years, in cash or such other      consideration as the Parties may agree. The payment schedule shall be by      five (5) instalments of US$220,000 each. The first instalment will be      effect on condition that XFN can raise at least US$1.1 million additional      funding in 2002.\n\n                                      -3-\n\n5.   REPRESENTATIONS AND WARRANTIES\n\n5.1  CEIS represents and warrants to XFN that during the Term of this Agreement:\n\n     (a)  CEIS is and shall remain entitled to grant to XFN the license to use           the Content and other rights contained herein, free of all third-party           liens, claims and encumbrances;\n\n     (b)  use of any Content by XFN in the manner contemplated by this Agreement           does not and will not infringe any Intellectual Property Rights or           other proprietary rights of any third party;\n\n     (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;\n\n     (d)  the Content complies with and will comply with all applicable laws and           regulations;\n\n     (e)  with respect to the provision of the Content, CEIS has acquired all           requisite licenses, permissions and clearances for XFN to exercise the           rights granted herein;\n\n     (f)  the Content is and will be reasonably accurate at the time of each           delivery to XFN;\n\n     (g)  CEIS is a statutory body with legal person status validly existing           under the laws of the People's Republic of China, being its           jurisdiction of organization, and the execution, delivery and           performance of this Agreement for and on its behalf has been duly and           properly authorised by all required action, and Mr. Wang Zhongming,           the Legal Representative of CEIS has been duly authorised to execute           and deliver this Agreement for and on behalf of CEIS;\n\n     (h)  this Agreement is a valid and binding legal obligation enforceable           against it in accordance with its terms; and\n\n     (i)  the execution, delivery and performance of this Agreement by it does           not and will not:\n\n          (i)  require any authorization, consent, filing, registration or                notice of or with any government agency in the People's Republic                of China or Hong Kong; or\n\n          (ii) result in any violation or breach of any agreement, obligation or                order to which it is a party or to which it is subject.\n\n6.   INDEMNITY\n\n                                      -4-\n\n6.1  CEIS shall fully indemnify XFN and hold XFN harmless from and against any      and all costs, expenses, loss, damages, liabilities, claims and proceedings      which may be incurred or suffered by or taken against XFN in relation to:\n\n     (a)  the exercise by XFN of the rights granted herein; and\n\n     (b)  any breach by CEIS of any provision of this Agreement or any act,\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n          default, omission or negligence of any nature on the part of CEIS and           any of CEIS's officers, employees or agents and otherwise howsoever in           connection with the rights hereby granted.\n\n7.   TERM\n\n7.1  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.\n\n7.2  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.\n\n8.   TERMINATION\n\n8.1  XFN may terminate this Agreement by giving thirty (30) days written notice      to the CEIS.\n\n8.2  Either Party may terminate this Agreement:\n\n     (a)  if the other Party commits a material breach of this Agreement which           is not capable of being remedied;\n\n     (b)  if the other Party commits a material breach of this Agreement which           is capable of being remedied but not remedied within thirty (30) days           upon receiving written notice from the non-breaching party requiring           remedy; and\n\n     (c)  if the other Party becomes insolvent or bankrupt.\n\n8.3  Upon termination of the Agreement:\n\n     (a)  CEIS shall terminate the transmission of the Content with immediate           effect; and\n\n     (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.\n\n                                      -5-\n\n9.   FURTHER ASSURANCE\n\n     Each Party agrees, at its own expense, to take any further action and to      execute any further documents or instruments as the other Party may      reasonably request to give effect to the transactions contemplated by, and      to the terms of, this Agreement. In particular, and without limiting the      foregoing, the Parties agree to amend this Agreement as may be necessary to      comply with applicable laws, including without limitation the laws of the      People's Republic of China.\n\n10.  ENTIRE AGREEMENT; AMENDMENTS\n\n     This Agreement constitutes the entire agreement between CEIS and XFN and      supersedes any prior written or oral agreement between them in relation to      its subject matter. Any amendment of this Agreement shall be in writing and      signed by CEIS and XFN.\n\n11.  SEVERANCE\n\n     If at any time any provision of this Agreement is or becomes illegal,      invalid or unenforceable in any respect, the legality, validity and      enforceability of the remaining provisions of this Agreement shall not be      affected or impaired thereby.\n\n12.  NO WAIVER\n\n     Failure of either Party to require strict performance of any of the terms      and conditions herein shall not be deemed a waiver of any rights or\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\n     remedies that either Party shall have and shall not be deemed a waiver of      any subsequent default of terms and conditions thereof.\n\n13.  COSTS AND EXPENSES\n\n     Each party shall bear its own costs (including but not limited to legal      costs) and disbursements of and incidental to the preparation, negotiation      and execution of this Agreement and all ancillary documentation.\n\n14.  COUNTERPARTS\n\n     This Agreement may be executed in any number of counterparts all of which      taken together shall constitute one and the same instrument.\n\n15.  NOTICE\n\n     Each notice, demand or other communication given or made under this      Agreement shall\n\n                                      -6-\n\n     be in writing and delivered or sent to the relevant Party's Managing      Director or General Manager at its aforesaid address (or such other address      as the addressee may specify by five days' prior written notice to the      other Party). Any notice, demand or other communication so addressed to the      relevant Party shall be deemed to have been delivered (a) if given or made      by letter by hand, when actually delivered to the relevant address against      receipt; (b) if given or made by letter by post, two business days after      posting; and (c) if given or made by fax, when dispatched and received in      good order.\n\n16.  GOVERNING LAW AND ARBITRATION\n\n16.1 The English language version shall prevail in the event of any discrepancy      between the interpretation of the English and the Chinese versions of this      Agreement. This Agreement is governed by and shall be construed in      accordance with the laws of Hong Kong\n\n16.2 The Parties shall attempt to resolve any dispute, controversy or claim      arising out of this Agreement through good faith consultation and      negotiations. If the Parties fail to resolve the dispute through      negotiation, such dispute shall be referred to and be resolved by      arbitration in accordance with the UNCITRAL Arbitration Rules as may be      amended from time to time. The place of arbitration shall be in Hong Kong.      The language to be used in the arbitral proceedings shall be English. There      shall be one arbitrator to be agreed by Parties. If the Parties are unable      to agree on an arbitrator, the International Chamber of Commerce shall      appoint one.\n\n                                      -7-\n\nIN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.\n\nSIGNED BY                  )                            ) for and on behalf of       ) CHINA ECONOMIC INFORMATION )            /s/ SERVICE OF XINHUA NEWS     )            ---------------------------------- AGENCY                     ) in the presence of:-       )                            )                            ) /s/                        ) ---------------------------\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007\n\n\n\n\n\nSIGNED BY                  )                            ) for and on behalf of       ) XINHUA FINANCIAL NETWORK   )            /s/ LIMITED                    )            ---------------------------------- in the presence of:-       )                            )                            ) /s/                        ) ---------------------------\n\n                                      -8-\n\n                              SCHEDULE 1 - CONTENT\n\n                                      -9-\n\nSource: XINHUA SPORTS & ENTERTAINMENT LTD, F-1, 2/21/2007"}]}, {"title": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT", "paragraphs": [{"qas": [{"answers": [{"text": "MASTER SERVICES AGREEMENT (", "answer_start": 109}], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Document Name", "question": "Highlight the parts (if any) of this contract related to \"Document Name\" that should be reviewed by a lawyer. Details: The name of the contract", "is_impossible": false}, {"answers": [{"text": "Clear Capital", "answer_start": 72}, {"text": "Contractor", "answer_start": 265}, {"text": "RadialSpark, LLC", "answer_start": 51}, {"text": "Company", "answer_start": 228}], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Parties", "question": "Highlight the parts (if any) of this contract related to \"Parties\" that should be reviewed by a lawyer. Details: The two or more parties who signed the contract", "is_impossible": false}, {"answers": [{"text": "9/24/2018", "answer_start": 163}], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Agreement Date", "question": "Highlight the parts (if any) of this contract related to \"Agreement Date\" that should be reviewed by a lawyer. Details: The date of the contract", "is_impossible": false}, {"answers": [{"text": "9/24/2018", "answer_start": 163}], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Effective Date", "question": "Highlight the parts (if any) of this contract related to \"Effective Date\" that should be reviewed by a lawyer. Details: The date when the contract is effective\u00a0", "is_impossible": false}, {"answers": [{"text": "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.", "answer_start": 13478}, {"text": "The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof.", "answer_start": 5874}], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Expiration Date", "question": "Highlight the parts (if any) of this contract related to \"Expiration Date\" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?", "is_impossible": false}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Renewal Term", "question": "Highlight the parts (if any) of this contract related to \"Renewal Term\" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "is_impossible": true}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Notice Period To Terminate Renewal", "question": "Highlight the parts (if any) of this contract related to \"Notice Period To Terminate Renewal\" that should be reviewed by a lawyer. Details: What is the notice period required to terminate renewal?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 17667}], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Governing Law", "question": "Highlight the parts (if any) of this contract related to \"Governing Law\" that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?", "is_impossible": false}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Most Favored Nation", "question": "Highlight the parts (if any) of this contract related to \"Most Favored Nation\" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?", "is_impossible": true}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Non-Compete", "question": "Highlight the parts (if any) of this contract related to \"Non-Compete\" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?\u00a0", "is_impossible": true}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Exclusivity", "question": "Highlight the parts (if any) of this contract related to \"Exclusivity\" that should be reviewed by a lawyer. Details: Is there an exclusive dealing\u00a0 commitment with the counterparty? This includes a commitment to procure all \u201crequirements\u201d from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on\u00a0 collaborating or working with other parties), whether during the contract or\u00a0 after the contract ends (or both).", "is_impossible": true}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__No-Solicit Of Customers", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Customers\" that should be reviewed by a lawyer. Details: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": true}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Competitive Restriction Exception", "question": "Highlight the parts (if any) of this contract related to \"Competitive Restriction Exception\" that should be reviewed by a lawyer. Details: This category includes the exceptions or carveouts to Non-Compete, Exclusivity and No-Solicit of Customers above.", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 18796}], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__No-Solicit Of Employees", "question": "Highlight the parts (if any) of this contract related to \"No-Solicit Of Employees\" that should be reviewed by a lawyer. Details: Is there a restriction on a party\u2019s soliciting or hiring employees and/or contractors from the\u00a0 counterparty, whether during the contract or after the contract ends (or both)?", "is_impossible": false}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Non-Disparagement", "question": "Highlight the parts (if any) of this contract related to \"Non-Disparagement\" that should be reviewed by a lawyer. Details: Is there a requirement on a party not to disparage the counterparty?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 13478}], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Termination For Convenience", "question": "Highlight the parts (if any) of this contract related to \"Termination For Convenience\" that should be reviewed by a lawyer. Details: Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "is_impossible": false}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Rofr/Rofo/Rofn", "question": "Highlight the parts (if any) of this contract related to \"Rofr/Rofo/Rofn\" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?", "is_impossible": true}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Change Of Control", "question": "Highlight the parts (if any) of this contract related to \"Change Of Control\" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 17114}], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Anti-Assignment", "question": "Highlight the parts (if any) of this contract related to \"Anti-Assignment\" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?", "is_impossible": false}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Revenue/Profit Sharing", "question": "Highlight the parts (if any) of this contract related to \"Revenue/Profit Sharing\" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "is_impossible": true}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Price Restrictions", "question": "Highlight the parts (if any) of this contract related to \"Price Restrictions\" that should be reviewed by a lawyer. Details: Is there a restriction on the\u00a0 ability of a party to raise or reduce prices of technology, goods, or\u00a0 services provided?", "is_impossible": true}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Minimum Commitment", "question": "Highlight the parts (if any) of this contract related to \"Minimum Commitment\" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?", "is_impossible": true}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Volume Restriction", "question": "Highlight the parts (if any) of this contract related to \"Volume Restriction\" that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "is_impossible": true}, {"answers": [{"text": "In particular, Company agrees that, notwithstanding anything to the contrary set forth herein: (i) as part of Contractor's provision of the Services hereunder, Contractor may utilize its own proprietary works of authorship, that have not been created specifically for Company, including without limitation software, methodologies, tools, specifications, drawings, sketches, models, samples, records and documentation, as well as copyrights, trademarks, servicemarks, ideas, concepts, know-how, techniques, knowledge or data, which have been originated, developed or purchased by Contractor or by third parties under contract to Contractor, and, (ii) Contractor's Information and Contractor's administrative communications and records relating to the Services shall not be deemed to be Works and are and shall remain the sole and exclusive property of Contractor and Company shall not resell or make use of said property in any other manner other than in connection with the software Company receives under this Agreement.", "answer_start": 8602}, {"text": "Upon receipt of final payment Contractor shall provide to Company, and will assigns to Company, all right, title and interest to any Works in progress.", "answer_start": 18085}, {"text": "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.", "answer_start": 7650}, {"text": "Contractor shall provide to Company, and hereby assigns to Company, all right, title and interest to any Works in progress.", "answer_start": 14200}], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Ip Ownership Assignment", "question": "Highlight the parts (if any) of this contract related to \"Ip Ownership Assignment\" that should be reviewed by a lawyer. Details: Does intellectual property created\u00a0 by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?", "is_impossible": false}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Joint Ip Ownership", "question": "Highlight the parts (if any) of this contract related to \"Joint Ip Ownership\" that should be reviewed by a lawyer. Details: Is there any clause providing for joint or shared ownership of intellectual property between the parties to the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 9628}], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__License Grant", "question": "Highlight the parts (if any) of this contract related to \"License Grant\" that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?", "is_impossible": false}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Non-Transferable License", "question": "Highlight the parts (if any) of this contract related to \"Non-Transferable License\" that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?", "is_impossible": true}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Affiliate License-Licensor", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensor\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor?\u00a0", "is_impossible": true}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Affiliate License-Licensee", "question": "Highlight the parts (if any) of this contract related to \"Affiliate License-Licensee\" that should be reviewed by a lawyer. Details: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?", "is_impossible": true}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Unlimited/All-You-Can-Eat-License", "question": "Highlight the parts (if any) of this contract related to \"Unlimited/All-You-Can-Eat-License\" that should be reviewed by a lawyer. Details: Is there a clause granting one party an \u201centerprise,\u201d \u201call you can eat\u201d or unlimited usage license?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 9628}], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Irrevocable Or Perpetual License", "question": "Highlight the parts (if any) of this contract related to \"Irrevocable Or Perpetual License\" that should be reviewed by a lawyer. Details: Does the contract contain a\u00a0 license grant that is irrevocable or perpetual?", "is_impossible": false}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Source Code Escrow", "question": "Highlight the parts (if any) of this contract related to \"Source Code Escrow\" that should be reviewed by a lawyer. Details: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,\u00a0 insolvency, etc.)?", "is_impossible": true}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Post-Termination Services", "question": "Highlight the parts (if any) of this contract related to \"Post-Termination Services\" that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?", "is_impossible": true}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Audit Rights", "question": "Highlight the parts (if any) of this contract related to \"Audit Rights\" that should be reviewed by a lawyer. Details: Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "is_impossible": true}, {"answers": [{"text": "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.", "answer_start": 14388}], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Uncapped Liability", "question": "Highlight the parts (if any) of this contract related to \"Uncapped Liability\" that should be reviewed by a lawyer. Details: Is a party\u2019s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.", "is_impossible": false}, {"answers": [{"text": "COMPANYS' MAXIMUM LIABILITY TO CONTRACTOR FOR ANY REASON ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR.", "answer_start": 14704}, {"text": "NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "answer_start": 14854}, {"text": "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.", "answer_start": 14388}], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Cap On Liability", "question": "Highlight the parts (if any) of this contract related to \"Cap On Liability\" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party\u2019s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.", "is_impossible": false}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Liquidated Damages", "question": "Highlight the parts (if any) of this contract related to \"Liquidated Damages\" that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?", "is_impossible": true}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Warranty Duration", "question": "Highlight the parts (if any) of this contract related to \"Warranty Duration\" that should be reviewed by a lawyer. Details: What is the duration of any\u00a0 warranty against defects or errors in technology, products, or services\u00a0 provided under the contract?", "is_impossible": true}, {"answers": [{"text": "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. At Company's request, Contractor shall provide Company with certificates or other acceptable evidence of insurance or self-insurance evidencing the above coverage and shall provide Company with prompt written notice of any material change.", "answer_start": 19147}], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Insurance", "question": "Highlight the parts (if any) of this contract related to \"Insurance\" that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "is_impossible": false}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Covenant Not To Sue", "question": "Highlight the parts (if any) of this contract related to \"Covenant Not To Sue\" that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty\u2019s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?", "is_impossible": true}, {"answers": [], "id": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT__Third Party Beneficiary", "question": "Highlight the parts (if any) of this contract related to \"Third Party Beneficiary\" that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?", "is_impossible": true}], "context": "Exhibit 10(xiv)\n\nMASTER SERVICES AGREEMENT Between RadialSpark, LLC and Clear Capital Page 1 of 10\n\n\n\n\n\nTHIS MASTER SERVICES AGREEMENT (\"Agreement\"), dated as of 09/24/2018 (the \"Effective Date\"), is between Clear Capital (the \"Company\") and RadialSpark, LLC (the \"Contractor\"). WHEREAS, Company desires from time to time to retain Contractor to perform certain management consulting services for Company; and WHEREAS, Contractor desires to perform such management consulting services for Company; NOW THEREFORE, in consideration of the foregoing premises, and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1. PURPOSE OF ENGAGEMENT. (a) Company agrees to retain Contractor to perform the consulting services for Company, on a task by task basis (the \"Services\"), and Contractor agrees to furnish the Services on the terms and subject to the conditions set forth in this Agreement. During the term of this Agreement, Company and Contractor will develop and agree upon statements of work defining the Services and work product to be provided by Contractor, Contractor's compensation, additional terms and conditions, if any, applicable to a particular engagement and such other details as the parties deem appropriate (each a \"Statement of Work\"). A Statement of Work may provide specifications for deliverables to be provided thereunder (the \"Specifications\"). Statements of Work that are from time to time agreed upon shall reference this Agreement, and shall be executed by the parties and attached hereto and shall form a part hereof. In all instances of a conflict, between the provisions of this Agreement and the specific provisions set forth in a Statement of Work, the provisions of this Agreement shall control. (b) Contractor shall provide sufficient qualified personnel to perform the Services in a professional and workmanlike manner in accordance with industry standards. A Statement of Work may designate certain individuals as \"Key Personnel\" for an engagement, and the parties subsequently may agree in writing that additional individuals are Key Personnel for such engagement. If there are Key Personnel for an engagement, Contractor shall provide the Services through those personnel and such additional personnel of Contractor as Contractor may from time to time determine to be required for the performance of the Services. Company shall have the right to interview and approve such additional personnel at Company's request. If one or more Key Personnel terminate their employment with Contractor or otherwise become\n\nPage 2 of 10\n\n\n\n\n\nunavailable to work on an engagement for reasons beyond Contractor's reasonable control, Contractor may provide the Services through other personnel with comparable training and experience. If Company becomes dissatisfied with any of Contractor's personnel providing the Services, Company may notify Contractor of the details of its dissatisfaction, and the parties shall cooperate to remedy the problem as soon as possible. If Company reasonably requests, Contractor shall reassign the individual who is the subject of Company's dissatisfaction and replace that person with other personnel in accordance with this Agreement. (c) Unless otherwise provided in a Statement of Work, Contractor shall provide the Services at Contractor's facility. Contractor shall provide computing equipment consistent with the Services to be provided under the Statement of Work. When services are provided at a Company facility, Company shall provide workspace and other facilities such as computer support consistent with the requirements of the Services to be provided under the Statement of Work. Contractor shall cause its personnel at Company's facility to comply with Company's (i) safety and security rules and other rules applicable to those working in the facility, and (ii) Company's policies concerning access to and security of any Company computer system to which Contractor may have access; provided, that Company has provided Contractor with copies of such rules and policies or has advised Contractor of the existence of such rules and policies. (d) Company may request changes that affect the scope or duration of the Services relating to any Statement of Work, including changes in the Specifications and changes in the deliverables to be delivered. Company acknowledges that any change in Specifications may result in changes to estimated fees and estimated timeline for creation of deliverables. Company also may request a change in the Schedule without changing the scope of the Services relating to the applicable Statement of Work. In either case, the parties shall negotiate in good faith a reasonable and equitable adjustment in the applicable fees, Schedule and Specifications. Contractor shall continue work pursuant to the existing Statement of Work, and shall not be bound by any change requested by Company, until such change has been accepted in writing by Contractor. (e) The obligations of Company in connection with a particular engagement shall be set forth in the applicable Statement of Work. Company agrees to perform such obligations in accordance with, and subject to, such Statement of Work. Company acknowledges that when a Statement of Work provides that Company's personnel are to work with Contractor's personnel in connection with an engagement, Company's failure to assign Company personnel having skills commensurate with their role with respect to such engagement could adversely affect Contractor's ability to provide the Services.\n\nPage 3 of 10\n\n\n\n\n\n(f) To the extent Contractor provides any third party materials and products Contractor acknowledges that it shall be solely responsible for ensuring the functionality and specifications of such third party materials and products used in performing Services under this Agreement. 2. TERM. The term of this Agreement shall begin on the date hereof and shall continue until terminated by either party pursuant to Paragraph 6 hereof. 3. CONTRACTOR'S COMPENSATION. (a) During the term of this Agreement, Company agrees to compensate Contractor as set forth in each Statement of Work. Contractor will be compensated on a time and materials. In addition, Company shall reimburse Contractor its actual out-of-pocket expenses as reasonably incurred by Contractor in connection with its performance of the Services as negotiated in each Statement of Work. (b) Contractor shall bill Company as set forth in the relevant Statement of Work. Each invoice submitted by Contractor will provide supporting detail for the Services invoiced, including, to the extent applicable to a particular engagement, the dates of Services and hours worked at the applicable rate by Statement of Work. Invoices shall also include receipts or other supporting detail concerning related expenses within the billing cycle. Contractor reserves the right to change rates with 30 days notice to Company. (c) All fees, charges and other amounts payable to Contractor hereunder do not include any sales, use, excise, value added or other applicable taxes, tariffs or duties, payment of which shall be the sole responsibility of Company (excluding any applicable taxes based on Contractor's net income or taxes arising from the independent contractor relationship between Contractor and its personnel). In the event that such taxes, tariffs or duties are assessed against Contractor, Company shall reimburse Contractor for any such amounts paid by Contractor or provide Contractor with valid tax exemption certificates with respect thereto. 4. OWNERSHIP OF MATERIALS RELATED TO SERVICES; ACCEPTANCE. (a) 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. Contractor agrees to render, at Company's sole cost\n\nPage 4 of 10\n\n\n\n\n\nand expense, all reasonably required assistance to Company to protect the rights herein above described, including executing other documents as requested by Company. (b) Company acknowledges that Contractor provides consulting and development services to other clients, and agrees that nothing in this Agreement shall be deemed or construed to prevent Contractor from delivering on such business. In particular, Company agrees that, notwithstanding anything to the contrary set forth herein: (i) as part of Contractor's provision of the Services hereunder, Contractor may utilize its own proprietary works of authorship, that have not been created specifically for Company, including without limitation software, methodologies, tools, specifications, drawings, sketches, models, samples, records and documentation, as well as copyrights, trademarks, servicemarks, ideas, concepts, know-how, techniques, knowledge or data, which have been originated, developed or purchased by Contractor or by third parties under contract to Contractor, and, (ii) Contractor's Information and Contractor's administrative communications and records relating to the Services shall not be deemed to be Works and are and shall remain the sole and exclusive property of Contractor and Company shall not resell or make use of said property in any other manner other than in connection with the software Company receives under this Agreement. (c) 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. (d) 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. 5. CONTRACTOR'S REPRESENTATIONS AND WARRANTIES AND WARRANTY DISCLAIMER. (a) Contractor represents and warrants to Company that Contractor's performance of the Services called for by this Agreement, to its knowledge, does not and shall not violate any applicable law, rule, or regulation;\n\nPage 5 of 10\n\n\n\n\n\n(b) Contractor represents and warrants to Company that Contractor has full authority and sufficient rights, except for rights respecting programs, data and materials provided by Company or identified by Contractor as furnished to Company by third-party vendors, to grant and convey the rights granted to Company under Paragraph 4 hereof; (c) Contractor represents and warrants that the Works provided hereunder, including any Contractor Information and any third party products do not infringe any trade secret, trademark, copyright, patent or other proprietary right of any other third party. (d) Contractor covenants that it will not offer or pay any bribes (including any offer to provide improper gifts or entertainment) to secure or retain a business advantage (for the benefit of Contractor or for the benefit of Company) at any time during the term of this agreement. Specifically, Contractor agrees that it will not offer or pay any bribes to any person (including, in particular, to any government official) in connection with any aspect of the performance of services under this agreement. Contractor also covenants that at all times during the term of this agreement that it will maintain internal policies and procedures that are reasonably designed to ensure that Contractor's employees and representatives will not offer to pay or pay bribes (or offer or provide improper gifts or entertainment) to any person in connection with Contractor's performance under this agreement. Contractor also covenants that it will provide suitable training to its employees and representatives during the term of this agreement about Contractor's anti-corruption policies and procedures. Contractor represents and warrants to Company that Contractor has not offered or paid any bribes (or offered or provided any improper gifts and entertainment) to secure business under this agreement or otherwise in connection with the performance of its obligations under this agreement. Notwithstanding any other provision of this agreement, if Contractor offers or pays a bribe or provides improper gifts or entertainment to any government official or to any other person in connection with the performance of Contractor's obligations under this agreement, Company shall be entitled to elect to terminate this agreement effective immediately upon providing to Contractor written notice of such termination, in which case Company shall have no obligation to pay any fees or other consideration to Contractor under this agreement or otherwise. (e) THE EXPRESS WARRANTIES IN THIS AGREEMENT SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.\n\nPage 6 of 10\n\n\n\n\n\n6. TERMINATION. (a) 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. (b) In addition, either party may terminate this Agreement or any outstanding Statement of Work, upon fifteen (15) days written notice to the other party, in the event such other party breaches a material term of this Agreement or any Statement of Work and such breach remains uncured at the end of such fifteen (15) day period. Upon any such termination, Contractor will be paid all fees and expenses that have been incurred or earned in connection with the performance of the Services through the effective date of such termination. Contractor shall provide to Company, and hereby assigns to Company, all right, title and interest to any Works in progress. 7. LIMITATIONS OF LIABILITY; INDEMNIFICATION OF CONTRACTOR. (a) 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. COMPANYS' MAXIMUM LIABILITY TO CONTRACTOR FOR ANY REASON ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CONTRACTOR. (b) NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (c) IN ANY SUIT ARISING FROM THIS AGREEMENT EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN ATTORNEYS FEES. COMPANY AND CONTRACTOR HEREBY WAIVE ANY CLAIM TO AWARD OF ATTORNEYS FEES IN SUCH A SUIT. 8. CONFIDENTIAL INFORMATION. \"Confidential Information\" means all documents, software, reports, data, records, forms, conversations and other materials obtained by Contractor from Company in the course of performing any Services (including, but not limited to, Company records and information). Notwithstanding the foregoing, Confidential Information does not include information which: (i) is or becomes publicly known through no wrongful act of Contractor; or (ii) is independently developed by Contractor without benefit of Company's\n\nPage 7 of 10\n\n\n\n\n\nConfidential Information. Contractor shall not use or disclose to any person, firm or entity any Confidential Information without Company's express, prior written permission; provided, however, that notwithstanding the foregoing, Contractor may disclose Confidential Information to the extent that it is required to be disclosed pursuant to a statutory or regulatory provision or court order. 9. INDEPENDENT CONTRACTOR. Contractor is performing the Services as an independent contractor and not as an employee of Company and none of Contractor's personnel shall be entitled to receive any compensation, benefits or other incidents of employment from Company. Subject to Section 3(c), Contractor shall be responsible for all taxes and other expenses arising from the employment or independent contractor relationship between Contractor and its personnel and the rendition of Services hereunder by such personnel to Company. 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. Neither Contractor nor Company shall be or become liable or bound by any representation, act or omission whatsoever of the other. 10. NONASSIGNABILITY. 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. 11. SEVERABILITY; GOVERNING LAW. In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Agreement shall not be affected, impaired or invalidated, and each such term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by 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. (c) In the event of termination under either section 6(a) or 6(b) of this agreement, Contractor shall be paid all fees and expenses that have been incurred or earned in connection with the performance of the Services through the effective date of such termination. Upon receipt of final payment Contractor shall provide to Company, and will assigns to Company, all right, title and interest to any Works in progress. 12. INTEGRATION. This Agreement, including The Mutual Non-Disclosure Agreement and, any Statements of Work entered into pursuant hereto, constitutes the entire agreement of the parties hereto with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions, and communications, whether oral or in writing. This\n\nPage 8 of 10\n\n\n\n\n\nAgreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by each of the parties hereto. 13. NON-SOLICITATION 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. 14. 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. At Company's request, Contractor shall provide Company with certificates or other acceptable evidence of insurance or self-insurance evidencing the above coverage and shall provide Company with prompt written notice of any material change. 15. Force Majeure. Except for payment obligations hereunder, nonperformance by either party shall be excused to the extent that performance is rendered impossible by strike, acts of God, governmental acts or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control of the nonperforming party. 16. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 17. Entire Agreement. This Agreement constitutes the complete and exclusive agreement between Company and Consultant concerning the work on this project, and it supersedes all other prior agreements, proposals, and representations, whether stated orally or in writing. 18. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect. 19. Arbitration. Except as otherwise specified below, all actions, disputes, claims and controversies under common law, statutory law or in equity of any type or nature whatsoever, whether arising before or after the date of this Agreement, and whether directly or indirectly\n\nPage 9 of 10\n\n\n\n\n\nrelating to: (a) this Agreement and/or any amendments and addenda hereto, or the breach, invalidity or termination hereof; (b) any previous or subsequent agreement between the parties; and/or (c) any other relationship, transaction or dealing between the parties (collectively the \"Disputes\"), will be subject to and resolved by binding arbitration pursuant to the Arbitration Rules of U.S. Arbitration & Mediation, (www.usam.com). Any award or order rendered by the arbitrator may be confirmed as a judgment or order in any state or federal court of competent jurisdiction, which includes within the federal judicial district of the residence of the party against whom such award or order was entered. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. /s/ Michael Rockford /s/ John Marcum for RadialSpark, LLC for Clear Capital\n\nPage 10 of 10"}]}]}
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