{ "default": "hybrid-256-rerank-expand", "baseline": "bm25-256", "table": [ { "config": "bm25-256", "size": 256, "method": "bm25", "rerank": false, "expand": false, "ms": 17.7, "recall@5": 28.2, "recall@10": 36.8, "recall@20": 46.8, "recall@budget": 36.8, "mrr@10": 17.0, "ndcg@10": 19.9 }, { "config": "dense-256", "size": 256, "method": "dense", "rerank": false, "expand": false, "ms": 17.7, "recall@5": 21.3, "recall@10": 25.2, "recall@20": 31.7, "recall@budget": 25.2, "mrr@10": 18.3, "ndcg@10": 17.8 }, { "config": "hybrid-256", "size": 256, "method": "hybrid", "rerank": false, "expand": false, "ms": 15.9, "recall@5": 21.7, "recall@10": 32.9, "recall@20": 41.5, "recall@budget": 32.9, "mrr@10": 19.2, "ndcg@10": 20.2 }, { "config": "hybrid-128", "size": 128, "method": "hybrid", "rerank": false, "expand": false, "ms": 17.7, "recall@5": 13.0, "recall@10": 14.5, "recall@20": 19.0, "recall@budget": 19.0, "mrr@10": 10.6, "ndcg@10": 9.9 }, { "config": "hybrid-512", "size": 512, "method": "hybrid", "rerank": false, "expand": false, "ms": 16.3, "recall@5": 39.8, "recall@10": 52.0, "recall@20": 62.6, "recall@budget": 39.8, "mrr@10": 28.8, "ndcg@10": 30.6 }, { "config": "bm25-512", "size": 512, "method": "bm25", "rerank": false, "expand": false, "ms": 17.1, "recall@5": 35.2, "recall@10": 50.7, "recall@20": 56.5, "recall@budget": 35.2, "mrr@10": 22.8, "ndcg@10": 27.2 }, { "config": "dense-512", "size": 512, "method": "dense", "rerank": false, "expand": false, "ms": 16.1, "recall@5": 37.8, "recall@10": 47.3, "recall@20": 57.2, "recall@budget": 37.8, "mrr@10": 29.2, "ndcg@10": 29.8 }, { "config": "hybrid-128-rerank", "size": 128, "method": "hybrid", "rerank": true, "expand": false, "ms": 26.6, "recall@5": 30.2, "recall@10": 34.5, "recall@20": 41.4, "recall@budget": 41.4, "mrr@10": 31.0, "ndcg@10": 27.0 }, { "config": "hybrid-256-rerank", "size": 256, "method": "hybrid", "rerank": true, "expand": false, "ms": 31.3, "recall@5": 51.5, "recall@10": 62.0, "recall@20": 71.6, "recall@budget": 62.0, "mrr@10": 45.5, "ndcg@10": 43.0 }, { "config": "hybrid-512-rerank", "size": 512, "method": "hybrid", "rerank": true, "expand": false, "ms": 45.0, "recall@5": 66.9, "recall@10": 73.2, "recall@20": 80.6, "recall@budget": 66.9, "mrr@10": 51.2, "ndcg@10": 52.4 }, { "config": "hybrid-128-rerank-expand", "size": 128, "method": "hybrid", "rerank": true, "expand": true, "ms": 37.6, "recall@5": 39.4, "recall@10": 49.8, "recall@20": 59.8, "recall@budget": 59.8, "mrr@10": 38.7, "ndcg@10": 36.8 }, { "config": "hybrid-256-rerank-expand", "size": 256, "method": "hybrid", "rerank": true, "expand": true, "ms": 40.9, "recall@5": 57.5, "recall@10": 70.0, "recall@20": 85.7, "recall@budget": 70.0, "mrr@10": 47.9, "ndcg@10": 48.0 }, { "config": "hybrid-512-rerank-expand", "size": 512, "method": "hybrid", "rerank": true, "expand": true, "ms": 54.0, "recall@5": 70.8, "recall@10": 78.4, "recall@20": 90.5, "recall@budget": 70.8, "mrr@10": 53.2, "ndcg@10": 55.6 } ], "categories": [ { "name": "Anti-Assignment", "bm25-256": 60.0, "hybrid-256-rerank-expand": 100.0 }, { "name": "Audit Rights", "bm25-256": 30.0, "hybrid-256-rerank-expand": 80.0 }, { "name": "Cap On Liability", "bm25-256": 20.0, "hybrid-256-rerank-expand": 83.3 }, { "name": "Change Of Control", "bm25-256": 2.9, "hybrid-256-rerank-expand": 90.0 }, { "name": "Covenant Not To Sue", "bm25-256": 20.0, "hybrid-256-rerank-expand": 40.0 }, { "name": "Exclusivity", "bm25-256": 13.3, "hybrid-256-rerank-expand": 33.3 }, { "name": "Expiration Date", "bm25-256": 80.0, "hybrid-256-rerank-expand": 100.0 }, { "name": "Governing Law", "bm25-256": 20.0, "hybrid-256-rerank-expand": 60.0 }, { "name": "Insurance", "bm25-256": 40.0, "hybrid-256-rerank-expand": 100.0 }, { "name": "Ip Ownership Assignment", "bm25-256": 45.0, "hybrid-256-rerank-expand": 61.0 }, { "name": "License Grant", "bm25-256": 33.3, "hybrid-256-rerank-expand": 77.0 }, { "name": "Minimum Commitment", "bm25-256": 53.3, "hybrid-256-rerank-expand": 46.7 }, { "name": "Non-Compete", "bm25-256": 20.0, "hybrid-256-rerank-expand": 56.0 }, { "name": "Non-Transferable License", "bm25-256": 35.0, "hybrid-256-rerank-expand": 70.0 }, { "name": "Post-Termination Services", "bm25-256": 24.0, "hybrid-256-rerank-expand": 76.0 }, { "name": "Renewal Term", "bm25-256": 60.0, "hybrid-256-rerank-expand": 100.0 }, { "name": "Revenue/Profit Sharing", "bm25-256": 30.0, "hybrid-256-rerank-expand": 36.7 }, { "name": "Rofr/Rofo/Rofn", "bm25-256": 40.0, "hybrid-256-rerank-expand": 40.0 }, { "name": "Termination For Convenience", "bm25-256": 60.0, "hybrid-256-rerank-expand": 80.0 }, { "name": "Volume Restriction", "bm25-256": 50.0, "hybrid-256-rerank-expand": 70.0 } ], "questions": [ { "qid": "governing-law-000", "category": "Governing Law", "matter": "Sponsorship Agreement between Platinum Partners Value Arbitrage Fund L.P. and Snowy August Fund I LP", "question": "Which state/country's law governs the interpretation of the contract?", "doc": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "the same agreement. Remainder of Page Intentionally Left Blank. Signature Page(s) to Follow. Tender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012 Remainder of Page Intentionally Left Blank. Tender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012 IN WITNESS WHEREOF, this Agreement is executed and effective as of \u2026" }, { "doc": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT", "same": false, "hit": false, "text": "FUND G.P., L.P. 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 By: /s/ David A. Marple Name: David A. Marple Title: General Counsel THE V\u00c4RDE SKYWAY FUND UGP, LLC By: V\u00e4rde Partners, L.P., its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General \u2026" }, { "doc": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT", "same": false, "hit": false, "text": "V\u00c4RDE INVESTMENT PARTNERS, L.P. By: 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 By: /s/ David A. Marple Name: David A. Marple Title: General Counsel V\u00c4RDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P. By: V\u00e4rde Investment Partners G.P., LLC, its General \u2026" }, { "doc": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT", "same": false, "hit": false, "text": "its Managing Member By: V\u00e4rde Partners, Inc., its General Partner By: /s/ David A. Marple Name: David A. Marple Title: General Counsel V\u00c4RDE CREDIT PARTNERS G.P., LLC 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 By: /s/ David A. Marple Name: David A. Marple Title: General Counsel V\u00c4RDE CREDIT PARTNERS UGP, LLC By: \u2026" }, { "doc": "ONEMAINHOLDINGS,INC_02_20_2020-EX-99.D-JOINT FILING AGREEMENT", "same": false, "hit": false, "text": "Exhibit D JOINT FILING AGREEMENT OneMain Holdings, 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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 5, "passages": [ { "doc": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "the same agreement. Remainder of Page Intentionally Left Blank. Signature Page(s) to Follow. Tender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012 Remainder of Page Intentionally Left Blank. Tender Offer Statement on Schedule TO - July 16, 2012 Exhibit (d)(i) Sponsorship Agreement - July 16, 2012 IN WITNESS WHEREOF, this Agreement is executed and effective as of \u2026" }, { "doc": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "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, \u2026" }, { "doc": "LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT", "same": true, "hit": true, "text": "\u2026 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 \u2026" } ] } } }, { "qid": "governing-law-001", "category": "Governing Law", "matter": "Co-Branding Agreement with About.com, Inc.", "question": "Which state/country's law governs the interpretation of the contract?", "doc": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "ABILITYINC_06_15_2020-EX-4.25-SERVICES AGREEMENT", "same": false, "hit": false, "text": "execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement. 7.2 Governing Law. This Agreement and any claim, controversy or dispute arising out of or related to this Agreement, any of the transactions contemplated hereby \u2026" }, { "doc": "RandWorldwideInc_20010402_8-KA_EX-10.2_2102464_EX-10.2_Co-Branding Agreement", "same": false, "hit": false, "text": "1 EXHIBIT 10.2 Portions of this exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked \"[***]\" in this exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment. CO-BRANDING AGREEMENT This CO-BRANDING AGREEMENT (this \u2026" }, { "doc": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT", "same": false, "hit": false, "text": "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. CHAPTER 24 APPLICABLE LAW Article 118 The formation, validity, interpretation and implementation of this Contract, and any disputes arising under this Contract, shall be governed \u2026" }, { "doc": "NEXSTARFINANCEHOLDINGSINC_03_27_2002-EX-10.26-OUTSOURCING AGREEMENT", "same": false, "hit": false, "text": "with all applicable Environmental Laws (as defined below). (ii) Definition of Contaminant. For purposes of this Agreement, \"Contaminant\" shall mean and include any pollutant, contaminant, hazardous material (as defined in any of the Environmental Laws), toxic substances (as defined in any of the Environmental Laws), asbestos or asbestos containing material, urea formaldehyde, polychlorinated biphenyls, regulated \u2026" }, { "doc": "NEXSTARFINANCEHOLDINGSINC_03_27_2002-EX-10.26-OUTSOURCING AGREEMENT", "same": false, "hit": false, "text": "applicable federal, state or local law, statute, charter, ordinance, rule, or regulation or any Governmental Body interpretation, policy, or guidance, including, without limitation, applicable safety/environmental/health laws, such as, but not limited to, the Resource Conservation and Recovery Act of 1976, Comprehensive Environmental Response Compensation and Liability Act, Federal Emergency Planning and Community \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "PaperexchangeComInc_20000322_S-1A_EX-10.4_5202103_EX-10.4_Co-Branding Agreement", "same": false, "hit": false, "text": "Highlights, Products & More - -------------------------------------------------------------------------------- powdex Incorporating InterFlow Expo Oct. 27-28, 1999 Atlanta, GA Cobb Galleria Centre - -------------------------------------------------------------------------------- LAB BLAST '99 Lab equipment at Rock Bottom Prices CLICK HERE - \u2026" }, { "doc": "TomOnlineInc_20060501_20-F_EX-4.46_749700_EX-4.46_Co-Branding Agreement", "same": false, "hit": false, "text": "specifically to \"user\" names and \"user profiles\" within the Company- Skype Branded Application and the Skype Software (as set forth in Section 4.2.3.2.1)), text, pictures, sound, graphics, video and all other intellectual property owned or licensed to the Online Group (exclusive of the Skype Intellectual Property) and all copyrights, patents, trade marks, service marks, right of publicity, authors' rights, contract \u2026" }, { "doc": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT ", "same": false, "hit": false, "text": "agreement and covenant made by such party in this Section. Section 11.12 Governing Law. (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 \u2026" }, { "doc": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement", "same": false, "hit": false, "text": "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 \u2026" }, { "doc": "AudibleInc_20001113_10-Q_EX-10.32_2599586_EX-10.32_Co-Branding Agreement_ Marketing Agreement_ Investment Distribution Agreement", "same": false, "hit": false, "text": "Party to insist upon or enforce performance by the other Party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise at law or in equity shall be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provision, right, or remedy in that or any other instance; rather the same shall be and remain in full \u2026" } ] } } }, { "qid": "governing-law-002", "category": "Governing Law", "matter": "Amended And Restated Strategic Licensing, Distribution And Marketing Agreement between PACIRA PHARMACEUTICALS, INC. and F/K/A SKYEPHARMA, INC.", "question": "Which state/country's law governs the interpretation of the contract?", "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "answer": "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.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 8, "passages": [ { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "Exhibit 10.13 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. DATED: OCTOBER 15, 2009 PACIRA PHARMACEUTICALS, INC. and EKR THERAPEUTICS, INC. AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT THIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (the \"Agreement\") is made on October \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "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. 7. Nonnegotiability, Nontransferability. This Note shall be nonnegotiable. Further, this Note may not be transferred by either party except \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "2. ST-02 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] [**] prior to [**]) 3. ST-03 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] prior to [**]) 4. ST-04 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] [**] prior to [**]) 5. ST-22 ([**], [**] rated to [**], [**]) 6. EV-01 ([**], [**] rated to [**], equipped with [**] used \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] SCHEDULE II TRADEMARKS [**] - Owner of Record, United States Patent Trademark Office website. Record of Assignment from [**]. to [**] is in process. -69- File Date: Serial No.: International Class: First Use: First Use in Commerce: \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "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. 5. Defaults. At the option of Payee, the entire amount due hereunder shall immediately become due and payable on any of the \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": true, "text": "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 \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "writing by PPI from time to time; (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; -28- (c) provide PPI on reasonable prior notice but not more \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "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. 7. Nonnegotiability, Nontransferability. This Note shall be nonnegotiable. Further, this Note may not be transferred by either party except \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "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. 5. Defaults. At the option of Payee, the entire amount due hereunder shall immediately become due and payable on any of the \u2026" } ] } } }, { "qid": "governing-law-003", "category": "Governing Law", "matter": "Intellectual Property Agreement between Babcock & Wilcox Enterprises, Inc. and The Babcock & Wilcox Company", "question": "Which state/country's law governs the interpretation of the contract?", "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "iii INTELLECTUAL PROPERTY AGREEMENT This 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.\" \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "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. \"IP Proceedings\" has the meaning set forth in Section 2.3. \"Licensed RemainCo Know-How\" has the meaning set forth in Section 5.1(b). \"Licensed SpinCo Know-How\" has the meaning set forth in Section 5.1(a). \"Licensed RemainCo Intellectual Property\" means all \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "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\". \"SpinCo Know-How\" means all \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "Exhibit 10.17 INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK & WILCOX COMPANY and BABCOCK & WILCOX ENTERPRISES, INC. dated as of June 26, 2015 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Interpretation 4 ARTICLE II INTELLECTUAL PROPERTY ASSIGNMENT AND OWNERSHIP 5 Section 2.1 Reserved 5 Section 2.2 Reserved 5 Section 2.3 Assistance by Employees; Inventor Compensation 5 Section \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 2, "passages": [ { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "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) 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 \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": true, "text": "\u2026 interpreted to be only so broad as is enforceable. Section 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. Section 10.10 Construction. This Agreement shall be construed as if jointly \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "Section 5.5 Reserved 15 Section 5.6 Sublicensing; Assignability 15 Section 5.7 Restrictions on Licensor Exploitation of Intellectual Property 16 Section 5.8 Third Party Agreements; Reservation of Rights 16 Section 5.9 Maintenance of Intellectual Property 16 Section 5.10 Covenants 17 ARTICLE VI TECHNICAL ASSISTANCE AND TECHNOLOGY TRANSFER 17 Section 6.1 Reserved 17 Section 6.2 Reserved 17 Section 6.3 No Additional \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "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. Section 2.4 Ownership. (a) SpinCo expressly acknowledges that, as between RemainCo and SpinCo (and any other \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "Exhibit 10.17 INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK & WILCOX COMPANY and BABCOCK & WILCOX ENTERPRISES, INC. dated as of June 26, 2015 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Interpretation 4 ARTICLE II INTELLECTUAL PROPERTY ASSIGNMENT AND OWNERSHIP 5 Section 2.1 Reserved 5 Section 2.2 Reserved 5 Section 2.3 Assistance by Employees; Inventor Compensation 5 Section \u2026" } ] } } }, { "qid": "governing-law-004", "category": "Governing Law", "matter": "Endorsement Agreement between BERKSHIRE BANK and GENO AURIEMMA", "question": "Which state/country's law governs the interpretation of the contract?", "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "answer": "This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.", "runs": { "bm25-256": { "recall@10": 0.0, "first": 15, "passages": [ { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "by Berkshire with another entity offering Banking Services. Source: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012 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, \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": 12, "passages": [ { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "by Berkshire with another entity offering Banking Services. Source: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012 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, \u2026" } ] } } }, { "qid": "expiration-date-005", "category": "Expiration Date", "matter": "Strategic Alliance Agreement between OXBOW CARBON & MINERALS LLC and GLOBAL ENERGY, INC.", "question": "On what date will the contract's initial term expire?", "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "answer": "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.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 7, "passages": [ { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "\"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 \u2026" }, { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "or controlled by Oxbow. 2 (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 \u2026" }, { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "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 (ii) Covenants and Agreements. All of the covenants and agreements in this Agreement to be complied with and performed by \u2026" }, { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "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 If to Oxbow: Oxbow Carbon & Minerals LLC 1601 Forum Place, Suite 1400 West Palm Beach, FL 33401 Facsimile No.: (561) 697-1876 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": true, "text": "\u2026 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" }, { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "\"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 \u2026" }, { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "expiration-date-006", "category": "Expiration Date", "matter": "Corporate Sponsorship Agreement between Phoenix Performance, LLC and Torvec Inc.", "question": "On what date will the contract's initial term expire?", "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "answer": "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.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "same": true, "hit": true, "text": "\u2026 ligations set forth in this Agreement, the parties agree as follows: 1. Term The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement. 2. Termination (a) Either party may terminate this Agreement immediately if the other party (i) files a petition commencing a voluntary case under \u2026" }, { "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "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. (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 \u2026" }, { "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "return receipt requested, addressed to the respective parties hereto as follows: Either party may change its address for notice by giving written notice to the other party. 11. Amendments This 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 \u2026" }, { "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "Rd, Phoenixville, Pa. 19460. (b) Equipment 3. Responsibilities and Benefits Vendor shall be responsible for the following in 2010: 4. Torvec Benefits During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits: a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events. b) The right to specify and approve all team sponsorship identification \u2026" }, { "doc": "ArcGroupInc_20171211_8-K_EX-10.1_10976103_EX-10.1_Sponsorship Agreement", "same": false, "hit": false, "text": "Exhibit 10.1 JACKSONVILLE JAGUARS SPONSORSHIP AGREEMENT This Sponsorship Agreement (this \"Agreement\") is entered into as of November 27, 2017 (the \"Execution Date\") by and between Jacksonville Jaguars, LLC, a Delaware limited liability company (\"Club\"), and The ARC Group, Inc., a Florida corporation (owner and operator of Dick's Wings and Grill) (\"Sponsor\"). This Agreement consists of this Sponsorship Agreement and \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 3, "passages": [ { "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "return receipt requested, addressed to the respective parties hereto as follows: Either party may change its address for notice by giving written notice to the other party. 11. Amendments This 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 \u2026" }, { "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "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. (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 \u2026" }, { "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "same": true, "hit": true, "text": "\u2026 ligations set forth in this Agreement, the parties agree as follows: 1. Term The term of this Agreement (the \"Term\") shall commence on the Effective Date and conclude on October 31, 2010, unless renewed by agreement or sooner terminated in accordance with this Agreement. 2. Termination (a) Either party may terminate this Agreement immediately if the other party (i) files a petition commencing a voluntary case under \u2026" }, { "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "Rd, Phoenixville, Pa. 19460. (b) Equipment 3. Responsibilities and Benefits Vendor shall be responsible for the following in 2010: 4. Torvec Benefits During the Term of this Agreement, Torvec shall be entitled to the following sponsorship benefits: a) Primary sponsorship rights to all of Vendor's participation efforts in the above race events. b) The right to specify and approve all team sponsorship identification \u2026" }, { "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "expiration-date-007", "category": "Expiration Date", "matter": "Joint Venture Agreement between Novo Integrated Sciences Inc. and Harvest Gold Farms Inc.,", "question": "On what date will the contract's initial term expire?", "doc": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": 39, "passages": [ { "doc": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT", "same": true, "hit": false, "text": "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 JOINT VENTURE AGREEMENT Dated as of December 19, 2019 This Joint Venture Agreement (the \"Agreement\") is entered into between Novo Integrated Sciences Inc., a Nevada Corporation with offices located at 11120 NE 2nd \u2026" }, { "doc": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT", "same": false, "hit": false, "text": "the Joint Venture Company. CHAPTER 18 ENVIRONMENTAL PROTECTION AND COMPLIANCE Article 101 Party 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 \u2026" }, { "doc": "Loop Industries, Inc. - Marketing Agreement", "same": false, "hit": false, "text": "the date Loop delivers the Proposed Contract Notice for such Eligible Contract to the Joint Venture Company. In the event that the Proposed Contract Notice is a Considered Contract, the Joint Venture Company will have the right to review and determine whether to accept or reject the Considered Contract within ten (10) days following Joint Venture Company's receipt of the Proposed Contract Notice (the \"Review \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT", "same": true, "hit": true, "text": "\u2026 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 \u2026" }, { "doc": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT", "same": true, "hit": true, "text": "\u2026 as per agreement on a \"last to issue\" basis. ARTICLE 8 - TERM OF AGREEMENT 8.1 The initial term of this" }, { "doc": "NOVOINTEGRATEDSCIENCES,INC_12_23_2019-EX-10.1-JOINT VENTURE AGREEMENT", "same": true, "hit": false, "text": "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 SCHEDULE A Acreage Identification for the Primary Project Disclosed in certificate of Robert Mattacchione, dated December 18, 2019." } ] } } }, { "qid": "expiration-date-008", "category": "Expiration Date", "matter": "Endorsement Agreement between SQUARE TWO GOLF INC. and KATHY WHITWORTH", "question": "On what date will the contract's initial term expire?", "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "answer": "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\").", "runs": { "bm25-256": { "recall@10": 1.0, "first": 3, "passages": [ { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT - Intellectual Property Rights Confidentiality and Non-Use Obligations Agreement", "same": false, "hit": false, "text": "-8- 9 EXECUTION COPY 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. 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 \u2026" }, { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "Nick Lampros 16615 Lark Avenue Suite 101 Los Gatos, California 95032 Facsimile number: (408) 358-2486 -8- 9 EXECUTION COPY 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. 11.7. INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY AND NON-USE. The Professional acknowledges her \u2026" }, { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "same": true, "hit": true, "text": "\u2026 any and the Professional hereby agree as follows: 1. TERM. 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\"). 2. ENDORSEMENT SERVICES. During the Term, the Professional will provide the \u2026" }, { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "ENDORSEMENT SERVICES. During the Term, the Professional will provide the services described in this Section 2 (the \"Services\"): 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 \u2026" }, { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "arising out of a subsequent breach. 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. 11.5. NOTICES. Any communication (including any notice, consent, approval or instructions) provided for under this Agreement may be \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "same": true, "hit": true, "text": "\u2026 any and the Professional hereby agree as follows: 1. TERM. 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\"). 2. ENDORSEMENT SERVICES. During the Term, the Professional will provide the \u2026" }, { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "2004. 9. NON-COMPETITION. 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 \u2026" }, { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "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\"). -3- 4 EXECUTION COPY The \u2026" }, { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "ENDORSEMENT SERVICES. During the Term, the Professional will provide the services described in this Section 2 (the \"Services\"): 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 \u2026" }, { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "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. 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 \u2026" } ] } } }, { "qid": "expiration-date-009", "category": "Expiration Date", "matter": "Endorsement Agreement between BERKSHIRE BANK and GENO AURIEMMA", "question": "On what date will the contract's initial term expire?", "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "answer": "\"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.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": true, "text": "\u2026 S. 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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "by Berkshire with another entity offering Banking Services. Source: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012 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, \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 5, "passages": [ { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "by Berkshire with another entity offering Banking Services. Source: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012 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, \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": true, "text": "\u2026 S. 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 \u2026" } ] } } }, { "qid": "anti-assignment-010", "category": "Anti-Assignment", "matter": "Technical Infrastructure Maintenance Agreement between MEDICAL MANAGER, MIDWEST, INC. and MTS, INC.", "question": "Is consent or notice required of a party if the contract is assigned to a third party?", "doc": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": 2, "passages": [ { "doc": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "same": true, "hit": false, "text": "1 EXHIBIT 10.17 [MEDICAL MANAGER LETTERHEAD] TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT Date: March 1, 1998 Contract No.: pr-4544 Between Client Name: MEDICAL MANAGER MIDWEST, INC. 53702 Generations Drive South Bend, IN 46635 Principle Contact: Tom Liddell And Customer Name: MTS, INC. 9931 Corporate Service Drive Louisville, KY 40223 Principle Contact: Gail Knopf ANNUAL FEE. [ ] Technical Support Hours Maximum: \u2026" }, { "doc": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "same": true, "hit": true, "text": "transfer shall be void. (d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana. (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. (f) The customer represents that the Customer is either the owner of the hardware, or if not, that the Customer has the authority \u2026" }, { "doc": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "same": true, "hit": false, "text": "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. (b) Service does not include repair or replacement of normally dispensable items such as diskettes, tapes, printer ribbons, cartridges, toners, etc. 5. CHARGES (a) Charges will be invoiced and are payable within thirty (30) \u2026" }, { "doc": "SLOVAKWIRELESSFINANCECOBV_03_28_2001-EX-4.(B)(II).3-Maintenance and support contract for SICAP(R) modules", "same": false, "hit": false, "text": "and support contract which have arisen prior to such termination. 7.6 Liability Sicap Ltd's liability for indirect loss, including consequential loss, loss of profit, lost savings and loss caused by interruption of operations is excluded. No right to damages shall ever arise unless EuroTel reports the loss to Sicap Ltd in writing as soon as possible after it has arisen. 7.7 Assignment This maintenance and support \u2026" }, { "doc": "BORROWMONEYCOM,INC_06_11_2020-EX-10.1-JOINT VENTURE AGREEMENT", "same": false, "hit": false, "text": "the Managers, acting jointly. 11. The Managers will jointly decide major issues concerning the Venture. Where Managers are unable to reach agreement in deciding major issues, approval by a majority vote of the Members at a regular or special meeting will be required. Page 2 of 13 Management Duties 12. Except as otherwise specified in this agreement, the duties and obligations of the Managers in relation to the \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 5, "passages": [ { "doc": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "same": true, "hit": false, "text": "1 EXHIBIT 10.17 [MEDICAL MANAGER LETTERHEAD] TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT Date: March 1, 1998 Contract No.: pr-4544 Between Client Name: MEDICAL MANAGER MIDWEST, INC. 53702 Generations Drive South Bend, IN 46635 Principle Contact: Tom Liddell And Customer Name: MTS, INC. 9931 Corporate Service Drive Louisville, KY 40223 Principle Contact: Gail Knopf ANNUAL FEE. [ ] Technical Support Hours Maximum: \u2026" }, { "doc": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "same": true, "hit": false, "text": "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. (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 \u2026" }, { "doc": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "same": true, "hit": false, "text": "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. (b) Service does not include repair or replacement of normally dispensable items such as diskettes, tapes, printer ribbons, cartridges, toners, etc. 5. CHARGES (a) Charges will be invoiced and are payable within thirty (30) \u2026" }, { "doc": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "same": true, "hit": false, "text": "or cancellation of this Agreement any proprietary information shall be destroyed or returned to MMMW. 7. SAFETY CHANGES 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. 8. WARRANTY (a) MMMW warrants that the Technical Infrastructure remains in satisfactory operating condition provided it is: 1) \u2026" }, { "doc": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "same": true, "hit": true, "text": "\u2026 of or referral to such products or services. (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. (d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana. (e) No action, regardless of form, related to, or arising out of" } ] } } }, { "qid": "anti-assignment-011", "category": "Anti-Assignment", "matter": "Endorsement Agreement between National Football League Alumni, Inc. and Food For Athletes, Inc", "question": "Is consent or notice required of a party if the contract is assigned to a third party?", "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": 63, "passages": [ { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement", "same": false, "hit": false, "text": "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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement", "same": false, "hit": false, "text": "EXHIBIT 10.2 ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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: \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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 Source: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017 SECTION TWENTY-TWO. NO JOINT VENTURE This Agreement does not constitute and shall not be construed as constituting an association, partnership, joint \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 3, "passages": [ { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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, \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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: \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": true, "text": "\u2026 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" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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 Source: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017 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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "to NFLA database and audience by deliverables listed in Exhibit B. 5 Source: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017 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 \u2026" } ] } } }, { "qid": "anti-assignment-012", "category": "Anti-Assignment", "matter": "Form Of Trademark License Agreement between ARCONIC ROLLED PRODUCTS CORP. and ARCONIC INC.", "question": "Is consent or notice required of a party if the contract is assigned to a third party?", "doc": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement", "answer": "This Agreement may not be assigned by Licensee without the consent of Licensor which consent shall not be unreasonably withheld.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 3, "passages": [ { "doc": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement", "same": true, "hit": true, "text": "\u2026 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 \u2026" }, { "doc": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement", "same": true, "hit": true, "text": "\u2026 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 \u2026" }, { "doc": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement", "same": true, "hit": false, "text": "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), \u2026" }, { "doc": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement", "same": true, "hit": false, "text": "or under any law of like import; or (c) the appointment of a trustee or receiver for the party or its property. 3 Source: ARCONIC ROLLED PRODUCTS CORP, 10-12B, 12/17/2019 4.4 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. \u2026" }, { "doc": "ArconicRolledProductsCorp_20191217_10-12B_EX-2.7_11923804_EX-2.7_Trademark License Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "anti-assignment-013", "category": "Anti-Assignment", "matter": "Strategic Alliance Agreement between ChipMOS TECHNOLOGIES INC. and Tsinghua Unigroup Ltd.", "question": "Is consent or notice required of a party if the contract is assigned to a third party?", "doc": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement", "answer": "Neither Party shall assign any rights or obligations provided herein without the prior written consent of the other Party.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 4, "passages": [ { "doc": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement", "same": true, "hit": false, "text": "Exhibit 4.72 Confidential (Translation, for reference only) Strategic Alliance Agreement This 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 \u2026" }, { "doc": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement", "same": true, "hit": false, "text": "conditions provided herein, and it is not necessary to post any bond or other security. 3.11 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 \u2026" }, { "doc": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement", "same": true, "hit": false, "text": "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: Article 1 Strategic Alliance 1.1 Content of Strategic Alliance and Expected Benefits After the Closing Date (as \u2026" }, { "doc": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement", "same": true, "hit": true, "text": "\u2026 dispute (including attorney's fees). 3.2 Assignment of Rights and Obligations Neither Party shall assign any rights or obligations provided herein without the prior written consent of the other Party. 3.3 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 \u2026" }, { "doc": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement", "same": true, "hit": false, "text": "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. Article 2 Term of Agreement 2.1 Term of Agreement Except as otherwise provided herein, the term of \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement", "same": true, "hit": true, "text": "\u2026 dispute (including attorney's fees). 3.2 Assignment of Rights and Obligations Neither Party shall assign any rights or obligations provided herein without the prior written consent of the other Party. 3.3 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 \u2026" }, { "doc": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement", "same": true, "hit": false, "text": "conditions provided herein, and it is not necessary to post any bond or other security. 3.11 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 \u2026" }, { "doc": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement", "same": true, "hit": false, "text": "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. Article 2 Term of Agreement 2.1 Term of Agreement Except as otherwise provided herein, the term of \u2026" }, { "doc": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement", "same": true, "hit": false, "text": "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. (2) ChipMOS covenants \u2026" }, { "doc": "CHIPMOSTECHNOLOGIESBERMUDALTD_04_18_2016-EX-4.72-Strategic Alliance Agreement", "same": true, "hit": false, "text": "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 - Confidential (Translation, for reference only) Article 3 Miscellaneous 3.1 Governing Law and Jurisdiction This Agreement shall be governed by, \u2026" } ] } } }, { "qid": "anti-assignment-014", "category": "Anti-Assignment", "matter": "Non-Competition And Non-Solicitation Agreement between Gulf Oil International Limited, and Gulf Houghton Lubricants Ltd.,", "question": "Is consent or notice required of a party if the contract is assigned to a third party?", "doc": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT", "answer": "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.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 5, "passages": [ { "doc": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT", "same": true, "hit": false, "text": "follows] 8 IN 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] GULF HOUGHTON LUBRICANTS LTD. By: /s/ Sandra Georgeson Name: Sandra Georgeson Title: Director [Signature \u2026" }, { "doc": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT", "same": true, "hit": false, "text": "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) programs 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 \u2026" }, { "doc": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT", "same": true, "hit": true, "text": "\u2026 l: 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) \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT", "same": true, "hit": true, "text": "\u2026 l: 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) \u2026" }, { "doc": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "Quaker Chemical Corporation - NON COMPETITION AND NON SOLICITATION AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "license-grant-015", "category": "License Grant", "matter": "Master Services Agreement ( between RadialSpark, LLC and Clear Capital", "question": "Does the contract contain a license granted by one party to its counterparty?", "doc": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT", "same": true, "hit": false, "text": "Exhibit 10(xiv) MASTER SERVICES AGREEMENT Between RadialSpark, LLC and Clear Capital Page 1 of 10 THIS 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, \u2026" }, { "doc": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT", "same": true, "hit": false, "text": "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 Page 9 of 10 relating to: (a) this Agreement and/or any amendments and addenda hereto, or the breach, invalidity or termination hereof; (b) any \u2026" }, { "doc": "ARMSTRONGFLOORING,INC_01_07_2019-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT", "same": false, "hit": false, "text": "must include notice of AFI Licensing LLC's ownership of the trademark within the credit notice of the product, product documentation, or other product communication. (E.g., Diamond 10 and the Diamond 10 Technology logo are registered trademarks of AFI Licensing LLC.) 3. Logo Colors: Can appear only in White or 4 Color Process comprised of Morado, Tungsten and Black. If reversed out White, use only on dark background \u2026" }, { "doc": "WELLSFARGOMORTGAGEBACKEDSECURITIES2006-6TRUST_05_11_2006-EX-10.3-Yield Maintenance Agreement", "same": false, "hit": false, "text": "that except with respect to a transfer at the direction of UBS, nothing in this provision shall impose any obligation on UBS to give notice to any rating agency. Permitted Security Interest: For purposes of Section 7 of the Agreement, UBS AG hereby consents to the Permitted Security Interest. \"Permitted Security Interest\" means the collateral assignment by the Counterparty of the Cap Collateral to the Master \u2026" }, { "doc": "WELLSFARGOMORTGAGEBACKEDSECURITIES2006-6TRUST_05_11_2006-EX-10.3-Yield Maintenance Agreement", "same": false, "hit": false, "text": "payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of the Master Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Master Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Master Agreement and \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 2, "passages": [ { "doc": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT", "same": true, "hit": false, "text": "of the Services called for by this Agreement, to its knowledge, does not and shall not violate any applicable law, rule, or regulation; Page 5 of 10 (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 \u2026" }, { "doc": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT", "same": true, "hit": true, "text": "\u2026 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 \u2026" }, { "doc": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT", "same": true, "hit": false, "text": "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 Page 9 of 10 relating to: (a) this Agreement and/or any amendments and addenda hereto, or the breach, invalidity or termination hereof; (b) any \u2026" }, { "doc": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "MERITLIFEINSURANCECO_06_19_2020-EX-10.(XIV)-MASTER SERVICES AGREEMENT", "same": true, "hit": false, "text": "Exhibit 10(xiv) MASTER SERVICES AGREEMENT Between RadialSpark, LLC and Clear Capital Page 1 of 10 THIS 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, \u2026" } ] } } }, { "qid": "license-grant-016", "category": "License Grant", "matter": "Intellectual Property Agreement between Babcock & Wilcox Enterprises, Inc. and The Babcock & Wilcox Company", "question": "Does the contract contain a license granted by one party to its counterparty?", "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "answer": "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 \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": 42, "passages": [ { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "iii INTELLECTUAL PROPERTY AGREEMENT This 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.\" \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "\"Babcock & Wilcox,\" B&W,\" or \"B&W & HERO ENGINE DESIGN.\" \"RemainCo Know-How\" means all Know-How owned by RemainCo as of the Effective Date. \"RemainCo Trademarks\" has the meaning set forth in Section 3.4. \"Reviewing Party\" has the meaning set forth in Section 4.4. \"Shared Library Materials\" means (i) proprietary research reports, letter reports, photographs, micrographs or other materials recorded in a tangible, \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "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. \"IP Proceedings\" has the meaning set forth in Section 2.3. \"Licensed RemainCo Know-How\" has the meaning set forth in Section 5.1(b). \"Licensed SpinCo Know-How\" has the meaning set forth in Section 5.1(a). \"Licensed RemainCo Intellectual Property\" means all \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "Exhibit 10.17 INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK & WILCOX COMPANY and BABCOCK & WILCOX ENTERPRISES, INC. dated as of June 26, 2015 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Interpretation 4 ARTICLE II INTELLECTUAL PROPERTY ASSIGNMENT AND OWNERSHIP 5 Section 2.1 Reserved 5 Section 2.2 Reserved 5 Section 2.3 Assistance by Employees; Inventor Compensation 5 Section \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.18181818181818182, "first": 2, "passages": [ { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "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 provide all reasonable \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": true, "text": "\u2026 ERTY LICENSES AND COVENANTS Section 5.1 Cross-License of Shared Know-How. (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 \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": true, "text": "Property in the RemainCo Core Field. Section 5.8 Third Party Agreements; Reservation of Rights. (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 \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": true, "text": "\u2026 cess any Licensed RemainCo Intellectual Property in the SpinCo Core Field. (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 \u2026" } ] } } }, { "qid": "license-grant-017", "category": "License Grant", "matter": "Intellectual Property Agreement between Sony Electronics Inc. and GSI Technology, Inc.", "question": "Does the contract contain a license granted by one party to its counterparty?", "doc": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.", "answer": "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 \u2026 Subject to SONY's compliance with the covenant \u2026", "runs": { "bm25-256": { "recall@10": 0.6666666666666666, "first": 7, "passages": [ { "doc": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.", "same": true, "hit": false, "text": "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 INTELLECTUAL PROPERTY AGREEMENT This Intellectual Property Agreement is made and entered into as of \u2026" }, { "doc": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.", "same": true, "hit": false, "text": "Exhibit 10.2 INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC. August 28, 2009 TABLE OF CONTENTS i 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 \u2026" }, { "doc": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.", "same": true, "hit": false, "text": "Agreement. 6 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 \u2026" }, { "doc": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.", "same": true, "hit": false, "text": "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 granted by SONY under Portfolio Cross Licenses, neither SONY nor any of SONY's \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.6666666666666666, "first": 1, "passages": [ { "doc": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.", "same": true, "hit": true, "text": "the 3 Transferred Assets, and to make, have made, use, offer to sell, sell, otherwise dispose of, and import Competing Products (including, without limitation, SRAM Products). 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 \u2026" }, { "doc": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.", "same": true, "hit": false, "text": "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 granted by SONY under Portfolio Cross Licenses, neither SONY nor any of SONY's \u2026" }, { "doc": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.", "same": true, "hit": false, "text": "Agreement. 6 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 \u2026" }, { "doc": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GSITECHNOLOGYINC_11_16_2009-EX-10.2-INTELLECTUAL PROPERTY AGREEMENT between SONY ELECTRONICS INC. and GSI TECHNOLOGY, INC.", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "license-grant-018", "category": "License Grant", "matter": "Endorsement Agreement between BERKSHIRE BANK and GENO AURIEMMA", "question": "Does the contract contain a license granted by one party to its counterparty?", "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "answer": "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", "runs": { "bm25-256": { "recall@10": 1.0, "first": 2, "passages": [ { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": true, "text": "\u2026 escribed 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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "by Berkshire with another entity offering Banking Services. Source: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012 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, \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": true, "text": "\u2026 escribed 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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "by Berkshire with another entity offering Banking Services. Source: BERKSHIRE HILLS BANCORP INC, 10-Q, 8/9/2012 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, \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BerkshireHillsBancorpInc_20120809_10-Q_EX-10.16_7708169_EX-10.16_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "license-grant-019", "category": "License Grant", "matter": "Supply Agreement between PROFOUND MEDICAL INC. and PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.", "question": "Does the contract contain a license granted by one party to its counterparty?", "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "answer": "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 \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": 105, "passages": [ { "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "Exhibit 4.5 SUPPLY AGREEMENT between PROFOUND MEDICAL INC. and PHILIPS MEDICAL SYSTEMS NEDERLAND B.V. THIS 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., \u2026" }, { "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 [Redacted - Commercially Sensitive - Schedules concerning Product specifications, \u2026" }, { "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement", "same": false, "hit": false, "text": "omitted portions. 14 15 commissions shall accrue in an amount equal to [*] of any Medical Products Net Revenues during such Contract Year resulting from (a) any VerticalNet Medical Products Listing or (b) any Neoforma Medical Products Listing for which VerticalNet was the Transaction Origination Party. From and after the point when such accrued commissions equal [*] in any Contract Year (such [*] of accrued \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 6, "passages": [ { "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "Exhibit 4.5 SUPPLY AGREEMENT between PROFOUND MEDICAL INC. and PHILIPS MEDICAL SYSTEMS NEDERLAND B.V. THIS 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., \u2026" }, { "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "cap-on-liability-020", "category": "Cap On Liability", "matter": "Strategic Alliance Agreement between PHOENIX EQUITY PLANNING CORPORATION and PHOENIX LIFE INSURANCE COMPANY", "question": "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.", "doc": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT", "answer": "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. \u2026 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 \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": 77, "passages": [ { "doc": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "STRATEGIC ALLIANCE AGREEMENT This 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 \u2026" }, { "doc": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "constitute one and the same instrument. PHL VARIABLE INSURANCE COMPANY PHOENIX EQUITY PLANNING CORPORATION BY: /S/ KATHLEEN A. MCGAH BY: /S/ KATHLEEN A. MCGAH NAME: KATHLEEN A. MCGAH NAME: KATHLEEN A. MCGAH TITLE: VICE PRESIDENT TITLE: VICE PRESIDENT PHOENIX LIFE INSURANCE COMPANY INVESTORS CAPITAL CORPORATION BY: /S/ JOHN V. LAGRASSE BY: /S/ THEODORE E. CHARLES NAME: JOHN V. LAGRASSE NAME: THEODORE E. CHARLES \u2026" }, { "doc": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "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 (2) a liquidation or dissolution of such member of the Control Group or the sale, transfer, lease or other disposition \u2026" }, { "doc": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement", "same": false, "hit": false, "text": "Exhibit 10.17 Program Content License Agreement between Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009 Source: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011 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 \u2026" }, { "doc": "SIBANNAC,INC_12_04_2017-EX-2.1-Strategic Alliance Agreement", "same": false, "hit": false, "text": "Exhibit 2.01 Strategic Alliance Agreement This agreement is made and entered into this 30th day of November, 2017 by and between Bravatek Solutions, Inc., a corporation organized under the laws of the State of Colorado, (\"Bravatek\"), with an address at 2028 E. Ben White Blvd., Unit #240-2835, Austin, Texas, 78741, and Sibannac, Inc. (\"COMPANY\"), a corporation organized under the laws of Nevada, with an address at \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.6666666666666666, "first": 2, "passages": [ { "doc": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 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 \u2026" }, { "doc": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": true, "text": "\u2026 pital 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" }, { "doc": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "\"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 - 20 - processes and systems \u2026" }, { "doc": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "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. 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, \u2026" } ] } } }, { "qid": "cap-on-liability-021", "category": "Cap On Liability", "matter": "Web Site Hosting Agreement between CENTRACK INTERNATIONAL, INC. and I-ON INTERACTIVE, INC.", "question": "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.", "doc": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": 190, "passages": [ { "doc": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT", "same": true, "hit": false, "text": "1 Exhibit 10.3 I-on. (LOGO) www.i-on.com 561.394.9484 o 561.394-9773 fax 1733 avenida del sol, boca raton, florida, 33432 WEB SITE HOSTING AGREEMENT This 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\"). DEFINITIONS As used in this Agreement, the \u2026" }, { "doc": "SouthernStarEnergyInc_20051202_SB-2A_EX-9_801890_EX-9_Affiliate Agreement", "same": false, "hit": false, "text": "of its warranty set out in this clause. \u00a7 6 Limitation of liability (1) The parties exclude mutual liability for slightly negligent violation of obligations in connection with this agreement, with the exception of \u00a7 16 and \u00a7 5 (3) of this agreement. This includes in particular the liability exclusion for lost profit, the loss of data or interruption to or errors in the operation of the Web site of the Affiliate. The \u2026" }, { "doc": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT", "same": true, "hit": false, "text": "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 3 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 \u2026" }, { "doc": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT", "same": true, "hit": false, "text": "Agreement as of the date first set forth above. CENTRACK INTERNATIONAL, INC. I-ON INTERACTIVE, INC. By: /s/ JOHN J. LOFQUIST By: /s/ ANNA TALERICO ------------------------- ----------------------------- Name: John J. Lofquist Name: Anna Talerico Title: President & CEO Title: Vice President" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT", "same": true, "hit": true, "text": "\u2026 to i-on and to make such payments on a timely basis. LIMITATION OF LIABILITY i-on will not be liable under any circumstances for any lost profits or other consequential damages, even if i-on has been advised as to the possibility of such damages. i-on's liability for damages to the Customer for any cause whatsoever, regardless of the form of action, and whether in contract or in tort, including negligence, shall be \u2026" }, { "doc": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT", "same": true, "hit": false, "text": "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 3 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 \u2026" }, { "doc": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT", "same": true, "hit": false, "text": "and 8am Eastern Standard Time on weekdays, or during weekends. Under this Agreement, i-on will provide the following limited services for the Hosted Site: 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; 2. \u2026" }, { "doc": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT", "same": true, "hit": false, "text": "1 Exhibit 10.3 I-on. (LOGO) www.i-on.com 561.394.9484 o 561.394-9773 fax 1733 avenida del sol, boca raton, florida, 33432 WEB SITE HOSTING AGREEMENT This 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\"). DEFINITIONS As used in this Agreement, the \u2026" } ] } } }, { "qid": "cap-on-liability-022", "category": "Cap On Liability", "matter": "Master Franchise Agreement between The Grilled Cheese Truck, Inc. and Kiosk Concepts, Inc.", "question": "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.", "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": 56, "passages": [ { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "same": true, "hit": false, "text": "By: Witness Name: Title: MASTER FRANCHISEE : THE GRILLED CHEESE TRUCK, INC. By: Witness Name: Title: 40 Source: SOUPMAN, INC., 8-K, 8/14/2015 SCHEDULE 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: \u2026" }, { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4", "same": false, "hit": false, "text": "executed, sealed and delivered this Addendum dated this ______ day of ______________, 2015. 2 Source: SOUPMAN, INC., 8-K, 8/14/2015 ATTEST KIOSK CONCEPTS, INC.: By: Witness Name: Title: MASTER FRANCHISEE: THE GRILLED CHEESE TRUCK, INC. By: Name: Title: Witness 3 Source: SOUPMAN, INC., 8-K, 8/14/2015" }, { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "same": true, "hit": false, "text": "Exhibit 10.1 KIOSK CONCEPTS, INC. MASTER FRANCHISE AGREEMENT THE GRILLED CHEESE TRUCK, INC. MASTER FRANCHISEE DATE OF AGREEMENT Source: SOUPMAN, INC., 8-K, 8/14/2015 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 \u2026" }, { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "same": true, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 2, "passages": [ { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "same": true, "hit": true, "text": "\u2026 AN, INC., 8-K, 8/14/2015 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 \u2026" }, { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "same": true, "hit": false, "text": "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, \u2026" }, { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "same": true, "hit": false, "text": "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). 24 Source: SOUPMAN, INC., 8-K, 8/14/2015 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 \u2026" } ] } } }, { "qid": "cap-on-liability-023", "category": "Cap On Liability", "matter": "Co-Promotion Agreement between Valeant Pharmaceuticals North America LLC and Dova Pharmaceuticals, Inc.", "question": "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.", "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "answer": "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. \u2026 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) \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": 15, "passages": [ { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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\". RECITALS WHEREAS, Dova has developed and has rights to market and sell the Product (as \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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\" \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "12.1 Term. 41 12.2 Early Termination for Cause. 41 Source: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018 12.3 Other Early Termination. 42 12.4 Effects of Termination. 42 12.5 Tail Period. 42 ii CONFIDENTIAL 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 \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "certified mail, postage prepaid, return receipt requested, addressed as follows: if to Dova, to: Dova Pharmaceuticals, Inc. 240 Leigh Farm Road, Suite 245 Durham, NC 27707 Attention: Chief Executive Officer Email: asapir@dova.com With a copy to: Dova Pharmaceuticals, Inc. 240 Leigh Farm Road, Suite 245 Durham, NC 27707 Attention: General Counsel Email: mbanjak@dova.com if to Valeant, to: Valeant Pharmaceuticals \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "Exhibit 10.2 ______________________________________________________________________________ CO-PROMOTION AGREEMENT by and between DOVA PHARMACEUTICALS, INC. and VALEANT PHARMACEUTICALS NORTH AMERICA LLC September 26, 2018 ______________________________________________________________________________ CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.5, "first": 1, "passages": [ { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": true, "text": "such Claim). 11.4 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) \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "is being proposed by Valeant as a result of an anticipated or the existence of a generic version of the Source: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018 Designated 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 \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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\". RECITALS WHEREAS, Dova has developed and has rights to market and sell the Product (as \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "cap-on-liability-024", "category": "Cap On Liability", "matter": "Cooperation Agreement between HPIL ENERGYTECH Inc. and GINARES GROUP AG", "question": "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.", "doc": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT", "answer": "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. \u2026 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.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 4, "passages": [ { "doc": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "COOPERATION AGREEMENT made by and between HPIL ENERGYTECH Inc. and GINARES GROUP AG January 5, 2015 Table of Contents 1. Term........................................................................................................................................... 2 2. Goals And Objectives................................................................................................................ 2 3. Obligations \u2026" }, { "doc": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "receiving such instrument or document. 5 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 \u2026" }, { "doc": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT", "same": true, "hit": true, "text": "\u2026 ts 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, \u2026" }, { "doc": "WELLSFARGOMORTGAGEBACKEDSECURITIES2006-6TRUST_05_11_2006-EX-10.3-Yield Maintenance Agreement", "same": false, "hit": false, "text": "herein made on the part of the Trust is made and intended not as a personal representation, undertaking or agreement by Wells Fargo Bank, N.A., but is made and intended for the purpose of binding only the Trust, (iii) nothing herein contained shall be construed as imposing any liability on Wells Fargo Bank, N.A. individually or personally, to perform any covenant either express or implied contained herein, all such \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT", "same": true, "hit": true, "text": "\u2026 s 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 \u2026" }, { "doc": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT", "same": true, "hit": true, "text": "\u2026 ts 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, \u2026" }, { "doc": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "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 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 \u2026" }, { "doc": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "HPILHOLDING_01_07_2015-EX-99.1-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "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. \u2026" } ] } } }, { "qid": "audit-rights-025", "category": "Audit Rights", "matter": "Global Master Supply Agreement between West Pharmaceutical Services, Inc. and ExxonMobil Chemical Company", "question": "Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "answer": "The frequency of such audits shall not exceed one audit per site within three years \u2026 On request of Buyer, Buyer is allowed to carry out on-site manufacturing and quality audits in manufacturing units where Products are produced.", "runs": { "bm25-256": { "recall@10": 0.0, "first": 12, "passages": [ { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "Petersburg, FL 33709-1109 West Pharmaceutical Services, Inc. 347 Oliver Street Jersey Shore, PA 17740-1923 Source: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020 ATTACHMENT D West Pharmaceutical Services and ExxonMobil Chemical Company 2019-2023 Global Supply Master Agreement Notices For all notices, communications, or questions regarding this Contract, the following addresses listed below shall be used; provided, \u2026" }, { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "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. Source: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020 ATTACHMENT B West Pharmaceutical Services and \u2026" }, { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "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. For U.S. sales to Brazil or Mexico, \u2026" }, { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "to the governing law specified in Attachments A, G and H, respectively, and as applicable to the appropriate ExxonMobil Selling Affiliate. Source: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020 BUYER 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 /s/ Eric M. Green /s/ Kurt Aerts BY: Eric M. Green BY: Kurt \u2026" }, { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "Exhibit 10.1 [*****] 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. GLOBAL MASTER SUPPLY AGREEMENT This 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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 10, "passages": [ { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "Petersburg, FL 33709-1109 West Pharmaceutical Services, Inc. 347 Oliver Street Jersey Shore, PA 17740-1923 Source: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020 ATTACHMENT D West Pharmaceutical Services and ExxonMobil Chemical Company 2019-2023 Global Supply Master Agreement Notices For all notices, communications, or questions regarding this Contract, the following addresses listed below shall be used; provided, \u2026" }, { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "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. For U.S. sales to Brazil or Mexico, \u2026" }, { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "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. Source: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020 ATTACHMENT G The West Pharmaceutical Services and ExxonMobil Chemical \u2026" }, { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "audit-rights-026", "category": "Audit Rights", "matter": "Endorsement Agreement between Diplomat Ambassador Eyewear Group and The Sterling/Winters Co.", "question": "Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "answer": "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. \u2026 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", "runs": { "bm25-256": { "recall@10": 0.0, "first": 17, "passages": [ { "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "first set forth above. /s/ Kathy Ireland --------------------------------- KATHY IRELAND, Individually KATHY IRELAND, INC. By /s/ Kathy Ireland --------------------------------- KATHY IRELAND, President THE STERLING/WINTERS CO. By /s/ Jason Winters --------------------------------- JASON WINTERS DIPLOMAT AMBASSADOR EYEWEAR GROUP By /s/ Barry Budilov --------------------------------- BARRY BUDILOV, President 13 \u2026" }, { "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "Exhibit 10.28 ENDORSEMENT AGREEMENT This Endorsement Agreement (\"Agreement\") is made and entered into as of August 24, 1995, by and among the following parties: (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; (b) The Sterling/Winters Co. (\"SW\"), 1900 Avenue of the Stars, Suite \u2026" }, { "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "subject to the remedial and other provisions of paragraph 14 of this Agreement. 24. Miscellaneous Provisions. (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. (b) Merger. This Agreement supersedes any and all prior written or oral \u2026" }, { "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "this Agreement. 5. Personal Endorsement and Appearances. (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. 3 (b) USA Appearance. KI will make one (1) personal appearance per License Year during the period of this \u2026" }, { "doc": "DYNTEKINC_07_30_1999-EX-10-ONLINE HOSTING AGREEMENT", "same": false, "hit": false, "text": "in a manner that allows Diplomat to separate these matters from those relating to Tadeo's other operations. Such books, records and accounts will reflect such information as would normally be examined by an independent accountant in performing an audit pursuant to United States generally accepted auditing standards for the purpose of certifying financial statements, and to permit verification thereof by governmental \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "same": true, "hit": true, "text": "\u2026 rol of Diplomat, with respect to the 8 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. 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 \u2026" }, { "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "subject to the remedial and other provisions of paragraph 14 of this Agreement. 24. Miscellaneous Provisions. (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. (b) Merger. This Agreement supersedes any and all prior written or oral \u2026" }, { "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "for and in consideration of the mutual promises and conditions contained in this Agreement, the parties hereby agree as follows. 2. Grant of License. (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 \u2026" }, { "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "Exhibit 10.28 ENDORSEMENT AGREEMENT This Endorsement Agreement (\"Agreement\") is made and entered into as of August 24, 1995, by and among the following parties: (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; (b) The Sterling/Winters Co. (\"SW\"), 1900 Avenue of the Stars, Suite \u2026" } ] } } }, { "qid": "audit-rights-027", "category": "Audit Rights", "matter": "Manufacturing and Supply Agreement between VAPOTHERM, INC. and MEDICA S.p.A.", "question": "Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "answer": "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.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": true, "text": "\u2026 ty with respect to that response. 8.2 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 \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "for Consequential Damages 15 12.4 Limitation on Liability 15 ARTICLE 13 TERM AND TERMINATION; BUSINESS CONTINUITY 15 13.1 Term 15 13.2 Termination 16 13.3 Effect of Termination 17 13.4 Business Continuity 17 ARTICLE 14 MISCELLANEOUS 18 14.1 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 \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "same instrument. -23- [* * *] = 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. 14.14 Compliance with Laws. Vapotherm and Medica shall each comply in all material respects with all applicable Laws that pertain to the activities for which \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter. -2- [* * *] = 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. (c) Vapotherm shall deliver each purchase order for quantities of the Cartridge at \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 2, "passages": [ { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "that it may use in performing its obligations under this Agreement. (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. (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, \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": true, "text": "\u2026 ty with respect to that response. 8.2 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 \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 8.3 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 \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "cancel that purchase order or the portion thereof of relating to the Nonconforming Cartridge, as applicable. 4.5 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. \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "or Medica Inventions arising in connection with this Agreement). ARTICLE 11 REPRESENTATIONS 11.1 Representations of Medica. Medica represents to Vapotherm as follows: (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. (b) Medica has the power to execute \u2026" } ] } } }, { "qid": "audit-rights-028", "category": "Audit Rights", "matter": "Strategic Alliance Agreement between PHOENIX EQUITY PLANNING CORPORATION and PHOENIX LIFE INSURANCE COMPANY", "question": "Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "doc": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "STRATEGIC ALLIANCE AGREEMENT This 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 \u2026" }, { "doc": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "constitute one and the same instrument. PHL VARIABLE INSURANCE COMPANY PHOENIX EQUITY PLANNING CORPORATION BY: /S/ KATHLEEN A. MCGAH BY: /S/ KATHLEEN A. MCGAH NAME: KATHLEEN A. MCGAH NAME: KATHLEEN A. MCGAH TITLE: VICE PRESIDENT TITLE: VICE PRESIDENT PHOENIX LIFE INSURANCE COMPANY INVESTORS CAPITAL CORPORATION BY: /S/ JOHN V. LAGRASSE BY: /S/ THEODORE E. CHARLES NAME: JOHN V. LAGRASSE NAME: THEODORE E. CHARLES \u2026" }, { "doc": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "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 (2) a liquidation or dissolution of such member of the Control Group or the sale, transfer, lease or other disposition \u2026" }, { "doc": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement", "same": false, "hit": false, "text": "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 \u2026" }, { "doc": "SIBANNAC,INC_12_04_2017-EX-2.1-Strategic Alliance Agreement", "same": false, "hit": false, "text": "Exhibit 2.01 Strategic Alliance Agreement This agreement is made and entered into this 30th day of November, 2017 by and between Bravatek Solutions, Inc., a corporation organized under the laws of the State of Colorado, (\"Bravatek\"), with an address at 2028 E. Ben White Blvd., Unit #240-2835, Austin, Texas, 78741, and Sibannac, Inc. (\"COMPANY\"), a corporation organized under the laws of Nevada, with an address at \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": 15, "passages": [ { "doc": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "the Memorandum of Understanding. 11.03.2 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 \u2026" }, { "doc": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "\"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 - 20 - processes and systems \u2026" }, { "doc": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 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 \u2026" }, { "doc": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "not disapprove the proposed fee increase within 10 days from the Fee Increase Notice Date, then such increase shall be deemed approved. 8.08.2 New ICC Accounts. During the Term, ICAS may increase the investment advisory fee ICAS charges ICC Customers in connection with SECTION 9 INTELLECTUAL PROPERTY RIGHTS. - 16 - any ICC Account established after the Fee Increase Notice Date so long as the fee increase will not \u2026" }, { "doc": "PHLVARIABLEINSURANCECOCT_08_17_2009-EX-10.1-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "a party. 4.03 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 \u2026" } ] } } }, { "qid": "audit-rights-029", "category": "Audit Rights", "matter": "Sponsorship And Development Agreement between TEKNIK DIGITAL ARTS INC. and RICK SMITH ENTERPRISES", "question": "Does a party have the right to\u00a0 audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?", "doc": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT", "answer": "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. \u2026 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.", "runs": { "bm25-256": { "recall@10": 0.5, "first": 5, "passages": [ { "doc": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT", "same": true, "hit": false, "text": "EXHIBIT 10.15 SPONSORSHIP AND DEVELOPMENT AGREEMENT 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: \u2026" }, { "doc": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "PHREESIA,INC_05_28_2019-EX-10.18-STRATEGIC ALLIANCE AGREEMENT", "same": false, "hit": false, "text": "Party's normal business activities. All information that is disclosed in connection with such audit will be deemed to be the Confidential Information of the audited Party, and subject to this Agreement. Any audit will be conducted in a manner that does not breach or violate any applicable Laws regarding patient confidentiality. The rights set forth in this Section 17.4(b) may not be exercised by an auditing Party \u2026" }, { "doc": "TELEGLOBEINTERNATIONALHOLDINGSLTD_03_29_2004-EX-10.10-CONSTRUCTION AND MAINTENANCE AGREEMENT", "same": false, "hit": false, "text": "and maintain such books, records, vouchers and accounts with respect to its billing of costs incurred by the Terminal Parties and any other Party having incurred costs for implementation of APCN 2 as authorized by the Management Committee, and costs billable under the Supply Contract for a period of five (5) years from the System RFS Date or the date on which the work is completed, whichever is later. 9.7 With \u2026" }, { "doc": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT", "same": true, "hit": true, "text": "\u2026 e 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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT", "same": true, "hit": true, "text": "\u2026 e 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 \u2026" }, { "doc": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT", "same": true, "hit": false, "text": "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\")\"; (b) the right to use and reuse Smith's Likeness in \u2026" }, { "doc": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT", "same": true, "hit": true, "text": "\u2026 tributed and sold by Licensee during the aforementioned time period. 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. 6. TERM 6.1 Term. The term of this Agreement (the \"Term\") shall commence on the Effective Date and \u2026" } ] } } }, { "qid": "revenue-profit-sharing-030", "category": "Revenue/Profit Sharing", "matter": "Endorsement Agreement between Diplomat Ambassador Eyewear Group and The Sterling/Winters Co.", "question": "Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "answer": "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. \u2026 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.", "runs": { "bm25-256": { "recall@10": 0.5, "first": 10, "passages": [ { "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "first set forth above. /s/ Kathy Ireland --------------------------------- KATHY IRELAND, Individually KATHY IRELAND, INC. By /s/ Kathy Ireland --------------------------------- KATHY IRELAND, President THE STERLING/WINTERS CO. By /s/ Jason Winters --------------------------------- JASON WINTERS DIPLOMAT AMBASSADOR EYEWEAR GROUP By /s/ Barry Budilov --------------------------------- BARRY BUDILOV, President 13 \u2026" }, { "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "Exhibit 10.28 ENDORSEMENT AGREEMENT This Endorsement Agreement (\"Agreement\") is made and entered into as of August 24, 1995, by and among the following parties: (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; (b) The Sterling/Winters Co. (\"SW\"), 1900 Avenue of the Stars, Suite \u2026" }, { "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "this Agreement. 5. Personal Endorsement and Appearances. (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. 3 (b) USA Appearance. KI will make one (1) personal appearance per License Year during the period of this \u2026" }, { "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "subject to the remedial and other provisions of paragraph 14 of this Agreement. 24. Miscellaneous Provisions. (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. (b) Merger. This Agreement supersedes any and all prior written or oral \u2026" }, { "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.5, "first": 2, "passages": [ { "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "notice of such assignment to Diplomat. 22. No Waiver, Etc. 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 \u2026" }, { "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "same": true, "hit": true, "text": "\u2026 such date. 3. Terms of Payment. (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;" }, { "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "Exhibit 10.28 ENDORSEMENT AGREEMENT This Endorsement Agreement (\"Agreement\") is made and entered into as of August 24, 1995, by and among the following parties: (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; (b) The Sterling/Winters Co. (\"SW\"), 1900 Avenue of the Stars, Suite \u2026" }, { "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "this Agreement. 5. Personal Endorsement and Appearances. (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. 3 (b) USA Appearance. KI will make one (1) personal appearance per License Year during the period of this \u2026" }, { "doc": "AMBASSADOREYEWEARGROUPINC_11_17_1997-EX-10.28-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "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). \u2026" } ] } } }, { "qid": "revenue-profit-sharing-031", "category": "Revenue/Profit Sharing", "matter": "Franchise Agreement with Goosehead Insurance Agency, LLC", "question": "Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "answer": "We will receive all Commissions (defined below) from insurance carriers. \u2026 As used in this Agreement: \u2026 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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": 137, "passages": [ { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "site is based on its own independent investigation of the suitability of the site. 6. 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. \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "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: Page 65 of 80 GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT EXHIBIT F-1 \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "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. ***** Page 59 of 80 IN 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 \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "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 By: By: Name: P. Ryan Langston Name: Title: Vice President and General Counsel Title: FDD Exhibit H-27 ADDENDUM TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF RHODE ISLAND In recognition of the requirements of \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "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. 5. Third-Party Beneficiary. Member hereby acknowledges and agrees that Franchisor is an intended third-party beneficiary of this \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": 36, "passages": [ { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "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. 5. Third-Party Beneficiary. Member hereby acknowledges and agrees that Franchisor is an intended third-party beneficiary of this \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "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: Page 65 of 80 GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT EXHIBIT F-1 \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "Exhibit 10.6 Goosehead Insurance Agency, LLC Franchise Agreement Exhibit 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 \u2026" } ] } } }, { "qid": "revenue-profit-sharing-032", "category": "Revenue/Profit Sharing", "matter": "Sponsorship Agreement between Excite, Inc. and N2K Inc.", "question": "Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "doc": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT", "answer": "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 \u2026", "runs": { "bm25-256": { "recall@10": 1.0, "first": 3, "passages": [ { "doc": "GSVINC_05_15_1998-EX-10-SPONSORSHIP AGREEMENT", "same": false, "hit": false, "text": "XXXXXXXXXXXXXXXX of sales, excluding any and all amounts collected for sales tax, shipping and handling charges, and credits for returned goods and/or services. o For revenues in excess of XXXXXXXXXXXXXXXXXXX of all sales, excluding any and all amounts collected for sales tax, shipping and handling charges, and credits for returned goods and/or services. ii) For the year between the first anniversary of the Launch \u2026" }, { "doc": "GSVINC_05_15_1998-EX-10-SPONSORSHIP AGREEMENT", "same": false, "hit": false, "text": "described in the Agreement. Subsequent installments will be due on a monthly basis thereafter. XXXXXXXXXXXXXXX. c) Excite will maintain accurate records of the XXXXXXXXXXX delivered under this Agreement as described in Sections 7(a) and 7(b). Should these results differ to those provided by Client's server by more than 10%, Client may, once per quarter during Excite's regular business hours and at Client's sole \u2026" }, { "doc": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT", "same": true, "hit": true, "text": "\u2026 CONFIDENTIAL iii) If the Total Revenue earned by Sponsor during the three-month period exceeds the total of the Revenue Floor applicable to the same three-month period, Sponsor will pay Excite [****] of the gross margin Sponsor realizes on the gross revenue amount equal to the excess of the Total Revenue over the Revenue Floor during the three-month period. iv) If the Total Revenue earned by Sponsor during the \u2026" }, { "doc": "VITAMINSHOPPECOMINC_09_13_1999-EX-10.26-SPONSORSHIP AGREEMENT", "same": false, "hit": false, "text": "the MatchLogic DeliverE fees and the MatchLogic banner and link serving fees, Client will pay Excite [*****] recognized by Client on transactions conducted by users referred to the Client Site from the Excite Network during [*****]. Separate and apart from the sponsorship and advertising fees, the MatchLogic DeliverE fees and the MatchLogic banner and link serving fees, Client will pay Excite [*****] recognized by \u2026" }, { "doc": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT", "same": true, "hit": true, "text": "\u2026 7/1/98 [****] 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: i) \"Gross margin\" is defined as [****]. ii) Total Revenue will be \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT", "same": true, "hit": true, "text": "\u2026 7/1/98 [****] 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: i) \"Gross margin\" is defined as [****]. ii) Total Revenue will be \u2026" }, { "doc": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT", "same": true, "hit": true, "text": "\u2026 CONFIDENTIAL iii) If the Total Revenue earned by Sponsor during the three-month period exceeds the total of the Revenue Floor applicable to the same three-month period, Sponsor will pay Excite [****] of the gross margin Sponsor realizes on the gross revenue amount equal to the excess of the Total Revenue over the Revenue Floor during the three-month period. iv) If the Total Revenue earned by Sponsor during the \u2026" }, { "doc": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "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). 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 \u2026" }, { "doc": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "an amount equal to [****]. This credit will be 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). d) Excite will offer Sponsor the right of first refusal to negotiate with Excite for renewal of this sponsorship. 2 3 CONFIDENTIAL i) Excite will not propose, solicit or negotiate \u2026" } ] } } }, { "qid": "revenue-profit-sharing-033", "category": "Revenue/Profit Sharing", "matter": "Distribution And Development Agreement between Qualigen and Sekisui", "question": "Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": 26, "passages": [ { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "- 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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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, \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": 15, "passages": [ { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "(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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "- 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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "revenue-profit-sharing-034", "category": "Revenue/Profit Sharing", "matter": "Endorsement Agreement between National Football League Alumni, Inc. and Food For Athletes, Inc", "question": "Is one party required to share revenue or profit with the counterparty for any technology, goods, or\u00a0services?", "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "answer": "A *donation of $0.05 per Unit sold of Licensed Products within the Contract Territory payable to the **NFL Alumni Northern California Chapter. \u2026 The NFLA-NC will donate 15% of the above described proceeds to the NFLA. \u2026 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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": 63, "passages": [ { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement", "same": false, "hit": false, "text": "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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement", "same": false, "hit": false, "text": "EXHIBIT 10.2 ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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: \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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 Source: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017 SECTION TWENTY-TWO. NO JOINT VENTURE This Agreement does not constitute and shall not be construed as constituting an association, partnership, joint \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.3333333333333333, "first": 5, "passages": [ { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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: \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": true, "text": "\u2026 RIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017 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 \u2026" } ] } } }, { "qid": "exclusivity-035", "category": "Exclusivity", "matter": "Co-Branding Agreement with About.com, Inc.", "question": "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).", "doc": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement", "answer": "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. [**] \u2026 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].", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement", "same": false, "hit": false, "text": "the Ehave Companion Solution, or otherwise attempt to view, display or print such software, including its Source Code, except as permitted herein. (d) Prohibition on Competitive Solutions For so long as the appointment set out in Section 2(a) is exclusive, CHT shall not enter into an agreement (a \"Competitive Transaction\") with any other Person related to the license, sub-license, sale, resale or provide service, \u2026" }, { "doc": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT", "same": false, "hit": false, "text": "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. Article 44 Page 11 Party 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 \u2026" }, { "doc": "UpjohnInc_20200121_10-12G_EX-2.6_11948692_EX-2.6_Manufacturing Agreement_ Supply Agreement", "same": false, "hit": false, "text": "first notify the other Party (which notice, notwithstanding Section 17, shall be addressed to (a) Pluto at gtc@pfizer.com and (b) Spinco at [\u25cf]), who will review and, if compliant with Global Trade Control Laws, approve (subject to any appropriate conditions) such activities (such approval not to be unreasonably withheld or delayed), within five (5) Business Days of such notification; provided that (1) to the extent \u2026" }, { "doc": "CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement", "same": false, "hit": false, "text": "published modifications or upgrades to the Technology, which add enhancements to or correct known errors in the Technology. Company shall provide Technology access to MA for each licensed customer so long as MA is not in default with any terms of this Agreement. 6 Source: CYBERGY HOLDINGS, INC., 10-Q, 5/20/2014 8.3 8.4 9. 10. MA shall notify Company in writing of any errors found by it in the Technology within \u2026" }, { "doc": "ReynoldsConsumerProductsInc_20200121_S-1A_EX-10.22_11948918_EX-10.22_Service Agreement", "same": false, "hit": false, "text": "Recipient under this Agreement; (ii) all or substantially all of the business or assets of one or more of its Affiliates that is a Provider or Recipient under this Agreement; or (iii) all or substantially all of such Party's business or assets, or (c) its financing sources solely for collateral purposes, in each case so long as the assignee agrees to be bound by the terms of this Agreement. Any permitted assignment \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "RandWorldwideInc_20010402_8-KA_EX-10.2_2102464_EX-10.2_Co-Branding Agreement", "same": false, "hit": false, "text": "1 EXHIBIT 10.2 Portions of this exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked \"[***]\" in this exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment. CO-BRANDING AGREEMENT This CO-BRANDING AGREEMENT (this \u2026" }, { "doc": "HealthcentralCom_19991108_S-1A_EX-10.27_6623292_EX-10.27_Co-Branding Agreement", "same": false, "hit": false, "text": "EXHIBIT 10.27 MediaLinx File No. 952 CO-BRANDING CONTENT AGREEMENT ----------------------------- THIS AGREEMENT made as of the 30th day of June 1999 BETWEEN: MEDIALINX INTERACTIVE, L.P., represented herein by its general partner MediaLinx Interactive Inc. a corporation incorporated under the laws of the Province of Ontario 20 Richmond Street East Suite 600 Toronto, Ontario M5C 3B5 (hereinafter called \"MLX\", or \u2026" }, { "doc": "RaeSystemsInc_20001114_10-Q_EX-10.57_2631790_EX-10.57_Co-Branding Agreement", "same": false, "hit": false, "text": "CO-BRANDING AGREEMENT (FORM) This CO-BRANDING AGREEMENT (the \"Agreement\") is made and entered into as of Nov 5, 1999, (the \"Effective Date\") by and between NETTAXI Online Communities, Inc., a Delaware corporation with principal offices at 2165 S. Bascom Avenue, Campbell, California 95008 (\"NETTAXI\"), and Solutions Media, Inc., dba SpinRecords.com a Delaware Corporation, with offices at 11440 West Barnardo Ct., Suite \u2026" }, { "doc": "DeltathreeInc_19991102_S-1A_EX-10.19_6227850_EX-10.19_Co-Branding Agreement_ Service Agreement", "same": false, "hit": false, "text": "Execution Copy CO-BRANDING AND SERVICES AGREEMENT Co-Branding and Services Agreement, effective as of October 1, 1999 (this \"Agreement\"), between RSL COM PrimeCall, Inc., a Delaware corporation (\"PrimeCall\"), and deltathree.com, Inc. (formerly known as Delta Three, Inc.), a Delaware corporation (\"DeltaThree\"). W I T N E S S E T H : WHEREAS, PrimeCall is a leading provider and distributor of prepaid calling cards; \u2026" }, { "doc": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement", "same": false, "hit": false, "text": "Exhibit 10.17 Program Content License Agreement between Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009 Source: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011 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 \u2026" } ] } } }, { "qid": "exclusivity-036", "category": "Exclusivity", "matter": "Amended And Restated Strategic Licensing, Distribution And Marketing Agreement between PACIRA PHARMACEUTICALS, INC. and F/K/A SKYEPHARMA, INC.", "question": "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).", "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "answer": "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. \u2026 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 \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "Exhibit 10.13 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. DATED: OCTOBER 15, 2009 PACIRA PHARMACEUTICALS, INC. and EKR THERAPEUTICS, INC. AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT THIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (the \"Agreement\") is made on October \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "2. ST-02 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] [**] prior to [**]) 3. ST-03 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] prior to [**]) 4. ST-04 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] [**] prior to [**]) 5. ST-22 ([**], [**] rated to [**], [**]) 6. EV-01 ([**], [**] rated to [**], equipped with [**] used \u2026" }, { "doc": "EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement", "same": false, "hit": false, "text": "the Ehave Companion Solution, or otherwise attempt to view, display or print such software, including its Source Code, except as permitted herein. (d) Prohibition on Competitive Solutions For so long as the appointment set out in Section 2(a) is exclusive, CHT shall not enter into an agreement (a \"Competitive Transaction\") with any other Person related to the license, sub-license, sale, resale or provide service, \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "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. 7. Nonnegotiability, Nontransferability. This Note shall be nonnegotiable. Further, this Note may not be transferred by either party except \u2026" }, { "doc": "ArmstrongFlooringInc_20190107_8-K_EX-10.2_11471795_EX-10.2_Intellectual Property Agreement", "same": false, "hit": false, "text": "or one that does not provide enough contrast. Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019 6. Logo Direction: The logo can be used on an angle or vertically but must read left to right and top to bottom 7. Circle A: The Circle A can never be used as a separate graphic element. Notice: 1. The trademark should always be distinguishable from surrounding text - at a minimum, the trademark notice (TM or \u00ae) should be \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": 77, "passages": [ { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "Exhibit 10.13 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. DATED: OCTOBER 15, 2009 PACIRA PHARMACEUTICALS, INC. and EKR THERAPEUTICS, INC. AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT THIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (the \"Agreement\") is made on October \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "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. 7. Nonnegotiability, Nontransferability. This Note shall be nonnegotiable. Further, this Note may not be transferred by either party except \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "The Parties acknowledge that effective upon the termination or expiration of the Transition Services and Inventory Agreement, PPI has -19- 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 \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "2. ST-02 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] [**] prior to [**]) 3. ST-03 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] prior to [**]) 4. ST-04 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] [**] prior to [**]) 5. ST-22 ([**], [**] rated to [**], [**]) 6. EV-01 ([**], [**] rated to [**], equipped with [**] used \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "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. 5. Defaults. At the option of Payee, the entire amount due hereunder shall immediately become due and payable on any of the \u2026" } ] } } }, { "qid": "exclusivity-037", "category": "Exclusivity", "matter": "Sponsorship And Development Agreement between TEKNIK DIGITAL ARTS INC. and RICK SMITH ENTERPRISES", "question": "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).", "doc": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT", "answer": "Smith hereby grants to TDA the following rights (the \"Rights\"): \u2026 (d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; \u2026 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 \u2026", "runs": { "bm25-256": { "recall@10": 0.3333333333333333, "first": 2, "passages": [ { "doc": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT", "same": true, "hit": true, "text": "\u2026 territories. 2. GRANT OF RIGHTS; COOPERATIONS 2.1 Publicity Rights. Smith hereby grants to TDA the following rights (the \"Rights\"): (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" }, { "doc": "EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement", "same": false, "hit": false, "text": "the Ehave Companion Solution, or otherwise attempt to view, display or print such software, including its Source Code, except as permitted herein. (d) Prohibition on Competitive Solutions For so long as the appointment set out in Section 2(a) is exclusive, CHT shall not enter into an agreement (a \"Competitive Transaction\") with any other Person related to the license, sub-license, sale, resale or provide service, \u2026" }, { "doc": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT", "same": false, "hit": false, "text": "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. Article 44 Page 11 Party 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 \u2026" }, { "doc": "DigitalCinemaDestinationsCorp_20111220_S-1_EX-10.10_7346719_EX-10.10_Affiliate Agreement", "same": false, "hit": false, "text": "terms of the license in Section 5.1 below all Software updates and upgrades to the extent such updates and upgrades have been or are being made generally commercially available by NCM. Unless otherwise agreed to in writing by NCM, Network Affiliate shall not permit any third party to perform or provide any maintenance or support services with respect to the Digital Content Network or the Software. Section 4.3 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 2, "passages": [ { "doc": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT", "same": true, "hit": true, "text": "\u2026 territories. 2. GRANT OF RIGHTS; COOPERATIONS 2.1 Publicity Rights. Smith hereby grants to TDA the following rights (the \"Rights\"): (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" }, { "doc": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT", "same": true, "hit": false, "text": "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. 4. COMPENSATION 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 \u2026" }, { "doc": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "HALITRON,INC_03_01_2005-EX-10.15-SPONSORSHIP AND DEVELOPMENT AGREEMENT", "same": true, "hit": true, "text": "\u2026 ucts, by any and all means now known or hereafter developed; (d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction Related Products; and (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 \u2026" } ] } } }, { "qid": "exclusivity-038", "category": "Exclusivity", "matter": "Co-Promotion Agreement between Valeant Pharmaceuticals North America LLC and Dova Pharmaceuticals, Inc.", "question": "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).", "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": 8, "passages": [ { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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\". RECITALS WHEREAS, Dova has developed and has rights to market and sell the Product (as \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "12.1 Term. 41 12.2 Early Termination for Cause. 41 Source: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018 12.3 Other Early Termination. 42 12.4 Effects of Termination. 42 12.5 Tail Period. 42 ii CONFIDENTIAL 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 \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "Exhibit 10.2 ______________________________________________________________________________ CO-PROMOTION AGREEMENT by and between DOVA PHARMACEUTICALS, INC. and VALEANT PHARMACEUTICALS NORTH AMERICA LLC September 26, 2018 ______________________________________________________________________________ CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "certified mail, postage prepaid, return receipt requested, addressed as follows: if to Dova, to: Dova Pharmaceuticals, Inc. 240 Leigh Farm Road, Suite 245 Durham, NC 27707 Attention: Chief Executive Officer Email: asapir@dova.com With a copy to: Dova Pharmaceuticals, Inc. 240 Leigh Farm Road, Suite 245 Durham, NC 27707 Attention: General Counsel Email: mbanjak@dova.com if to Valeant, to: Valeant Pharmaceuticals \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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\" \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": 2, "passages": [ { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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, \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": true, "text": "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 \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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\". RECITALS WHEREAS, Dova has developed and has rights to market and sell the Product (as \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "this Agreement. 4.3.4 No employee of Valeant or its Affiliates shall have authority to give any direction, either written or oral, Source: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018 relating 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 4.3.5 Neither Valeant nor Dova shall undertake any activity under or in connection \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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 Source: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018 counterparty to each of the Third Party Agreements has not exercised or, to the knowledge of \u2026" } ] } } }, { "qid": "exclusivity-039", "category": "Exclusivity", "matter": "Sales, Marketing, Distribution, and Supply Agreement between Scientific Products Pharmaceutical Co. LTD. and Hemispherx Biopharma, Inc.", "question": "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).", "doc": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement", "answer": "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. \u2026 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 \u2026 Subject to the terms and conditions of this \u2026", "runs": { "bm25-256": { "recall@10": 0.3333333333333333, "first": 6, "passages": [ { "doc": "EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement", "same": false, "hit": false, "text": "the Ehave Companion Solution, or otherwise attempt to view, display or print such software, including its Source Code, except as permitted herein. (d) Prohibition on Competitive Solutions For so long as the appointment set out in Section 2(a) is exclusive, CHT shall not enter into an agreement (a \"Competitive Transaction\") with any other Person related to the license, sub-license, sale, resale or provide service, \u2026" }, { "doc": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement", "same": true, "hit": false, "text": "Exhibit 10.1 Sales, 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 \u2026" }, { "doc": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT", "same": false, "hit": false, "text": "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. Article 44 Page 11 Party 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 \u2026" }, { "doc": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement", "same": true, "hit": false, "text": "confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 14 of 28 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) {***} {***} Confidential portions of this exhibit have been redacted and filed separately \u2026" }, { "doc": "ACCURAYINC_09_01_2010-EX-10.31-DISTRIBUTOR AGREEMENT", "same": false, "hit": false, "text": "\u00b7 Existing exclusivity arrangements between Accuray and Third Parties; \u00b7 Prior and current contact with the proposed purchaser by either Party; \u00b7 Other commercial relationships that either Party may have with the proposed purchaser; \u00b7 Bona fide concerns about the suitability of the proposed purchaser; and \u00b7 Whether Accuray or any of its distributors have obtained any required regulatory clearances and/or import \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.6666666666666666, "first": 1, "passages": [ { "doc": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement", "same": true, "hit": true, "text": "\u2026 t 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. \u2026" }, { "doc": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement", "same": true, "hit": false, "text": "Exhibit 10.1 Sales, 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 \u2026" }, { "doc": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement", "same": true, "hit": true, "text": "\u2026 mercial 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 \u2026" }, { "doc": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement", "same": true, "hit": true, "text": "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 \u2026" }, { "doc": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement", "same": true, "hit": false, "text": "confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Page 14 of 28 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) {***} {***} Confidential portions of this exhibit have been redacted and filed separately \u2026" } ] } } }, { "qid": "insurance-040", "category": "Insurance", "matter": "Amended And Restated Remarketing Agreement between Reinsurance Group of America, Incorporated and Barclays Capital Inc.", "question": "Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "answer": "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. \u2026 The Company and each of its subsidiaries maintains insurance covering their properties, personnel and business. \u2026 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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": 23, "passages": [ { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": false, "text": "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. \u2026" }, { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": false, "text": "Exhibit 4.1 EXECUTION VERSION REINSURANCE GROUP OF AMERICA, INCORPORATED RGA CAPITAL TRUST I AMENDED AND RESTATED REMARKETING AGREEMENT February 15, 2011 Barclays Capital Inc. 745 Seventh Avenue New York, NY 10019 Ladies and Gentlemen: Reinsurance 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 \u2026" }, { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": false, "text": "[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, \u2026" }, { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": false, "text": "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 28 contemplated hereby or other matters relating to such \u2026" }, { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": false, "text": "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.\" The remarketing (the \"Remarketing\") of the Preferred Securities is provided for in the Trust Agreement and in an agreement dated December 18, 2001 between the \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 3, "passages": [ { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": false, "text": "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 28 contemplated hereby or other matters relating to such \u2026" }, { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": true, "text": "\u2026 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. (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, \u2026" }, { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": false, "text": "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. Section 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 \u2026" }, { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "insurance-041", "category": "Insurance", "matter": "Amendment No. 2 To Manufacturing And Supply Agreement between Columbia Laboratories, (Bermuda) Ltd. and Fleet Laboratories Limited", "question": "Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "doc": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT", "answer": "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). \u2026 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 \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": 13, "passages": [ { "doc": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 12 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE \u2026" }, { "doc": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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.\" 10 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH \"[***]\". A COMPLETE VERSION \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT", "same": true, "hit": true, "text": "\u2026 ut 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).\" 13. Section 10.1 (a) of the Existing Agreement (Fleet's Indemnity Obligations) shall be deleted \u2026" }, { "doc": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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. 3A.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 \u2026" }, { "doc": "Columbia Laboratories, (Bermuda) Ltd. - AMEND NO. 2 TO MANUFACTURING AND SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "insurance-042", "category": "Insurance", "matter": "Celebrity Endorsement Agreement between Bizzingo, Inc. and Joseph Theismann", "question": "Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "answer": "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.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 6, "passages": [ { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": false, "text": "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\"). \u2026" }, { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": false, "text": "3/22/2012 Theismann Bizzingo, Inc. Joseph Theismann Douglas Toth President 8 Source: BIZZINGO, INC., 8-K, 3/22/2012 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 \u2026" }, { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": false, "text": "and/or other appearances not described in 4(a) above, with each such session not exceeding two (2) hours. to 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 3 Source: BIZZINGO, INC., 8-K, \u2026" }, { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 8, "passages": [ { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": false, "text": "and/or other appearances not described in 4(a) above, with each such session not exceeding two (2) hours. to 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 3 Source: BIZZINGO, INC., 8-K, \u2026" }, { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": false, "text": "days' written notice to Bizzingo, such termination to become effective at the conclusion of such 30-day period. 6 Source: BIZZINGO, INC., 8-K, 3/22/2012 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 \u2026" }, { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": false, "text": "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. 5 Source: BIZZINGO, INC., 8-K, 3/22/2012 10. TERMINATION. Upon termination of this \u2026" }, { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": false, "text": "from such registration as verified by an opinion of counsel acceptable to Bizzingo. With a copy to: Daniel H. Luciano, Esq. 242A West Valley Brook Road Califon,NJ 07830 4 Source: BIZZINGO, INC., 8-K, 3/22/2012 (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 \u2026" } ] } } }, { "qid": "insurance-043", "category": "Insurance", "matter": "Agency Agreement with Biopure Corporation", "question": "Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "doc": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT", "answer": "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 \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT", "same": true, "hit": false, "text": "1 EXHIBIT 10.13 2 BIOPURE CORPORATION AGENCY AGREEMENT 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\"). WHEREAS, the Company is preparing to manufacture and sell Oxyglobin(R) brand veterinary products (\"Products\") enumerated on the Company's veterinary products agency price \u2026" }, { "doc": "PhasebioPharmaceuticalsInc_20200330_10-K_EX-10.21_12086810_EX-10.21_Development Agreement", "same": false, "hit": false, "text": "occurrence. PB will obtain such Clinical Trials Liability insurance on a global basis, and, if required, supplemented Clinical Trials Liability Insurance in the US, at its expense and SFJ will obtain supplemental Clinical Trials Liability insurance for the SFJ Territory and on a country specific basis in the European Clinical Trial Countries as required by Applicable Law at its expense, which will be considered \u2026" }, { "doc": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "VerizonAbsLlc_20200123_8-K_EX-10.4_11952335_EX-10.4_Service Agreement", "same": false, "hit": false, "text": "terms of the Cap Agreement, upon written direction and notification of such requirement, the Servicer shall establish a segregated account (the \"Cap Collateral Account\") at a Qualified Institution that (i) is not affiliated with the Cap Counterparty and (ii) has total assets of at least $10,000,000,000 (the \"Cap Custodian\"), titled as an account of the Cap Counterparty as depositor and entitlement holder. In the \u2026" }, { "doc": "WELLSFARGOMORTGAGEBACKEDSECURITIES2006-6TRUST_05_11_2006-EX-10.3-Yield Maintenance Agreement", "same": false, "hit": false, "text": "between it and the other party under any other agreements. The provisions for Set-off set forth in Section 6(e) of the Agreement shall not apply for purposes of this Transaction; provided, however, that upon the designation of any Early Termination Date, in addition to, and not in limitation of any other right or remedy under applicable law, UBS AG may, by notice to Counterparty require Counterparty to set off any \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT", "same": true, "hit": true, "text": "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 \u2026" }, { "doc": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT", "same": true, "hit": false, "text": "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. 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 -13- Neither party will not assign or otherwise transfer any of its rights or obligations under this \u2026" }, { "doc": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT", "same": true, "hit": false, "text": "PRODUCTS PURCHASE AND SALE. 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) \u2026" }, { "doc": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT", "same": true, "hit": false, "text": "at least twelve (12) months. The Company further 8 -7- warrants 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 \u2026" } ] } } }, { "qid": "insurance-044", "category": "Insurance", "matter": "Sponsorship And Services Agreement between Constellation NewEnergy, Inc. and HOF Village, LLC", "question": "Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?", "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "answer": "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. \u2026 Constellation shall provide the HOF \u2026", "runs": { "bm25-256": { "recall@10": 1.0, "first": 5, "passages": [ { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": false, "text": "Ohio 44708 Attention: David Baker and Pat Lindesmith 12 Source: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020 and 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 \u2026" }, { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": true, "text": "\u2026 es 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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 2, "passages": [ { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": false, "text": "Ohio 44708 Attention: David Baker and Pat Lindesmith 12 Source: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020 and 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 \u2026" }, { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": true, "text": "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 \u2026" }, { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "minimum-commitment-045", "category": "Minimum Commitment", "matter": "Global Master Supply Agreement between West Pharmaceutical Services, Inc. and ExxonMobil Chemical Company", "question": "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?", "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "answer": "Subject to this Agreement's terms and conditions, Buyer Affiliates shall purchase and ExxonMobil Selling Affiliates shall sell the yearly minimum amount of Product amounts (in the aggregate) listed above \u2026 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\"): Products Quantity [Metric Tons / Year] Container PackageYear 2019 2020 2021 2022 2023 [*****] [*****] Minimum Maximum [*****] [*****] [*****] \u2026", "runs": { "bm25-256": { "recall@10": 1.0, "first": 3, "passages": [ { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "Petersburg, FL 33709-1109 West Pharmaceutical Services, Inc. 347 Oliver Street Jersey Shore, PA 17740-1923 Source: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020 ATTACHMENT D West Pharmaceutical Services and ExxonMobil Chemical Company 2019-2023 Global Supply Master Agreement Notices For all notices, communications, or questions regarding this Contract, the following addresses listed below shall be used; provided, \u2026" }, { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "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. Source: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020 ATTACHMENT B West Pharmaceutical Services and \u2026" }, { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": true, "text": "\u2026 *] [*****] [*****] Leased metal crates [*****] not defined Leased metal crates 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. Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within \u2026" }, { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "to the governing law specified in Attachments A, G and H, respectively, and as applicable to the appropriate ExxonMobil Selling Affiliate. Source: WEST PHARMACEUTICAL SERVICES INC, 8-K, 1/16/2020 BUYER 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 /s/ Eric M. Green /s/ Kurt Aerts BY: Eric M. Green BY: Kurt \u2026" }, { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "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. For U.S. sales to Brazil or Mexico, \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 4, "passages": [ { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "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. Buyer 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 \u2026" }, { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "are set out in Attachment F. AFFILIATES ExxonMobil 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. QUALITY Product shall conform to ExxonMobil Selling \u2026" }, { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": true, "text": "\u2026 *] [*****] [*****] Leased metal crates [*****] not defined Leased metal crates 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. Buyer or Buyer Affiliates may request to purchase amounts over the Product maximum amounts per year, however, it shall be solely within \u2026" }, { "doc": "WestPharmaceuticalServicesInc_20200116_8-K_EX-10.1_11947529_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "by Seller's stipulated deadline. FAILURE 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 \u2026" } ] } } }, { "qid": "minimum-commitment-046", "category": "Minimum Commitment", "matter": "Strategic Alliance Agreement between OXBOW CARBON & MINERALS LLC and GLOBAL ENERGY, INC.", "question": "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?", "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "answer": "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. \u2026 However, the commission will never be less than $0.05 per MMBTU regardless of fuel price. \u2026 During the term of this Agreement, and so long as Oxbow continues to own at least 15,000 common shares of \u2026", "runs": { "bm25-256": { "recall@10": 0.6666666666666666, "first": 5, "passages": [ { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "\"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 \u2026" }, { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "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 (ii) Covenants and Agreements. All of the covenants and agreements in this Agreement to be complied with and performed by \u2026" }, { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "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 If to Oxbow: Oxbow Carbon & Minerals LLC 1601 Forum Place, Suite 1400 West Palm Beach, FL 33401 Facsimile No.: (561) 697-1876 \u2026" }, { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": true, "text": "\u2026 ect 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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.3333333333333333, "first": 5, "passages": [ { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "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; \u2026" }, { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": false, "text": "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 \"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 \u2026" }, { "doc": "USASYNTHETICFUELCORP_10_21_2010-EX-10.10-STRATEGIC ALLIANCE AGREEMENT", "same": true, "hit": true, "text": "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 \u2026" } ] } } }, { "qid": "minimum-commitment-047", "category": "Minimum Commitment", "matter": "Amended And Restated Remarketing Agreement between Reinsurance Group of America, Incorporated and Barclays Capital Inc.", "question": "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?", "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "answer": "On the third Business Day immediately preceding the Remarketing Settlement Date (the \"Remarketing Date\"), the Remarketing Agent shall use its commercially reasonable efforts to remarket the Remarketing Securities, at a price at least equal to: (i) 100% of the aggregate Accreted Value thereof as of the end of the day on the day next preceding the Remarketing Settlement Date; or (ii) on the Maturity Remarketing Date, 100% of the stated liquidation amount of the Preferred Securities or the principal amount at maturity of the Debentures, as the case may be.", "runs": { "bm25-256": { "recall@10": 0.0, "first": 23, "passages": [ { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": false, "text": "Exhibit 4.1 EXECUTION VERSION REINSURANCE GROUP OF AMERICA, INCORPORATED RGA CAPITAL TRUST I AMENDED AND RESTATED REMARKETING AGREEMENT February 15, 2011 Barclays Capital Inc. 745 Seventh Avenue New York, NY 10019 Ladies and Gentlemen: Reinsurance 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 \u2026" }, { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": false, "text": "[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, \u2026" }, { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": false, "text": "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. \u2026" }, { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": false, "text": "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 28 contemplated hereby or other matters relating to such \u2026" }, { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": 13, "passages": [ { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": false, "text": "(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 \u2026" }, { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": false, "text": "[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, \u2026" }, { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": false, "text": "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. (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 \u2026" }, { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": false, "text": "Exhibit 4.1 EXECUTION VERSION REINSURANCE GROUP OF AMERICA, INCORPORATED RGA CAPITAL TRUST I AMENDED AND RESTATED REMARKETING AGREEMENT February 15, 2011 Barclays Capital Inc. 745 Seventh Avenue New York, NY 10019 Ladies and Gentlemen: Reinsurance 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 \u2026" }, { "doc": "Reinsurance Group of America, Incorporated - A_R REMARKETING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "minimum-commitment-048", "category": "Minimum Commitment", "matter": "Manufacturing and Supply Agreement between VAPOTHERM, INC. and MEDICA S.p.A.", "question": "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?", "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "answer": "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. \u2026 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\").", "runs": { "bm25-256": { "recall@10": 0.5, "first": 3, "passages": [ { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "for Consequential Damages 15 12.4 Limitation on Liability 15 ARTICLE 13 TERM AND TERMINATION; BUSINESS CONTINUITY 15 13.1 Term 15 13.2 Termination 16 13.3 Effect of Termination 17 13.4 Business Continuity 17 ARTICLE 14 MISCELLANEOUS 18 14.1 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 \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "exceeding [* * *]% of the aggregate Final Forecast Quantity for the months in such Quarter. -2- [* * *] = 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. (c) Vapotherm shall deliver each purchase order for quantities of the Cartridge at \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": true, "text": "\u2026 ales Manager Facsimile: 39-0535-52605 E-mail: daniele.giubertoni@medica.it (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 [* * \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "same instrument. -23- [* * *] = 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. 14.14 Compliance with Laws. Vapotherm and Medica shall each comply in all material respects with all applicable Laws that pertain to the activities for which \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": 12, "passages": [ { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "that it may use in performing its obligations under this Agreement. (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. (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, \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "cancel that purchase order or the portion thereof of relating to the Nonconforming Cartridge, as applicable. 4.5 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. \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "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. 10.2 \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "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 [* * \u2026" } ] } } }, { "qid": "minimum-commitment-049", "category": "Minimum Commitment", "matter": "Cooperation Agreement between STW Resources Holding Corp and City of Fort Stockton", "question": "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?", "doc": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT", "answer": "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\"). \u2026 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, \u2026", "runs": { "bm25-256": { "recall@10": 0.5, "first": 9, "passages": [ { "doc": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "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 This 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 \u2026" }, { "doc": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "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, \u2026" }, { "doc": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement", "same": false, "hit": false, "text": "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 \u2026" }, { "doc": "BELLICUMPHARMACEUTICALS,INC_05_07_2019-EX-10.1-Supply Agreement", "same": false, "hit": false, "text": "apply unless modified terms and conditions for a particular Bellicum Product are set forth in its corresponding Module. (a) Bellicum shall order Miltenyi Products by submitting written purchase orders to Miltenyi, in such form as the Parties may agree from time to time and in accordance with any applicable Lead Times and the provisions of this Article 5 (each, a \"Purchase Order\"). All Purchase Orders (and any \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT", "same": true, "hit": true, "text": "\u2026 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 \u2026" }, { "doc": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "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 This 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 \u2026" }, { "doc": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "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. -6- 22. Force \u2026" }, { "doc": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT", "same": true, "hit": true, "text": "\u2026 ict, 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. \u2026" }, { "doc": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "post-termination-services-050", "category": "Post-Termination Services", "matter": "Sales, Marketing, Distribution, and Supply Agreement between Scientific Products Pharmaceutical Co. LTD. and Hemispherx Biopharma, Inc.", "question": "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?", "doc": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement", "answer": "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. \u2026 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. \u2026 In the event of termination of this license for any reason, SCIEN shall within \u2026", "runs": { "bm25-256": { "recall@10": 0.2, "first": 6, "passages": [ { "doc": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement", "same": true, "hit": false, "text": "Exhibit 10.1 Sales, 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 \u2026" }, { "doc": "EtonPharmaceuticalsInc_20191114_10-Q_EX-10.1_11893941_EX-10.1_Development Agreement", "same": false, "hit": false, "text": "exceed one hundred eighty (180) days following termination so that Aucta can get its own such services in place. The Parties shall determine the rate for such additional transition services as may be required. The objective of this clause is to provide reasonable assurance that a termination does not disrupt the supply of Product)s) to the market if possible and both parties shall work in good faith to try and avoid \u2026" }, { "doc": "ENERGOUSCORP_03_16_2017-EX-10.24-STRATEGIC ALLIANCE AGREEMENT", "same": false, "hit": false, "text": "termination or expiration of this Agreement and until the later to occur of (i) [***] from the Effective Date or (ii) [***] following the effective date of termination or expiration of this Agreement (the \"Wind Down Period\"), the parties' respective rights and obligations under Sections 2 (License), 3 (Sourcing), 7 (Product Sales), 9 (Royalties and Service Fees), 11 (Representations and Warranties; Disclaimers), 12 \u2026" }, { "doc": "ACCURAYINC_09_01_2010-EX-10.31-DISTRIBUTOR AGREEMENT", "same": false, "hit": false, "text": "is not dismissed or removed within 30 days from the date of such event. 6.3. Effect of Termination. Upon expiration of the Term (or other termination of this Agreement): 6.3.1. Transition of Activities. Accuray and Distributor agree to negotiate in good faith an orderly transition of Distributor's distribution responsibilities and activities to Accuray or a third party designated by Accuray and Distributor agrees to \u2026" }, { "doc": "MACROGENICSINC_08_02_2013-EX-10-COLLABORATION AGREEMENT", "same": false, "hit": false, "text": "any of its Related Parties. 1.17 \"Commercialization\" or \"Commercialize\" means activities taken before and after obtaining Regulatory Approval relating specifically to the pre-launch, launch, promotion, marketing, sales force recruitment, sale and distribution of a pharmaceutical product and post-launch medical activities, including without limitation: (a) distribution for commercial sale; (b) strategic marketing, \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.8, "first": 1, "passages": [ { "doc": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement", "same": true, "hit": true, "text": "\u2026 spositions 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 \u2026" }, { "doc": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement", "same": true, "hit": true, "text": "\u2026 te 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 \u2026" }, { "doc": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement", "same": true, "hit": false, "text": "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. \u2026" }, { "doc": "HEMISPHERX - Sales, Marketing, Distribution, and Supply Agreement", "same": true, "hit": false, "text": "Exhibit 10.1 Sales, 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 \u2026" } ] } } }, { "qid": "post-termination-services-051", "category": "Post-Termination Services", "matter": "Endorsement Agreement between National Football League Alumni, Inc. and Food For Athletes, Inc", "question": "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?", "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement", "same": false, "hit": false, "text": "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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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: \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement", "same": false, "hit": false, "text": "EXHIBIT 10.2 ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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 Source: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017 SECTION TWENTY-TWO. NO JOINT VENTURE This Agreement does not constitute and shall not be construed as constituting an association, partnership, joint \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": true, "text": "\u2026 sign, 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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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: \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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, \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "to NFLA database and audience by deliverables listed in Exhibit B. 5 Source: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017 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 \u2026" } ] } } }, { "qid": "post-termination-services-052", "category": "Post-Termination Services", "matter": "Endorsement Agreement between Teardrop Putter Corporation and Consolidated Artists Inc.", "question": "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?", "doc": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT", "answer": "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.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT", "same": true, "hit": true, "text": "\u2026 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" }, { "doc": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "EXHIBIT 10.12 ENDORSEMENT AGREEMENT 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, \u2026" }, { "doc": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "borne by TPC. 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. 30. ENTIRE \u2026" }, { "doc": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT", "same": true, "hit": true, "text": "\u2026 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 \u2026" }, { "doc": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "covenants herein set forth and for other good and valuable consideration, it is agreed as follows: 1. DEFINITIONS: As used herein, the terms set forth below shall be defined as follows: (a) \"Ogle Endorsement\" shall mean the name, likeness, photograph, and endorsement of Ogle. (b) \"Endorsed Product\" shall mean a putter manufactured, distributed, promoted, advertised and sold by TPC bearing the \"Teardrop Putter\" name \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 3, "passages": [ { "doc": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "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. 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 \u2026" }, { "doc": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "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. 14. PAYMENTS TO CONSOLIDATED ARTISTS. All payments to be made to Consolidated \u2026" }, { "doc": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT", "same": true, "hit": true, "text": "\u2026 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 \u2026" }, { "doc": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "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. 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 \u2026" }, { "doc": "TEARDROPGOLFCO_10_23_1996-EX-10.12-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "following contingencies: (a) If TPC is adjudicated as insolvent, declares bankruptcy or fails to continue its business of selling the Endorsed Product; or (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 \u2026" } ] } } }, { "qid": "post-termination-services-053", "category": "Post-Termination Services", "matter": "Consulting Agreement between Driven Deliveries, Inc. and TruckThat LLC", "question": "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?", "doc": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "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. TruckThat LLC Consulting Agreement Page 6 of 7 12.6. Modification, \u2026" }, { "doc": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "ENERGOUSCORP_03_16_2017-EX-10.24-STRATEGIC ALLIANCE AGREEMENT", "same": false, "hit": false, "text": "3.2 Additional Manufacturing Subcontractors. DIALOG at its sole discretion may qualify and establish an alternative source to some or all of ENERGOUS' Manufacturing Subcontractors for the manufacturing of the Licensed Products and ENERGOUS will provide its written authorization thereof if requested by DIALOG. 3.3 Tooling. Subject to ENERGOUS' rights in the Product IP and any Third Party IP (including, without \u2026" }, { "doc": "ACCURAYINC_09_01_2010-EX-10.31-DISTRIBUTOR AGREEMENT", "same": false, "hit": false, "text": "is not dismissed or removed within 30 days from the date of such event. 6.3. Effect of Termination. Upon expiration of the Term (or other termination of this Agreement): 6.3.1. Transition of Activities. Accuray and Distributor agree to negotiate in good faith an orderly transition of Distributor's distribution responsibilities and activities to Accuray or a third party designated by Accuray and Distributor agrees to \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": 14, "passages": [ { "doc": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "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. TruckThat LLC Consulting Agreement Page 5 of 7 10. 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, \u2026" }, { "doc": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "post-termination-services-054", "category": "Post-Termination Services", "matter": "Cooperation Agreement between STW Resources Holding Corp and City of Fort Stockton", "question": "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?", "doc": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT", "answer": "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 \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": 11, "passages": [ { "doc": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "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 This 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 \u2026" }, { "doc": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "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, \u2026" }, { "doc": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "EhaveInc_20190515_20-F_EX-4.44_11678816_EX-4.44_License Agreement_ Reseller Agreement", "same": false, "hit": false, "text": "End User fails to download its End User Data from the Ehave Companion Solution in a timely manner (i.e. on or before the later of termination or expiry of this Agreement and the Transition-out Period), it may not have access to such information or such information may be destroyed by Ehave in accordance with the terms of this Section 10(e). Subject to Section 10(f), it is CHT's and each End User's responsibility to \u2026" }, { "doc": "CytodynInc_20200109_10-Q_EX-10.5_11941634_EX-10.5_License Agreement", "same": false, "hit": false, "text": "materials in its legal files to be used to verify compliance with its obligations hereunder and as otherwise required to comply with Applicable Law or such Party's bona fide document retention policy; (d) Vyera shall have the right to sell or otherwise dispose of any inventory of any Licensed Product on hand at the time of such termination or in the process of manufacturing provided that, Vyera shall be responsible \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 3, "passages": [ { "doc": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "and shall end upon reimbursement in full of the amount STW is owed for drilling any producing well(s). -3- 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 \u2026" }, { "doc": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT", "same": true, "hit": true, "text": "\u2026 n 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" }, { "doc": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "STWRESOURCESHOLDINGCORP_08_06_2014-EX-10.1-COOPERATION AGREEMENT", "same": true, "hit": true, "text": "\u2026 ated 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" } ] } } }, { "qid": "termination-for-convenience-055", "category": "Termination For Convenience", "matter": "Distribution And Development Agreement between Qualigen and Sekisui", "question": "Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "answer": "at any other time upon ninety (90) days' prior written notice of impending termination. \u2026 Sekisui may terminate this Agreement upon prior written notice", "runs": { "bm25-256": { "recall@10": 1.0, "first": 3, "passages": [ { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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) \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": true, "text": "\u2026 velopment 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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 7, "passages": [ { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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) \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "termination-for-convenience-056", "category": "Termination For Convenience", "matter": "Co-Promotion Agreement between Valeant Pharmaceuticals North America LLC and Dova Pharmaceuticals, Inc.", "question": "Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "answer": "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 [***]); [***].", "runs": { "bm25-256": { "recall@10": 0.0, "first": 140, "passages": [ { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "certified mail, postage prepaid, return receipt requested, addressed as follows: if to Dova, to: Dova Pharmaceuticals, Inc. 240 Leigh Farm Road, Suite 245 Durham, NC 27707 Attention: Chief Executive Officer Email: asapir@dova.com With a copy to: Dova Pharmaceuticals, Inc. 240 Leigh Farm Road, Suite 245 Durham, NC 27707 Attention: General Counsel Email: mbanjak@dova.com if to Valeant, to: Valeant Pharmaceuticals \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "12.1 Term. 41 12.2 Early Termination for Cause. 41 Source: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018 12.3 Other Early Termination. 42 12.4 Effects of Termination. 42 12.5 Tail Period. 42 ii CONFIDENTIAL 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 \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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\". RECITALS WHEREAS, Dova has developed and has rights to market and sell the Product (as \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "Exhibit 10.2 ______________________________________________________________________________ CO-PROMOTION AGREEMENT by and between DOVA PHARMACEUTICALS, INC. and VALEANT PHARMACEUTICALS NORTH AMERICA LLC September 26, 2018 ______________________________________________________________________________ CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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\" \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 8, "passages": [ { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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. 12.4 Effects of Termination. Upon the expiration or effective date of termination of this Agreement, (i) all rights and obligations of both Parties hereunder \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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. 12.5 Tail \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "to Net Fraction for such SKU of the Product for the applicable period. 1.54 \"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 \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "termination-for-convenience-057", "category": "Termination For Convenience", "matter": "Agency Agreement with Biopure Corporation", "question": "Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "doc": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT", "answer": "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.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 4, "passages": [ { "doc": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT", "same": true, "hit": false, "text": "1 EXHIBIT 10.13 2 BIOPURE CORPORATION AGENCY AGREEMENT 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\"). WHEREAS, the Company is preparing to manufacture and sell Oxyglobin(R) brand veterinary products (\"Products\") enumerated on the Company's veterinary products agency price \u2026" }, { "doc": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement", "same": false, "hit": false, "text": "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. 3.2.4 Exercise of the License Option. (a) AbbVie shall be deemed to have entered into the licenses set forth in Section 5.1.3 on \u2026" }, { "doc": "ENERGOUSCORP_03_16_2017-EX-10.24-STRATEGIC ALLIANCE AGREEMENT", "same": false, "hit": false, "text": "in equity, terminate this Agreement (or, in the event this Agreement has been previously terminated, the Wind Down Period, if any) immediately upon the issuance of written notice to the other party in the event that (i) the other party materially breaches a material provision of this Agreement, and fails to cure such breach within thirty (30) days, or (ii) the other party undergoes an Insolvency Event. (b) \u2026" }, { "doc": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT", "same": true, "hit": true, "text": "\u2026 writing of any event described in this Paragraph 4.2(b). (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. (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 \u2026" }, { "doc": "Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT", "same": false, "hit": false, "text": "under Section 12.2, and (ii) those Domain Names licensed to Ono under Section 12.6, in each case solely for purposes of, and to the extent necessary, for Ono to continue to Commercialize the Products in the Field in the Ono Territory. 13.2 Termination by Ono without Cause. Commencing on the later of (i) [ * ] of the First Commercial Sale of the Binimetinib Product in the Ono Territory, or (ii) [ * ] of the First \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT", "same": true, "hit": true, "text": "\u2026 writing of any event described in this Paragraph 4.2(b). (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. (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 \u2026" }, { "doc": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT", "same": true, "hit": false, "text": "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. (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 \u2026" }, { "doc": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT", "same": true, "hit": false, "text": "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. 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 -13- Neither party will not assign or otherwise transfer any of its rights or obligations under this \u2026" }, { "doc": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT", "same": true, "hit": false, "text": "PRODUCTS PURCHASE AND SALE. 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) \u2026" } ] } } }, { "qid": "termination-for-convenience-058", "category": "Termination For Convenience", "matter": "Reseller Agreement between International Direct Response, Inc. and MediaNet Group Technologies, Inc.", "question": "Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "doc": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT", "answer": "Either party may terminate the Agreement on 60-days written notice during a renewed term. \u2026 The Reseller Agreement can be terminated at any time at the discretion of either party.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 4, "passages": [ { "doc": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT", "same": true, "hit": false, "text": "EXHIBIT 10.25 RESELLER AGREEMENT THIS 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, \u2026" }, { "doc": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT", "same": true, "hit": false, "text": "for any reason. 11. REMEDIES 11.1 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 \u2026" }, { "doc": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT", "same": true, "hit": true, "text": "\u2026 from a reseller, the reseller's account is adjusted accordingly. TERMINATION The Reseller Agreement can be terminated at any time at the discretion of either party. Reseller Agreement Initials ______ _______ 6 COMPENSATION SCHEDULE This Compensation Schedule is attached hereto and made a part thereof that certain Reseller Agreement of even date: Reseller shall be entitled to receive compensation in the following \u2026" }, { "doc": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT", "same": true, "hit": true, "text": "\u2026 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 \u2026" }, { "doc": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT", "same": true, "hit": false, "text": "for any reason. 11. REMEDIES 11.1 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 \u2026" }, { "doc": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT", "same": true, "hit": true, "text": "\u2026 from a reseller, the reseller's account is adjusted accordingly. TERMINATION The Reseller Agreement can be terminated at any time at the discretion of either party. Reseller Agreement Initials ______ _______ 6 COMPENSATION SCHEDULE This Compensation Schedule is attached hereto and made a part thereof that certain Reseller Agreement of even date: Reseller shall be entitled to receive compensation in the following \u2026" }, { "doc": "OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT", "same": true, "hit": false, "text": "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. 13.2 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 \u2026" } ] } } }, { "qid": "termination-for-convenience-059", "category": "Termination For Convenience", "matter": "Co-Branding Agreement with About.com, Inc.", "question": "Can a party terminate this\u00a0 contract without cause (solely by giving a notice and allowing a waiting\u00a0 period to expire)?", "doc": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement", "answer": "eBix may terminate this Agreement, [**] upon [**] to About; provided, however, that the termination is no earlier than [**] of the Effective Date of this Agreement.", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "RaeSystemsInc_20001114_10-Q_EX-10.57_2631790_EX-10.57_Co-Branding Agreement", "same": false, "hit": false, "text": "that if such counsel is necessary because of a conflict of interest of either NETTAXI or its counsel or because NETTAXI does not assume control, NETTAXI will bear the expense of such counsel. 7.3 Limitation of Liability. EXCEPT AS SET FORTH IN SECTION 6 AND 7.1, ------------------------ UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL OR \u2026" }, { "doc": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement", "same": false, "hit": false, "text": "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. 3.2.4 Exercise of the License Option. (a) AbbVie shall be deemed to have entered into the licenses set forth in Section 5.1.3 on \u2026" }, { "doc": "ENERGOUSCORP_03_16_2017-EX-10.24-STRATEGIC ALLIANCE AGREEMENT", "same": false, "hit": false, "text": "in equity, terminate this Agreement (or, in the event this Agreement has been previously terminated, the Wind Down Period, if any) immediately upon the issuance of written notice to the other party in the event that (i) the other party materially breaches a material provision of this Agreement, and fails to cure such breach within thirty (30) days, or (ii) the other party undergoes an Insolvency Event. (b) \u2026" }, { "doc": "BIOPURECORP_06_30_1999-EX-10.13-AGENCY AGREEMENT", "same": false, "hit": false, "text": "below. 4.2. Termination. This Agreement may be terminated as follows: (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 \u2026" }, { "doc": "Array BioPharma Inc. - LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT", "same": false, "hit": false, "text": "under Section 12.2, and (ii) those Domain Names licensed to Ono under Section 12.6, in each case solely for purposes of, and to the extent necessary, for Ono to continue to Commercialize the Products in the Field in the Ono Territory. 13.2 Termination by Ono without Cause. Commencing on the later of (i) [ * ] of the First Commercial Sale of the Binimetinib Product in the Ono Territory, or (ii) [ * ] of the First \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "RaeSystemsInc_20001114_10-Q_EX-10.57_2631790_EX-10.57_Co-Branding Agreement", "same": false, "hit": false, "text": "that if such counsel is necessary because of a conflict of interest of either NETTAXI or its counsel or because NETTAXI does not assume control, NETTAXI will bear the expense of such counsel. 7.3 Limitation of Liability. EXCEPT AS SET FORTH IN SECTION 6 AND 7.1, ------------------------ UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL OR \u2026" }, { "doc": "IpassInc_20181203_8-K_EX-99.1_11445874_EX-99.1_Reseller Agreement", "same": false, "hit": false, "text": "then the other party may, by giving written notice to the breaching party, terminate this Agreement as of the end of such thirty (30) day notice period or such later date as is specified in such notice of termination 10.3 Termination in the Event of a Bankruptcy. If a party becomes insolvent or if bankruptcy or receivership proceedings are initiated by or against a party to this Agreement other than for the purposes \u2026" }, { "doc": "StampscomInc_20001114_10-Q_EX-10.47_2631630_EX-10.47_Co-Branding Agreement", "same": false, "hit": false, "text": "whether express or implied, or to bind the other party in any respect whatsoever. -19- Source: STAMPS.COM INC, 10-Q, 11/14/2000 (e) Force Majeure. In the event that either party is prevented from ------------- performing or is unable to perform any of its obligations under this Agreement (other than a payment obligation) due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, \u2026" }, { "doc": "RaeSystemsInc_20001114_10-Q_EX-10.57_2631790_EX-10.57_Co-Branding Agreement", "same": false, "hit": false, "text": "(30) days of the end of each calendar quarter for the Advertising Revenue invoiced during such calendar quarter. 5.8 Records. SpinRecords.com agrees to keep accurate books of account ------- and records at its principal place of business covering all Advertising Revenues and associated commissions. Upon reasonable notice of not less than seven (7) business days, but in no event more than once per year (unless the \u2026" }, { "doc": "TomOnlineInc_20060501_20-F_EX-4.46_749700_EX-4.46_Co-Branding Agreement", "same": false, "hit": false, "text": "payment from, all third party billing agents.. 6. TERM AND TERMINATION 6.1 Term. The term of this Agreement shall continue for a period of five years following the initial date of execution of the Memorandum, unless terminated earlier pursuant to Section 6.2 or Section 2.8 (\"Initial Term\"). This Agreement shall automatically continue following the Initial Term, for an additional period of three (3) years, unless a \u2026" } ] } } }, { "qid": "change-of-control-060", "category": "Change Of Control", "matter": "Second Amended And Restated Exclusive Agency And Marketing Agreement between The Scotts Company LLC and Monsanto Company", "question": "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?", "doc": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT ", "answer": "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. \u2026 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 \u2026", "runs": { "bm25-256": { "recall@10": 0.14285714285714285, "first": 6, "passages": [ { "doc": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "Relationship of the Parties 53 Section 11.2 Interpretation in accordance with GAAP 54 Section 11.3 Currency 54 Section 11.4 Monsanto Obligations 54 Section 11.5 Expenses 54 Section 11.6 Entire Agreement 54 Section 11.7 Modification and Waiver 55 Section 11.8 Assignment 55 Section 11.9 Notices 56 Section 11.10 Severability 57 Section 11.11 Equal Opportunity 57 Section 11.12 Governing Law 58 Section 11.13 Public \u2026" }, { "doc": "ConformisInc_20191101_10-Q_EX-10.6_11861402_EX-10.6_Development Agreement", "same": false, "hit": false, "text": "material information with respect to the performance of its obligations relating to the R&D Program in accordance with standard industry practices. ARTICLE X MISCELLANEOUS 10.1 Agency. Neither this Agreement nor any of the Other Agreements creates any partnership, agency or other relationship among the Parties for any purpose, including for all tax purposes. No Party is granted any right or authority to assume or to \u2026" }, { "doc": "PHREESIA,INC_05_28_2019-EX-10.18-STRATEGIC ALLIANCE AGREEMENT", "same": false, "hit": false, "text": "Control\" means any of the following: (a) any merger, reorganization, share exchange, consolidation, or other business combination involving the Company and its subsidiaries, other than (i) any acquisition or other similar transaction in which the Company acquires the assets or the securities of another Person and the Company does not issue capital stock of the Company representing more than fifty percent (50%) of \u2026" }, { "doc": "ROCKYMOUNTAINCHOCOLATEFACTORY,INC_12_23_2019-EX-10.2-STRATEGIC ALLIANCE AGREEMENT", "same": false, "hit": false, "text": "TF, (ii) any Transfer to one or more entities that are members of the Farids Group and (iii) Transfer made following a Change in Control of Farids or EA or made pursuant to a Change in Control that constitutes a sale of the Company as a whole; provided, with respect to each of clause (i)-(iii), so long as the transferee (other than a transferee that already is party to this Agreement) agrees to be subject to the \u2026" }, { "doc": "ROCKYMOUNTAINCHOCOLATEFACTORY,INC_12_23_2019-EX-10.2-STRATEGIC ALLIANCE AGREEMENT", "same": false, "hit": false, "text": "policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. (c) \"Amendment\" means the Amendment, dated the date hereof, to the Rights Agreement by and between the Company and Computershare Trust Company, N.A., as Rights Agent, attached as Exhibit E hereto. (d) \"Board of Directors\" means the Board of Directors of the Company. (e) \"Bylaws\" means the Second Amended and \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT ", "same": true, "hit": true, "text": "\u2026 eir 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 \u2026" }, { "doc": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT ", "same": true, "hit": true, "text": "\u2026 ation 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 \u2026" }, { "doc": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "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. \"Roundup Sale Notice\" shall have the meaning set forth in Section 10.6(a)(i). \"Roundup Sale Notice Trigger\" shall have the meaning set forth in \u2026" }, { "doc": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "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. \"Roundup \u2026" }, { "doc": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "or a portion of Monsanto's business related to the Lawn and Garden 56 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; (3) the Agent shall have the right to transfer and assign its rights, interests and \u2026" } ] } } }, { "qid": "change-of-control-061", "category": "Change Of Control", "matter": "Intellectual Property Agreement between Ingevity Corporation and WestRock Company", "question": "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?", "doc": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT", "answer": "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 \u2026 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 \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "AimmuneTherapeuticsInc_20200205_8-K_EX-10.3_11967170_EX-10.3_Development Agreement", "same": false, "hit": false, "text": "maintain all records required by Applicable Law or regulation (including records for intellectual property protection purposes) with respect to the Antibody and Product and shall, upon Xencor's written request, allow Xencor reasonable access to make copies of such records, at Xencor's expense. Aimmune must maintain such records for the greater of [***] ([***]) years or the time period required by Applicable Law. \u2026" }, { "doc": "BERKELEYLIGHTS,INC_06_26_2020-EX-10.12-COLLABORATION AGREEMENT", "same": false, "hit": false, "text": "Party may assign or otherwise transfer this Agreement or any rights hereunder (a) to a wholly-owned subsidiary of such Party or (b) in connection with the transfer or sale of all or substantially all of the business or assets of such Party related to the subject matter of this Agreement, whether by merger, consolidation, divestiture, restructure, sale of stock sale of assets or otherwise its successor, whether in a \u2026" }, { "doc": "PhasebioPharmaceuticalsInc_20200330_10-K_EX-10.21_12086810_EX-10.21_Development Agreement", "same": false, "hit": false, "text": "all of its business or assets to which this Agreement relates, whether by merger, sale of stock, sale of assets or otherwise, and Source: PHASEBIO PHARMACEUTICALS INC, 10-K, 3/30/2020 whether this Agreement is actually assigned or is assumed by a Third Party acquirer or the surviving corporation resulting from such transaction by operation of law (e.g., in the context of a reverse triangular merger). Notwithstanding \u2026" }, { "doc": "BellringBrandsInc_20190920_S-1_EX-10.12_11817081_EX-10.12_Manufacturing Agreement1", "same": false, "hit": false, "text": "transferable by either Party, in whole or in part, without the prior written consent of the other Party; provided, however that Premier may assign this Agreement in the event that Premier is sold, merged into or with another entity, or undergoes a \"change in control\". \"Change in control\" shall include without limitation (i) the cumulative sale, assignment or other transfer of voting or beneficial equity securities \u2026" }, { "doc": "CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement", "same": false, "hit": false, "text": "arbitral tribunal on the ultimate merits of any dispute 16.3.4 The Parties undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required by a Party by legal duty, to \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.5, "first": 7, "passages": [ { "doc": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT", "same": true, "hit": false, "text": "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 -7- deferral of the assumption of such Delayed SpinCo IP \u2026" }, { "doc": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT", "same": true, "hit": false, "text": "\"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 \u2026" }, { "doc": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "change-of-control-062", "category": "Change Of Control", "matter": "Franchise Agreement with Goosehead Insurance Agency, LLC", "question": "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?", "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "answer": "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. \u2026 Principals must not, without our prior written consent, transfer, pledge, and/or otherwise encumber their interest in you. \u2026 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 \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": 16, "passages": [ { "doc": "ConformisInc_20191101_10-Q_EX-10.6_11861402_EX-10.6_Development Agreement", "same": false, "hit": false, "text": "material information with respect to the performance of its obligations relating to the R&D Program in accordance with standard industry practices. ARTICLE X MISCELLANEOUS 10.1 Agency. Neither this Agreement nor any of the Other Agreements creates any partnership, agency or other relationship among the Parties for any purpose, including for all tax purposes. No Party is granted any right or authority to assume or to \u2026" }, { "doc": "BellringBrandsInc_20190920_S-1_EX-10.12_11817081_EX-10.12_Manufacturing Agreement1", "same": false, "hit": false, "text": "transferable by either Party, in whole or in part, without the prior written consent of the other Party; provided, however that Premier may assign this Agreement in the event that Premier is sold, merged into or with another entity, or undergoes a \"change in control\". \"Change in control\" shall include without limitation (i) the cumulative sale, assignment or other transfer of voting or beneficial equity securities \u2026" }, { "doc": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement", "same": false, "hit": false, "text": "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. 13.2.2 In the event of [***] - 68 - Source: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020 13.3 Export Control. This Agreement is made subject to any restrictions concerning the export of products or technical information from the United States or other \u2026" }, { "doc": "CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement", "same": false, "hit": false, "text": "arbitral tribunal on the ultimate merits of any dispute 16.3.4 The Parties undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required by a Party by legal duty, to \u2026" }, { "doc": "PhasebioPharmaceuticalsInc_20200330_10-K_EX-10.21_12086810_EX-10.21_Development Agreement", "same": false, "hit": false, "text": "all of its business or assets to which this Agreement relates, whether by merger, sale of stock, sale of assets or otherwise, and Source: PHASEBIO PHARMACEUTICALS INC, 10-K, 3/30/2020 whether this Agreement is actually assigned or is assumed by a Third Party acquirer or the surviving corporation resulting from such transaction by operation of law (e.g., in the context of a reverse triangular merger). Notwithstanding \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": true, "text": "\u2026 ectly 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 \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "hereby modified by adding the following paragraphs to the end of provision entitled \"h. 'Cause' defined - non-curable defaults\": Under 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 \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "PROMISSORY NOTE Page 80 of 80 ADDENDUM TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF CALIFORNIA In 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 \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": true, "text": "\u2026 er 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 \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "H-9 ADDENDUM TO GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF MICHIGAN THE 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. \u2026" } ] } } }, { "qid": "change-of-control-063", "category": "Change Of Control", "matter": "Outsourcing Agreement between Marshall & Ilsley Corporation and Tri City National Bank", "question": "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?", "doc": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT", "answer": "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%.", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "PhasebioPharmaceuticalsInc_20200330_10-K_EX-10.21_12086810_EX-10.21_Development Agreement", "same": false, "hit": false, "text": "all of its business or assets to which this Agreement relates, whether by merger, sale of stock, sale of assets or otherwise, and Source: PHASEBIO PHARMACEUTICALS INC, 10-K, 3/30/2020 whether this Agreement is actually assigned or is assumed by a Third Party acquirer or the surviving corporation resulting from such transaction by operation of law (e.g., in the context of a reverse triangular merger). Notwithstanding \u2026" }, { "doc": "BellringBrandsInc_20190920_S-1_EX-10.12_11817081_EX-10.12_Manufacturing Agreement1", "same": false, "hit": false, "text": "transferable by either Party, in whole or in part, without the prior written consent of the other Party; provided, however that Premier may assign this Agreement in the event that Premier is sold, merged into or with another entity, or undergoes a \"change in control\". \"Change in control\" shall include without limitation (i) the cumulative sale, assignment or other transfer of voting or beneficial equity securities \u2026" }, { "doc": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT", "same": true, "hit": false, "text": "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 Schedules 4.2 Conversion Plan 6.2 Banking Application Services 8.1 Fee Schedule Exhibits A RDS Agreement B ACH Authorization Agreement C Attorney-in-Fact Appointment D Affidavit OUTSOURCING AGREEMENT This Outsourcing Agreement (\"Agreement\") is made as of \u2026" }, { "doc": "CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement", "same": false, "hit": false, "text": "arbitral tribunal on the ultimate merits of any dispute 16.3.4 The Parties undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required by a Party by legal duty, to \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 10, "passages": [ { "doc": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT", "same": true, "hit": false, "text": "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. 22.5 \u2026" }, { "doc": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT", "same": true, "hit": false, "text": "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. 22.3 Entire Agreement; Amendments. This Agreement, together with the exhibits and schedules hereto, constitutes the \u2026" }, { "doc": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT", "same": true, "hit": false, "text": "including any fees to be paid to DSI. M&I shall have the right to change escrow agents and shall promptly notify Customer of such change during the Term. 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 \u2026" }, { "doc": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT", "same": true, "hit": false, "text": "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. 22.12 Financial \u2026" } ] } } }, { "qid": "change-of-control-064", "category": "Change Of Control", "matter": "Outsource Technology Development Agreement between Document Security Systems, Inc. and HotApp International Ltd.", "question": "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?", "doc": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement", "answer": "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. \u2026 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 \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": 64, "passages": [ { "doc": "PhasebioPharmaceuticalsInc_20200330_10-K_EX-10.21_12086810_EX-10.21_Development Agreement", "same": false, "hit": false, "text": "all of its business or assets to which this Agreement relates, whether by merger, sale of stock, sale of assets or otherwise, and Source: PHASEBIO PHARMACEUTICALS INC, 10-K, 3/30/2020 whether this Agreement is actually assigned or is assumed by a Third Party acquirer or the surviving corporation resulting from such transaction by operation of law (e.g., in the context of a reverse triangular merger). Notwithstanding \u2026" }, { "doc": "BellringBrandsInc_20190920_S-1_EX-10.12_11817081_EX-10.12_Manufacturing Agreement1", "same": false, "hit": false, "text": "transferable by either Party, in whole or in part, without the prior written consent of the other Party; provided, however that Premier may assign this Agreement in the event that Premier is sold, merged into or with another entity, or undergoes a \"change in control\". \"Change in control\" shall include without limitation (i) the cumulative sale, assignment or other transfer of voting or beneficial equity securities \u2026" }, { "doc": "CoherusBiosciencesInc_20200227_10-K_EX-10.29_12021376_EX-10.29_Development Agreement", "same": false, "hit": false, "text": "arbitral tribunal on the ultimate merits of any dispute 16.3.4 The Parties undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required by a Party by legal duty, to \u2026" }, { "doc": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "ConformisInc_20191101_10-Q_EX-10.6_11861402_EX-10.6_Development Agreement", "same": false, "hit": false, "text": "material information with respect to the performance of its obligations relating to the R&D Program in accordance with standard industry practices. ARTICLE X MISCELLANEOUS 10.1 Agency. Neither this Agreement nor any of the Other Agreements creates any partnership, agency or other relationship among the Parties for any purpose, including for all tax purposes. No Party is granted any right or authority to assume or to \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement", "same": true, "hit": true, "text": "\u2026 rties, 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 \u2026" }, { "doc": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement", "same": true, "hit": true, "text": "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 \u2026" }, { "doc": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "HfEnterprisesInc_20191223_S-1_EX-10.22_11931299_EX-10.22_Development Agreement", "same": true, "hit": false, "text": "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; \u2026" } ] } } }, { "qid": "renewal-term-065", "category": "Renewal Term", "matter": "Co-Branding Agreement with Lucent Technologies Inc.", "question": "What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "doc": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement", "answer": "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.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 2, "passages": [ { "doc": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement", "same": true, "hit": false, "text": "Executive Officer Intellectual Property Business Date: 1/28/03 Date: 01/21/03 ----------------------- ---------------------- -3- Schedule A ---------- ------------------ Technology By [graphic] Lucent Technologies ------------------ -4- Source: MPHASE TECHNOLOGIES INC, 10-K, 9/11/2003 Schedule B ---------- Co-Branding Guidelines Control Specifications o Consistent with our guidelines, 'Bell Labs Innovations' from \u2026" }, { "doc": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement", "same": true, "hit": true, "text": "\u2026 ence 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 \u2026" }, { "doc": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement", "same": true, "hit": false, "text": "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. 4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or \u2026" }, { "doc": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement", "same": true, "hit": false, "text": "EXHIBIT 10.15 CO-BRANDING AGREEMENT This 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, \u2026" }, { "doc": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement", "same": true, "hit": false, "text": "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. 12. 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. -2- 13. Neither \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement", "same": true, "hit": true, "text": "\u2026 ence 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 \u2026" }, { "doc": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement", "same": true, "hit": false, "text": "Executive Officer Intellectual Property Business Date: 1/28/03 Date: 01/21/03 ----------------------- ---------------------- -3- Schedule A ---------- ------------------ Technology By [graphic] Lucent Technologies ------------------ -4- Source: MPHASE TECHNOLOGIES INC, 10-K, 9/11/2003 Schedule B ---------- Co-Branding Guidelines Control Specifications o Consistent with our guidelines, 'Bell Labs Innovations' from \u2026" }, { "doc": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement", "same": true, "hit": false, "text": "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. 12. 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. -2- 13. Neither \u2026" }, { "doc": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement", "same": true, "hit": false, "text": "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. 4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT, LUCENT TECHNOLOGIES or \u2026" }, { "doc": "MphaseTechnologiesInc_20030911_10-K_EX-10.15_1560667_EX-10.15_Co-Branding Agreement", "same": true, "hit": false, "text": "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. -5- Source: MPHASE TECHNOLOGIES INC, 10-K, 9/11/2003" } ] } } }, { "qid": "renewal-term-066", "category": "Renewal Term", "matter": "Master Franchise Agreement between The Grilled Cheese Truck, Inc. and Kiosk Concepts, Inc.", "question": "What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "answer": "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 \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": 32, "passages": [ { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "same": true, "hit": false, "text": "By: Witness Name: Title: MASTER FRANCHISEE : THE GRILLED CHEESE TRUCK, INC. By: Witness Name: Title: 40 Source: SOUPMAN, INC., 8-K, 8/14/2015 SCHEDULE 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: \u2026" }, { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement4", "same": false, "hit": false, "text": "executed, sealed and delivered this Addendum dated this ______ day of ______________, 2015. 2 Source: SOUPMAN, INC., 8-K, 8/14/2015 ATTEST KIOSK CONCEPTS, INC.: By: Witness Name: Title: MASTER FRANCHISEE: THE GRILLED CHEESE TRUCK, INC. By: Name: Title: Witness 3 Source: SOUPMAN, INC., 8-K, 8/14/2015" }, { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "same": true, "hit": false, "text": "Exhibit 10.1 KIOSK CONCEPTS, INC. MASTER FRANCHISE AGREEMENT THE GRILLED CHEESE TRUCK, INC. MASTER FRANCHISEE DATE OF AGREEMENT Source: SOUPMAN, INC., 8-K, 8/14/2015 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 \u2026" }, { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "same": true, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 2, "passages": [ { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "same": true, "hit": true, "text": "\u2026 t 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 \u2026" }, { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "same": true, "hit": false, "text": "Exhibit 10.1 KIOSK CONCEPTS, INC. MASTER FRANCHISE AGREEMENT THE GRILLED CHEESE TRUCK, INC. MASTER FRANCHISEE DATE OF AGREEMENT Source: SOUPMAN, INC., 8-K, 8/14/2015 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 \u2026" }, { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "same": true, "hit": true, "text": "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 \u2026" }, { "doc": "SoupmanInc_20150814_8-K_EX-10.1_9230148_EX-10.1_Franchise Agreement1", "same": true, "hit": false, "text": "(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 \u2026" } ] } } }, { "qid": "renewal-term-067", "category": "Renewal Term", "matter": "Celebrity Endorsement Agreement between Bizzingo, Inc. and Joseph Theismann", "question": "What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "answer": "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.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 4, "passages": [ { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": false, "text": "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\"). \u2026" }, { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": false, "text": "3/22/2012 Theismann Bizzingo, Inc. Joseph Theismann Douglas Toth President 8 Source: BIZZINGO, INC., 8-K, 3/22/2012 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 \u2026" }, { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": true, "text": "\u2026 ns 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. a. In \u2026" }, { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": false, "text": "and/or other appearances not described in 4(a) above, with each such session not exceeding two (2) hours. to 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 3 Source: BIZZINGO, INC., 8-K, \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": true, "text": "\u2026 ns 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. a. In \u2026" }, { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": false, "text": "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. 5 Source: BIZZINGO, INC., 8-K, 3/22/2012 10. TERMINATION. Upon termination of this \u2026" }, { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BizzingoInc_20120322_8-K_EX-10.17_7504499_EX-10.17_Endorsement Agreement", "same": true, "hit": false, "text": "\"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 \u2026" } ] } } }, { "qid": "renewal-term-068", "category": "Renewal Term", "matter": "Web Site Hosting Agreement between CENTRACK INTERNATIONAL, INC. and I-ON INTERACTIVE, INC.", "question": "What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "doc": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT", "answer": "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 \u2026 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.", "runs": { "bm25-256": { "recall@10": 0.0, "first": 182, "passages": [ { "doc": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT", "same": true, "hit": false, "text": "1 Exhibit 10.3 I-on. (LOGO) www.i-on.com 561.394.9484 o 561.394-9773 fax 1733 avenida del sol, boca raton, florida, 33432 WEB SITE HOSTING AGREEMENT This 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\"). DEFINITIONS As used in this Agreement, the \u2026" }, { "doc": "BUFFALOWILDWINGSINC_06_05_1998-EX-10.3-FRANCHISE AGREEMENT", "same": false, "hit": false, "text": "or modifications in order to bring the Franchised Restaurant in compliance, as a condition of renewal. Renewal of the franchise shall be conditioned upon your compliance with such requirements and continued compliance with all the terms and conditions of this Agreement up to the date of termination of the initial term. 3 D. We shall give you written notice of our election not to renew the franchise at least three \u2026" }, { "doc": "TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT", "same": false, "hit": false, "text": "a single document. 2. TERM 2.1 Initial Term. The initial term of this Agreement shall be the Term, unless extended or earlier terminated in accordance with this Agreement. 2.2 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 \u2026" }, { "doc": "VERICELCORP_08_06_2019-EX-10.10-SUPPLY AGREEMENT", "same": false, "hit": false, "text": "and in the aggregate. Insurance shall be procured with carriers having an A.M. Best Rating of A-VII or better. ARTICLE 8 TERM AND TERMINATION 8.1 Term. The term of this Agreement will commence upon the Effective Date and will continue until the fifth (5th) anniversary of the Effective Date, unless earlier terminated or extended under this Article 8 (the \"Initial Term\"). At least twenty-four (24) months from the end \u2026" }, { "doc": "BLACKSTONEGSOLONG-SHORTCREDITINCOMEFUND_05_11_2020-EX-99.(K)(1)-SERVICE AGREEMENT", "same": false, "hit": false, "text": "Presentation and maintenance of proxy materials on web site for 12 months \u2022 Establishment and maintenance of Web site that does not track cookies or shareowner data \u2022 Maintenance and support for Web hosting servers $5,000.00 Annual Account Administration Fee (for Notice recipients) Includes: \u2022 Processing of requests for materials via phone or Internet \u2022 Systems setup for fulfillment \u2022 Storage of physical proxy \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 2, "passages": [ { "doc": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT", "same": true, "hit": false, "text": "1 Exhibit 10.3 I-on. (LOGO) www.i-on.com 561.394.9484 o 561.394-9773 fax 1733 avenida del sol, boca raton, florida, 33432 WEB SITE HOSTING AGREEMENT This 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\"). DEFINITIONS As used in this Agreement, the \u2026" }, { "doc": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT", "same": true, "hit": true, "text": "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 4 Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term. Either party may terminate this Agreement without cause at any time \u2026" }, { "doc": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT", "same": true, "hit": true, "text": "\u2026 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" }, { "doc": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT", "same": true, "hit": false, "text": "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 3 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 \u2026" } ] } } }, { "qid": "renewal-term-069", "category": "Renewal Term", "matter": "Distribution And Development Agreement between Qualigen and Sekisui", "question": "What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.", "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "answer": "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.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 2, "passages": [ { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": true, "text": "\u2026 (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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 4, "passages": [ { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": true, "text": "\u2026 (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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "covenant-not-to-sue-070", "category": "Covenant Not To Sue", "matter": "Development And Option Agreement between Harpoon Therapeutics, Inc. and AbbVie Biotechnology Ltd", "question": "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?", "doc": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": 48, "passages": [ { "doc": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement", "same": true, "hit": false, "text": "Schedule 10.2.1 Existing Patents Schedule 13.7.3 Arbitration - iii - Source: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020 DEVELOPMENT AND OPTION AGREEMENT This 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 \u2026" }, { "doc": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement", "same": true, "hit": false, "text": "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. (b) On and after the License Option Exercise Closing Date, AbbVie shall have the responsibility for and control over the defense of the \u2026" }, { "doc": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement", "same": true, "hit": false, "text": "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 - 73 - Source: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020 Agreement, the Parties agree that \u2026" }, { "doc": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement", "same": true, "hit": false, "text": "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 [***] - 35 - Source: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020 [***], then [***] the costs associated with any \u2026" }, { "doc": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement", "same": true, "hit": false, "text": "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. (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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": 58, "passages": [ { "doc": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement", "same": true, "hit": false, "text": "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. 10.2.2 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 \u2026" }, { "doc": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement", "same": true, "hit": false, "text": "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 [***] - 35 - Source: HARPOON THERAPEUTICS, INC., 10-K, 3/12/2020 [***], then [***] the costs associated with any \u2026" }, { "doc": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement", "same": true, "hit": false, "text": "the obligation, to prepare, file, prosecute, and maintain the AbbVie Patents worldwide, at AbbVie's sole cost and expense. 7.2.3 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: (a) without limiting any other rights and obligations of the Parties under \u2026" }, { "doc": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "HarpoonTherapeuticsInc_20200312_10-K_EX-10.18_12051356_EX-10.18_Development Agreement", "same": true, "hit": false, "text": "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. (b) On and after the License Option Exercise Closing Date, AbbVie shall have the responsibility for and control over the defense of the \u2026" } ] } } }, { "qid": "covenant-not-to-sue-071", "category": "Covenant Not To Sue", "matter": "Co-Branding Agreement with About.com, Inc.", "question": "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?", "doc": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement", "answer": "(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. \u2026 About represents, warrants and covenants that \u2026 eBix represents, warrants and covenants that \u2026 \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "UpjohnInc_20200121_10-12G_EX-2.6_11948692_EX-2.6_Manufacturing Agreement_ Supply Agreement", "same": false, "hit": false, "text": "first notify the other Party (which notice, notwithstanding Section 17, shall be addressed to (a) Pluto at gtc@pfizer.com and (b) Spinco at [\u25cf]), who will review and, if compliant with Global Trade Control Laws, approve (subject to any appropriate conditions) such activities (such approval not to be unreasonably withheld or delayed), within five (5) Business Days of such notification; provided that (1) to the extent \u2026" }, { "doc": "WELLSFARGOMORTGAGEBACKEDSECURITIES2006-6TRUST_05_11_2006-EX-10.3-Yield Maintenance Agreement", "same": false, "hit": false, "text": "between it and the other party under any other agreements. The provisions for Set-off set forth in Section 6(e) of the Agreement shall not apply for purposes of this Transaction; provided, however, that upon the designation of any Early Termination Date, in addition to, and not in limitation of any other right or remedy under applicable law, UBS AG may, by notice to Counterparty require Counterparty to set off any \u2026" }, { "doc": "VerizonAbsLlc_20200123_8-K_EX-10.4_11952335_EX-10.4_Service Agreement", "same": false, "hit": false, "text": "terms of the Cap Agreement, upon written direction and notification of such requirement, the Servicer shall establish a segregated account (the \"Cap Collateral Account\") at a Qualified Institution that (i) is not affiliated with the Cap Counterparty and (ii) has total assets of at least $10,000,000,000 (the \"Cap Custodian\"), titled as an account of the Cap Counterparty as depositor and entitlement holder. In the \u2026" }, { "doc": "BONTONSTORESINC_04_20_2018-EX-99.3-AGENCY AGREEMENT", "same": false, "hit": false, "text": "Page 8 of 60 counterparty, automatically be deemed assigned to and assumed by the assignee identified in the Lease/Contract Assumption Notice pursuant to section 365 of the Bankruptcy Code, without further order of the Bankruptcy Court or further action by any person or entity; (xvii) if an objection to the proposed assumption and assignment of a Lease or Contract is timely received, such Lease or Contract shall not \u2026" }, { "doc": "BONTONSTORESINC_04_20_2018-EX-99.3-AGENCY AGREEMENT", "same": false, "hit": false, "text": "due pursuant to section 365 of the Bankruptcy Code. The Approval Order shall provide that (a) the counterparties to the Leases or Contracts identified in any Lease/Contract Assumption Notice shall have twenty-one days to object to the proposed assumption and assignment, (b) if no objection to the proposed assumption and assignment of a Lease or Contract is timely received, such Lease or Contract shall, upon payment \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "ImpresseCorp_20000322_S-1A_EX-10.11_5199234_EX-10.11_Co-Branding Agreement", "same": false, "hit": false, "text": "the sole property of VerticalNet and nothing in this Agreement shall confer in Impresse any right of ownership or license rights in VerticalNet's Intellectual Property. In addition, Impresse shall not now or in the future contest the validity of VerticalNet's ownership of its Intellectual Property; provided, however, that Impresse may contest the validity of VerticalNet's Intellectual Property in any proceeding \u2026" }, { "doc": "LeadersonlineInc_20000427_S-1A_EX-10.8_4991089_EX-10.8_Co-Branding Agreement", "same": false, "hit": false, "text": "of the claim; provided that the Indemnitor shall have no liability for costs or expenses incurred by the Indemnitee, except to the extent authorized by the Indemnitor pursuant to this procedure. The 13 Indemnitor will not agree to any settlement that does not include a complete release of the Indemnitee. 11.7. Essential Part of Bargain. The Parties acknowledge that the disclaimers and limitations set forth in this \u2026" }, { "doc": "LeadersonlineInc_20000427_S-1A_EX-10.8_4991089_EX-10.8_Co-Branding Agreement", "same": false, "hit": false, "text": "for the express rights granted to VerticalNet under this Agreement, VerticalNet acknowledges and agrees that the Intellectual Property of LeadersOnline is and shall remain the sole property of LeadersOnline and nothing in this Agreement shall confer in VerticalNet any right of ownership or license rights in LeadersOnline's Intellectual Property, including all Intellectual Property arising from or created as a result \u2026" }, { "doc": "RandWorldwideInc_20010402_8-KA_EX-10.2_2102464_EX-10.2_Co-Branding Agreement", "same": false, "hit": false, "text": "subsidiaries and distributors and assignees harmless from and against any claim of any nature, including, but not limited to, administrative, civil or criminal procedures, which is or may be made or raised against this Party, its subsidiaries and distributors and assignees by any third party that the use or distribution of the Software or any other intellectual property that is the subject of this Agreement and \u2026" }, { "doc": "HealthcareIntegratedTechnologiesInc_20190812_8-K_EX-10.1_11776966_EX-10.1_Reseller Agreement", "same": false, "hit": false, "text": "the cost of goods sold in lieu of accepting End-User returns. In the event no Returns Discount Program has been entered into by the Parties, Supplier will not accept Returned Product, except for cases of Defective Products. ***. ***. Intellectual Property Supplier shall retain all its rights and title to and ownership of all intellectual property rights in the Products including, inter alia, all documentation, \u2026" } ] } } }, { "qid": "covenant-not-to-sue-072", "category": "Covenant Not To Sue", "matter": "Endorsement Agreement between National Football League Alumni, Inc. and Food For Athletes, Inc", "question": "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?", "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement", "same": false, "hit": false, "text": "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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement", "same": false, "hit": false, "text": "EXHIBIT 10.2 ENDORSEMENT AGREEMENT ADDENDUM I This Endorsement Agreement Addendum I (the \"Addendum\") is made and effective November 7, 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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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: \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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 Source: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017 SECTION TWENTY-TWO. NO JOINT VENTURE This Agreement does not constitute and shall not be construed as constituting an association, partnership, joint \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": true, "text": "\u2026 IRON BIONUTRIENTS, INC., 8-K, 12/6/2017 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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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: \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.2_10972556_EX-10.2_Endorsement Agreement", "same": false, "hit": false, "text": "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 Source: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017 SECTION FOUR. REMUNERATION C. A *donation of \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "to NFLA database and audience by deliverables listed in Exhibit B. 5 Source: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017 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 \u2026" }, { "doc": "GridironBionutrientsInc_20171206_8-K_EX-10.1_10972555_EX-10.1_Endorsement Agreement", "same": true, "hit": false, "text": "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 Source: GRIDIRON BIONUTRIENTS, INC., 8-K, 12/6/2017 SECTION TWENTY-TWO. NO JOINT VENTURE This Agreement does not constitute and shall not be construed as constituting an association, partnership, joint \u2026" } ] } } }, { "qid": "covenant-not-to-sue-073", "category": "Covenant Not To Sue", "matter": "Co-Promotion Agreement between Valeant Pharmaceuticals North America LLC and Dova Pharmaceuticals, Inc.", "question": "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?", "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "answer": "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. \u2026 During the Term, Valeant will not contest the ownership of the Dova Trademarks and Copyrights, their validity, or the validity of any registration therefor.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 10, "passages": [ { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "certified mail, postage prepaid, return receipt requested, addressed as follows: if to Dova, to: Dova Pharmaceuticals, Inc. 240 Leigh Farm Road, Suite 245 Durham, NC 27707 Attention: Chief Executive Officer Email: asapir@dova.com With a copy to: Dova Pharmaceuticals, Inc. 240 Leigh Farm Road, Suite 245 Durham, NC 27707 Attention: General Counsel Email: mbanjak@dova.com if to Valeant, to: Valeant Pharmaceuticals \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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\". RECITALS WHEREAS, Dova has developed and has rights to market and sell the Product (as \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "Exhibit 10.2 ______________________________________________________________________________ CO-PROMOTION AGREEMENT by and between DOVA PHARMACEUTICALS, INC. and VALEANT PHARMACEUTICALS NORTH AMERICA LLC September 26, 2018 ______________________________________________________________________________ CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "12.1 Term. 41 12.2 Early Termination for Cause. 41 Source: DOVA PHARMACEUTICALS INC., 10-Q, 11/8/2018 12.3 Other Early Termination. 42 12.4 Effects of Termination. 42 12.5 Tail Period. 42 ii CONFIDENTIAL 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 \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 3, "passages": [ { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": true, "text": "\u2026 r 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 \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "covenant-not-to-sue-074", "category": "Covenant Not To Sue", "matter": "Intellectual Property Agreement between Ingevity Corporation and WestRock Company", "question": "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?", "doc": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT", "answer": "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 \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT", "same": true, "hit": false, "text": "initial date thereof) and delivered in person, by mail or by courier. -18- 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] -19- IN WITNESS WHEREOF, the Parties have \u2026" }, { "doc": "ReedsInc_20191113_10-Q_EX-10.4_11888303_EX-10.4_Development Agreement", "same": false, "hit": false, "text": "obligations under this Agreement; (ii) the execution and delivery by Company of this Agreement and the performance of its obligations under this Agreement does not and will not violate the terms of any other contract, agreement, obligation or understanding of Reed's or any law or regulation applicable to Reed's; and (iii) the Reed's Intellectual Property does not infringe or violate the Intellectual Property of any \u2026" }, { "doc": "ImpresseCorp_20000322_S-1A_EX-10.11_5199234_EX-10.11_Co-Branding Agreement", "same": false, "hit": false, "text": "the sole property of VerticalNet and nothing in this Agreement shall confer in Impresse any right of ownership or license rights in VerticalNet's Intellectual Property. In addition, Impresse shall not now or in the future contest the validity of VerticalNet's ownership of its Intellectual Property; provided, however, that Impresse may contest the validity of VerticalNet's Intellectual Property in any proceeding \u2026" }, { "doc": "LeadersonlineInc_20000427_S-1A_EX-10.8_4991089_EX-10.8_Co-Branding Agreement", "same": false, "hit": false, "text": "of the claim; provided that the Indemnitor shall have no liability for costs or expenses incurred by the Indemnitee, except to the extent authorized by the Indemnitor pursuant to this procedure. The 13 Indemnitor will not agree to any settlement that does not include a complete release of the Indemnitee. 11.7. Essential Part of Bargain. The Parties acknowledge that the disclaimers and limitations set forth in this \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": 11, "passages": [ { "doc": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT", "same": true, "hit": false, "text": "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, \u2026" }, { "doc": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT", "same": true, "hit": false, "text": "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. -2- 1.7 \"Other \u2026" }, { "doc": "INGEVITYCORP_05_16_2016-EX-10.5-INTELLECTUAL PROPERTY AGREEMENT", "same": true, "hit": false, "text": "initial date thereof) and delivered in person, by mail or by courier. -18- 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] -19- IN WITNESS WHEREOF, the Parties have \u2026" } ] } } }, { "qid": "ip-ownership-assignment-075", "category": "Ip Ownership Assignment", "matter": "Consulting Agreement between Immunotolerance, Inc. and Alan Crane", "question": "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?", "doc": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT", "answer": "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. \u2026 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 \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "any right on any other occasion. 20.2 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. 20.3 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 \u2026" }, { "doc": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "Exhibit 10.17 IMMUNOTOLERANCE, INC. CONSULTING AGREEMENT This 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\"). WHEREAS, the Company and the Consultant desire to establish the terms and conditions under which the Consultant will provide services to the Company. \u2026" }, { "doc": "PareteumCorp_20081001_8-K_EX-99.1_2654808_EX-99.1_Hosting Agreement", "same": false, "hit": false, "text": "aware of such event inform the other Party in writing of such force majeure event as soon as possible. If the affected Party fails to inform the other Party of the occurrence of a force majeure event as set out in article 14.1 above, then such Party thereafter shall not be entitled to refer such events to force majeure as a reason for non-fulfillment. This obligation does not apply if the force majeure event is \u2026" }, { "doc": "ZEBRATECHNOLOGIESCORP_04_16_2014-EX-10.1-INTELLECTUAL PROPERTY AGREEMENT", "same": false, "hit": false, "text": "on Schedule 1.1(n) of the Seller IPA Disclosure Schedule. (o) Intentionally Omitted. (p) \"Business Employee\" means any current or former employee or independent contractor of any Seller Party or any Acquired Company who, at the time of creation of Intellectual Property, was performing work for the Business and created such Intellectual Property for the Business in connection with the performance of such work. (q) \u2026" }, { "doc": "CERES,INC_01_25_2012-EX-10.20-Collaboration Agreement", "same": false, "hit": false, "text": "of the world; and (c) all trade secrets and copyrighted works created by one or more employees, agents, or students of CERES in the performance of any RESEARCH PROJECT(S) . 4. INTELLECTUAL PROPERTY. CERES-IGER Collaboration Agreement Page 11 of 75 4.3 \"IGER INTELLECTUAL PROPERTY\" shall mean (a) all patentable inventions conceived, discovered, developed, and/or reduced to practice by one or more employees, agents, or \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.8, "first": 1, "passages": [ { "doc": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT", "same": true, "hit": true, "text": "\u2026 onsultant also hereby waives all claims to moral rights in any Inventions. (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 \u2026" }, { "doc": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "Exhibit 10.17 IMMUNOTOLERANCE, INC. CONSULTING AGREEMENT This 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\"). WHEREAS, the Company and the Consultant desire to establish the terms and conditions under which the Consultant will provide services to the Company. \u2026" }, { "doc": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "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. (d) The Consultant agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, laboratory notebooks, program \u2026" }, { "doc": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT", "same": true, "hit": true, "text": "\u2026 d 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. (b) The Consultant agrees that if, in the \u2026" }, { "doc": "PANDIONTHERAPEUTICSHOLDCOLLC_05_22_2020-EX-10.17-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "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. 12. 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. 13. Entire Agreement. This \u2026" } ] } } }, { "qid": "ip-ownership-assignment-076", "category": "Ip Ownership Assignment", "matter": "Intellectual Property Agreement between Babcock & Wilcox Enterprises, Inc. and The Babcock & Wilcox Company", "question": "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?", "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "iii INTELLECTUAL PROPERTY AGREEMENT This 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.\" \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "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. \"IP Proceedings\" has the meaning set forth in Section 2.3. \"Licensed RemainCo Know-How\" has the meaning set forth in Section 5.1(b). \"Licensed SpinCo Know-How\" has the meaning set forth in Section 5.1(a). \"Licensed RemainCo Intellectual Property\" means all \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "Exhibit 10.17 INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK & WILCOX COMPANY and BABCOCK & WILCOX ENTERPRISES, INC. dated as of June 26, 2015 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Interpretation 4 ARTICLE II INTELLECTUAL PROPERTY ASSIGNMENT AND OWNERSHIP 5 Section 2.1 Reserved 5 Section 2.2 Reserved 5 Section 2.3 Assistance by Employees; Inventor Compensation 5 Section \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "\"Babcock & Wilcox,\" B&W,\" or \"B&W & HERO ENGINE DESIGN.\" \"RemainCo Know-How\" means all Know-How owned by RemainCo as of the Effective Date. \"RemainCo Trademarks\" has the meaning set forth in Section 3.4. \"Reviewing Party\" has the meaning set forth in Section 4.4. \"Shared Library Materials\" means (i) proprietary research reports, letter reports, photographs, micrographs or other materials recorded in a tangible, \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": 74, "passages": [ { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "iii INTELLECTUAL PROPERTY AGREEMENT This 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.\" \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "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. (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 \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "Exhibit 10.17 INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK & WILCOX COMPANY and BABCOCK & WILCOX ENTERPRISES, INC. dated as of June 26, 2015 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Interpretation 4 ARTICLE II INTELLECTUAL PROPERTY ASSIGNMENT AND OWNERSHIP 5 Section 2.1 Reserved 5 Section 2.2 Reserved 5 Section 2.3 Assistance by Employees; Inventor Compensation 5 Section \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "Section 5.5 Reserved 15 Section 5.6 Sublicensing; Assignability 15 Section 5.7 Restrictions on Licensor Exploitation of Intellectual Property 16 Section 5.8 Third Party Agreements; Reservation of Rights 16 Section 5.9 Maintenance of Intellectual Property 16 Section 5.10 Covenants 17 ARTICLE VI TECHNICAL ASSISTANCE AND TECHNOLOGY TRANSFER 17 Section 6.1 Reserved 17 Section 6.2 Reserved 17 Section 6.3 No Additional \u2026" }, { "doc": "BABCOCK_WILCOXENTERPRISES,INC_08_04_2015-EX-10.17-INTELLECTUAL PROPERTY AGREEMENT between THE BABCOCK _ WILCOX COMPANY and BABCOCK _ WILCOX ENTERPRISES, INC.", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "ip-ownership-assignment-077", "category": "Ip Ownership Assignment", "matter": "Cooperation Agreement (2014 Amendment) between Nanjing Tuniu Technology Co., Ltd., and Beijing Tuniu Technology Co., Ltd.", "question": "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?", "doc": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "answer": "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 \u2026", "runs": { "bm25-256": { "recall@10": 1.0, "first": 4, "passages": [ { "doc": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "Exhibit 10.4 COOPERATION AGREEMENT (2014 Amendment) This Cooperation Agreement (2014 Amendment) (this \"Agreement\") is entered into on January 24, 2014 in Beijing by and between: (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\"); (2) \u2026" }, { "doc": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "respective employees will observe the confidentiality obligations specified hereunder. (The remaining of this page is intentionally left blank) In 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. By: /s/ Yu Dunde Name: Yu Dunde Title: Chairman Party B: Beijing Tuniu Technology Co., \u2026" }, { "doc": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "same": true, "hit": true, "text": "\u2026 transferred, except for the transfer by Party B to its affiliates. 12.3 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 \u2026" }, { "doc": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement", "same": false, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "same": true, "hit": true, "text": "\u2026 transferred, except for the transfer by Party B to its affiliates. 12.3 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 \u2026" }, { "doc": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "Exhibit 10.4 COOPERATION AGREEMENT (2014 Amendment) This Cooperation Agreement (2014 Amendment) (this \"Agreement\") is entered into on January 24, 2014 in Beijing by and between: (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\"); (2) \u2026" }, { "doc": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "respective employees will observe the confidentiality obligations specified hereunder. (The remaining of this page is intentionally left blank) In 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. By: /s/ Yu Dunde Name: Yu Dunde Title: Chairman Party B: Beijing Tuniu Technology Co., \u2026" }, { "doc": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "same": true, "hit": true, "text": "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 \u2026" } ] } } }, { "qid": "ip-ownership-assignment-078", "category": "Ip Ownership Assignment", "matter": "Consulting Agreement between Driven Deliveries, Inc. and TruckThat LLC", "question": "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?", "doc": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "answer": "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 \u2026", "runs": { "bm25-256": { "recall@10": 0.25, "first": 4, "passages": [ { "doc": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "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. TruckThat LLC Consulting Agreement Page 6 of 7 12.6. Modification, \u2026" }, { "doc": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "same": true, "hit": true, "text": "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 \u2026" }, { "doc": "PareteumCorp_20081001_8-K_EX-99.1_2654808_EX-99.1_Hosting Agreement", "same": false, "hit": false, "text": "aware of such event inform the other Party in writing of such force majeure event as soon as possible. If the affected Party fails to inform the other Party of the occurrence of a force majeure event as set out in article 14.1 above, then such Party thereafter shall not be entitled to refer such events to force majeure as a reason for non-fulfillment. This obligation does not apply if the force majeure event is \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.25, "first": 5, "passages": [ { "doc": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "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. TruckThat LLC Consulting Agreement Page 5 of 7 10. 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, \u2026" }, { "doc": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "DRIVENDELIVERIES,INC_05_22_2020-EX-10.4-CONSULTING AGREEMENT", "same": true, "hit": true, "text": "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 \u2026" } ] } } }, { "qid": "ip-ownership-assignment-079", "category": "Ip Ownership Assignment", "matter": "Program Content License Agreement between Beijing Tianying Jiuzhou Network Technology Co., Ltd. and Phoenix Satellite Television Company Limited", "question": "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?", "doc": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement", "answer": "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", "runs": { "bm25-256": { "recall@10": 1.0, "first": 3, "passages": [ { "doc": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement", "same": true, "hit": false, "text": "Exhibit 10.17 Program Content License Agreement between Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009 Source: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011 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 \u2026" }, { "doc": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement", "same": true, "hit": false, "text": "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 Source: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011 [signature page] Party A: Phoenix Satellite Television Company Limited Party B: Beijing Tianying Jiuzhou Network Technology Co., Ltd. Authorized \u2026" }, { "doc": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement", "same": true, "hit": true, "text": "\u2026 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 \u2026" }, { "doc": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 2, "passages": [ { "doc": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement", "same": true, "hit": true, "text": "\u2026 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 \u2026" }, { "doc": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "non-compete-080", "category": "Non-Compete", "matter": "Cooperation Agreement (2014 Amendment) between Nanjing Tuniu Technology Co., Ltd., and Beijing Tuniu Technology Co., Ltd.", "question": "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?", "doc": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "Exhibit 10.4 COOPERATION AGREEMENT (2014 Amendment) This Cooperation Agreement (2014 Amendment) (this \"Agreement\") is entered into on January 24, 2014 in Beijing by and between: (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\"); (2) \u2026" }, { "doc": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "respective employees will observe the confidentiality obligations specified hereunder. (The remaining of this page is intentionally left blank) In 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. By: /s/ Yu Dunde Name: Yu Dunde Title: Chairman Party B: Beijing Tuniu Technology Co., \u2026" }, { "doc": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "PhoenixNewMediaLtd_20110421_F-1_EX-10.17_6958322_EX-10.17_Content License Agreement", "same": false, "hit": false, "text": "Exhibit 10.17 Program Content License Agreement between Phoenix Satellite Television Company Limited and Beijing Tianying Jiuzhou Network Technology Co., Ltd. November 24, 2009 Source: PHOENIX NEW MEDIA LTD, F-1, 4/21/2011 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 \u2026" }, { "doc": "IDREAMSKYTECHNOLOGYLTD_07_03_2014-EX-10.39-Cooperation Agreement on Mobile Game Business", "same": false, "hit": false, "text": "Exhibit 10.39 English Translation Jiangsu Telecom Contract No.: JSXCS1200166CC000 Cooperation Agreement on Mobile Game Business Between Dazzle Interactive Network Technologies Co., Ltd. And Shenzhen iDreamSky Technology Co., Ltd. Party A: Dazzle Interactive Network Technologies Co., Ltd. Address: 4F, Han Zhong Hua Mansion, 268 Han Zhong Road, Gu Lou District, Nanjing Zip code: 210001 Contact person: Chen Xi Tel: \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 5, "passages": [ { "doc": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "Exhibit 10.4 COOPERATION AGREEMENT (2014 Amendment) This Cooperation Agreement (2014 Amendment) (this \"Agreement\") is entered into on January 24, 2014 in Beijing by and between: (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\"); (2) \u2026" }, { "doc": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "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. 4. 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 \u2026" }, { "doc": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "in connection with this Agreement shall be resolved by the Partiesthrough friendly negotiation. 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 \u2026" }, { "doc": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "same": true, "hit": false, "text": "respective employees will observe the confidentiality obligations specified hereunder. (The remaining of this page is intentionally left blank) In 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. By: /s/ Yu Dunde Name: Yu Dunde Title: Chairman Party B: Beijing Tuniu Technology Co., \u2026" }, { "doc": "TUNIUCORP_03_06_2014-EX-10-COOPERATION AGREEMENT", "same": true, "hit": true, "text": "\u2026 ve operation of thecooperative business to the extent permitted by laws. 2.3 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 \u2026" } ] } } }, { "qid": "non-compete-081", "category": "Non-Compete", "matter": "Joint Venture Agreement between MINDA INDUSTRIES LIMITED and IMPCO Technologies Inc.", "question": "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?", "doc": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT", "answer": "MINDA/MIL, since it will have access to the Technical Know-How which it would not have had otherwise, expressly agree that: (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 \u2026", "runs": { "bm25-256": { "recall@10": 1.0, "first": 3, "passages": [ { "doc": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT", "same": true, "hit": true, "text": "\u2026 ny 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: (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, \u2026" }, { "doc": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": 16, "passages": [ { "doc": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "IMPCOTECHNOLOGIESINC_04_15_2003-EX-10.65-JOINT VENTURE AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "non-compete-082", "category": "Non-Compete", "matter": "Endorsement Agreement between SQUARE TWO GOLF INC. and KATHY WHITWORTH", "question": "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?", "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "answer": "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. \u2026 The Professional agrees to divest herself of any management or control interest that she currently has in any entity that is a competitor of the Company, and not to acquire any such interest during the Term. \u2026 The \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": 91, "passages": [ { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT - Intellectual Property Rights Confidentiality and Non-Use Obligations Agreement", "same": false, "hit": false, "text": "-8- 9 EXECUTION COPY 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. 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 \u2026" }, { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "Nick Lampros 16615 Lark Avenue Suite 101 Los Gatos, California 95032 Facsimile number: (408) 358-2486 -8- 9 EXECUTION COPY 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. 11.7. INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY AND NON-USE. The Professional acknowledges her \u2026" }, { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "1 EXHIBIT 10.13 EXECUTION COPY ENDORSEMENT AGREEMENT --------------------- 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\"). RECITALS -------- WHEREAS, the Company manufactures and \u2026" }, { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "ENDORSEMENT SERVICES. During the Term, the Professional will provide the services described in this Section 2 (the \"Services\"): 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 \u2026" }, { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "arising out of a subsequent breach. 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. 11.5. NOTICES. Any communication (including any notice, consent, approval or instructions) provided for under this Agreement may be \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 4, "passages": [ { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "arising out of a subsequent breach. 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. 11.5. NOTICES. Any communication (including any notice, consent, approval or instructions) provided for under this Agreement may be \u2026" }, { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "ENDORSEMENT SERVICES. During the Term, the Professional will provide the services described in this Section 2 (the \"Services\"): 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 \u2026" }, { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "same": true, "hit": false, "text": "1 EXHIBIT 10.13 EXECUTION COPY ENDORSEMENT AGREEMENT --------------------- 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\"). RECITALS -------- WHEREAS, the Company manufactures and \u2026" }, { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "same": true, "hit": true, "text": "\u2026 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 \u2026" }, { "doc": "WOMENSGOLFUNLIMITEDINC_03_29_2000-EX-10.13-ENDORSEMENT AGREEMENT", "same": true, "hit": true, "text": "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. 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 \u2026" } ] } } }, { "qid": "non-compete-083", "category": "Non-Compete", "matter": "Second Amended And Restated Exclusive Agency And Marketing Agreement between The Scotts Company LLC and Monsanto Company", "question": "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?", "doc": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT ", "answer": "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.\" \u2026 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 \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": 27, "passages": [ { "doc": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "Relationship of the Parties 53 Section 11.2 Interpretation in accordance with GAAP 54 Section 11.3 Currency 54 Section 11.4 Monsanto Obligations 54 Section 11.5 Expenses 54 Section 11.6 Entire Agreement 54 Section 11.7 Modification and Waiver 55 Section 11.8 Assignment 55 Section 11.9 Notices 56 Section 11.10 Severability 57 Section 11.11 Equal Opportunity 57 Section 11.12 Governing Law 58 Section 11.13 Public \u2026" }, { "doc": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "Exhibit 10.14(a) SECOND AMENDED AND RESTATED EXCLUSIVE AGENCY AND MARKETING AGREEMENT by and between MONSANTO COMPANY and THE SCOTTS COMPANY LLC Effective as of September 30, 1998 TABLE OF CONTENTS Article 1 - DEFINITIONS AND RULES OF CONSTRUCTION 1 Section 1.1 Definitions 1 Section 1.2 Rules of Construction and Interpretation 9 Article 2 - EXCLUSIVE AGENCY AND DISTRIBUTORSHIP 9 Section 2.1 Appointment of the \u2026" }, { "doc": "BLUEROCKRESIDENTIALGROWTHREIT,INC_06_01_2016-EX-1.1-AGENCY AGREEMENT", "same": false, "hit": false, "text": "to the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as further amended by that Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as further amended by that Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership and as further amended by the Fourth \u2026" }, { "doc": "BLUEROCKRESIDENTIALGROWTHREIT,INC_06_01_2016-EX-1.1-AGENCY AGREEMENT", "same": false, "hit": false, "text": "Exhibit 1.1 400,000 Shares BLUEROCK RESIDENTIAL GROWTH REIT, INC. 8.250% Series A Cumulative Redeemable Preferred Stock AGENCY AGREEMENT May 25, 2016 Compass Point Research & Trading, LLC 1055 Thomas Jefferson Street N.W. Suite 303 Washington, DC 20007 As Sales Agent Dear Ladies and Gentlemen: Bluerock Residential Growth REIT, Inc., a Maryland corporation (the \"Company\"), together with Bluerock Residential Holdings, \u2026" }, { "doc": "VerizonAbsLlc_20200123_8-K_EX-10.4_11952335_EX-10.4_Service Agreement", "same": false, "hit": false, "text": "to such Payment Date over (b) the Note Balance of the Class A-1b Notes immediately prior to the Optional Redemption; provided, that, upon the occurrence of a Benchmark Transition Event, One-Month LIBOR used in the calculation of Make-Whole Payments will be replaced by the appropriate Benchmark Replacement as set forth in Section 2.16 of the Indenture. \"Marketing Agent\" means Cellco. \"Marketing Agent Agency \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.8, "first": 2, "passages": [ { "doc": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "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. \"Excluded Specified \u2026" }, { "doc": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT ", "same": true, "hit": true, "text": "\u2026 ed in the Program Sales Revenue, regardless of SKU size. (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 \u2026" }, { "doc": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "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). ARTICLE 4 - ROUNDUP L&G BUSINESS MANAGEMENT STRUCTURE Section 4.1 \u2026" }, { "doc": "Monsanto Company - SECOND A_R EXCLUSIVE AGENCY AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "event of conflict between any such forms or other documents of like import and this Agreement, the provisions of this Agreement shall be controlling. 10 ARTICLE 2 - EXCLUSIVE AGENCY AND DISTRIBUTORSHIP Section 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 \u2026" } ] } } }, { "qid": "non-compete-084", "category": "Non-Compete", "matter": "Joint Venture Contract between Baoding Fengfan Group Limited Liability Company and Valence Technology, Inc.", "question": "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?", "doc": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": 9, "passages": [ { "doc": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT", "same": true, "hit": false, "text": "EXHIBIT 10.3 JOINT VENTURE CONTRACT CHAPTER 1 GENERAL PROVISIONS 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 \u2026" }, { "doc": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT", "same": true, "hit": false, "text": "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. PARTY A: Fengfan Group Limited Liability Company 8 Fu Chang Road, Page 29 Baoding City, Hebei Province, \u2026" }, { "doc": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT", "same": true, "hit": false, "text": "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, \u2026" }, { "doc": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT", "same": true, "hit": false, "text": "in Chapter 18, including any extension thereof. Article 10 \"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. Page 3 Article 11 \"Examination and Approval Authority\" means the Ministry of Foreign Trade and Economic Co-operation or other foreign trade and economic \u2026" }, { "doc": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT", "same": true, "hit": false, "text": "and New Technology Zone, Baoding City, Hebei Province, the People's Republic of China.] Article 25 The 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. Page 5 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": 10, "passages": [ { "doc": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT", "same": true, "hit": false, "text": "Spinel and Lithium Iron Magnesium Phosphate, and Lithium Phosphate material. Page 12 Article 47 Until such time that the Joint Venture Company is capable of providing cost-effective, high quality Powder that satisfies all technical specifications identified by Party B, the Parties agree that either Party B or the Joint Venture Company shall have the right to purchase Powder from a Third Party. In no circumstances \u2026" }, { "doc": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT", "same": true, "hit": false, "text": "and New Technology Zone, Baoding City, Hebei Province, the People's Republic of China.] Article 25 The 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. Page 5 \u2026" }, { "doc": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT", "same": true, "hit": false, "text": "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. o Assist the Joint Venture Company, upon request, in contacting providers and arranging fundamental facilities such as water, electricity, \u2026" }, { "doc": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT", "same": true, "hit": false, "text": "EXHIBIT 10.3 JOINT VENTURE CONTRACT CHAPTER 1 GENERAL PROVISIONS 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 \u2026" }, { "doc": "VALENCETECHNOLOGYINC_02_14_2003-EX-10-JOINT VENTURE CONTRACT", "same": true, "hit": false, "text": "the Joint Venture Company. CHAPTER 18 ENVIRONMENTAL PROTECTION AND COMPLIANCE Article 101 Party 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 \u2026" } ] } } }, { "qid": "non-transferable-license-085", "category": "Non-Transferable License", "matter": "Supply Agreement between PROFOUND MEDICAL INC. and PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.", "question": "Does the contract limit the ability of a party to transfer the license being granted to a third party?", "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "answer": "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 \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": 51, "passages": [ { "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "Exhibit 4.5 SUPPLY AGREEMENT between PROFOUND MEDICAL INC. and PHILIPS MEDICAL SYSTEMS NEDERLAND B.V. THIS 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., \u2026" }, { "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 [Redacted - Commercially Sensitive - Schedules concerning Product specifications, \u2026" }, { "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "NeoformaInc_19991202_S-1A_EX-10.26_5224521_EX-10.26_Co-Branding Agreement", "same": false, "hit": false, "text": "omitted portions. 14 15 commissions shall accrue in an amount equal to [*] of any Medical Products Net Revenues during such Contract Year resulting from (a) any VerticalNet Medical Products Listing or (b) any Neoforma Medical Products Listing for which VerticalNet was the Transaction Origination Party. From and after the point when such accrued commissions equal [*] in any Contract Year (such [*] of accrued \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.5, "first": 2, "passages": [ { "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "same": true, "hit": true, "text": "\"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 \u2026" }, { "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "PROFOUNDMEDICALCORP_08_29_2019-EX-4.5-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "non-transferable-license-086", "category": "Non-Transferable License", "matter": "Promotion Agreement between MERIDIAN MEDICAL TECHNOLOGIES, INC. and SIGA TECHNOLOGIES, INC.", "question": "Does the contract limit the ability of a party to transfer the license being granted to a third party?", "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "answer": "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. \u2026 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).", "runs": { "bm25-256": { "recall@10": 0.0, "first": 11, "passages": [ { "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "same": true, "hit": false, "text": "38 -ii- Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 TABLE 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 \u2026" }, { "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "same": true, "hit": false, "text": "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 by and between SIGA \u2026" }, { "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 4, "passages": [ { "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "same": true, "hit": true, "text": "\u2026 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" }, { "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "non-transferable-license-087", "category": "Non-Transferable License", "matter": "Amended And Restated Strategic Licensing, Distribution And Marketing Agreement between PACIRA PHARMACEUTICALS, INC. and F/K/A SKYEPHARMA, INC.", "question": "Does the contract limit the ability of a party to transfer the license being granted to a third party?", "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "answer": "EKR may appoint sub-distributors under this Agreement provided that EKR: (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; \u2026 (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; (c) deliver to the prospective Sub-Distributor a redacted copy of this Agreement \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "Exhibit 10.13 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. DATED: OCTOBER 15, 2009 PACIRA PHARMACEUTICALS, INC. and EKR THERAPEUTICS, INC. AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT THIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (the \"Agreement\") is made on October \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "2. ST-02 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] [**] prior to [**]) 3. ST-03 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] prior to [**]) 4. ST-04 ([**], [**] rated to [**], equipped with agitator used in preparation of [**] [**] prior to [**]) 5. ST-22 ([**], [**] rated to [**], [**]) 6. EV-01 ([**], [**] rated to [**], equipped with [**] used \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "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. 7. Nonnegotiability, Nontransferability. This Note shall be nonnegotiable. Further, this Note may not be transferred by either party except \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] SCHEDULE II TRADEMARKS [**] - Owner of Record, United States Patent Trademark Office website. Record of Assignment from [**]. to [**] is in process. -69- File Date: Serial No.: International Class: First Use: First Use in Commerce: \u2026" }, { "doc": "PhasebioPharmaceuticalsInc_20200330_10-K_EX-10.21_12086810_EX-10.21_Development Agreement", "same": false, "hit": false, "text": "the effect of prohibiting PB or any subsidiary of PB from assigning, mortgaging, pledging, granting a security interest in or upon or encumbering any proceeds from PB Intellectual Property. 7.5.4 Distributions; Investments. PB shall not, without SFJ's prior written consent, (a) pay any dividends or make any distribution or payment on account of or redeem, retire or purchase any capital stock, provided that (i) PB \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": 15, "passages": [ { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "Exhibit 10.13 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. DATED: OCTOBER 15, 2009 PACIRA PHARMACEUTICALS, INC. and EKR THERAPEUTICS, INC. AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT THIS AMENDED AND RESTATED STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT (the \"Agreement\") is made on October \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "to this Agreement for only so long as such Control exists; -3- \"Applicable Laws\" Shall 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 \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "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 -43- (l) Customer Lists. PPI has or prior to the Effective Date will have provided EKR with complete and \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "been paid or taken and there are no actions due within 180 days of the Effective Date; (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); (g) Adverse Events. To its knowledge and belief all information, data and Third Party notices in relation to adverse events serious adverse events or \u2026" }, { "doc": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "non-transferable-license-088", "category": "Non-Transferable License", "matter": "Corporate Sponsorship Agreement between Phoenix Performance, LLC and Torvec Inc.", "question": "Does the contract limit the ability of a party to transfer the license being granted to a third party?", "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "answer": "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.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 4, "passages": [ { "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "CORPORATE SPONSORSHIP AGREEMENT This 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). RECITALS WHEREAS, the parties desire to enter \u2026" }, { "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "return receipt requested, addressed to the respective parties hereto as follows: Either party may change its address for notice by giving written notice to the other party. 11. Amendments This 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 \u2026" }, { "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "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. (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 \u2026" }, { "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "same": true, "hit": true, "text": "\u2026 5 Corvette for testing, evaluation and racing purposes.. 6. Grant of License Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement. Neither party will use the other's Trademarks without \u2026" }, { "doc": "PHREESIA,INC_05_28_2019-EX-10.18-STRATEGIC ALLIANCE AGREEMENT", "same": false, "hit": false, "text": "or other indicia of source, origin, association, or sponsorship, without the prior written consent of the other Party. 21. Representations and Warranties. 21.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the Laws of its jurisdiction of \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 3, "passages": [ { "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "return receipt requested, addressed to the respective parties hereto as follows: Either party may change its address for notice by giving written notice to the other party. 11. Amendments This 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 \u2026" }, { "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "same": true, "hit": true, "text": "\u2026 5 Corvette for testing, evaluation and racing purposes.. 6. Grant of License Each party shall have a non-exclusive, royalty free, non-transferable license to use the name, logo, any item used in connection with that name or logo, and the registered symbols and trademarks of the other party (the \"Trademarks\") only for the purposes set forth in this Agreement. Neither party will use the other's Trademarks without \u2026" }, { "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "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, programs, etc. prior to their actual release. 8. \u2026" }, { "doc": "CURAEGISTECHNOLOGIES,INC_05_26_2010-EX-1-CORPORATE SPONSORSHIP AGREEMENT", "same": true, "hit": false, "text": "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. (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 \u2026" } ] } } }, { "qid": "non-transferable-license-089", "category": "Non-Transferable License", "matter": "Sponsorship And Services Agreement between Constellation NewEnergy, Inc. and HOF Village, LLC", "question": "Does the contract limit the ability of a party to transfer the license being granted to a third party?", "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "answer": "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. \u2026 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 \u2026", "runs": { "bm25-256": { "recall@10": 0.75, "first": 2, "passages": [ { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": true, "text": "\u2026 ion, 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 \u2026" }, { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": false, "text": "Ohio 44708 Attention: David Baker and Pat Lindesmith 12 Source: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020 and 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 \u2026" }, { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": true, "text": "\u2026 ion, 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" }, { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": true, "text": "\u2026 ppropriation 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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": true, "text": "\u2026 ion, 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 \u2026" }, { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": true, "text": "\u2026 ppropriation 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 \u2026" }, { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": true, "text": "\u2026 ion, 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" }, { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": true, "text": "\u2026 e 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 \u2026" }, { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.8_11951679_EX-10.8_Service Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "rofr-rofo-rofn-090", "category": "Rofr/Rofo/Rofn", "matter": "Manufacturing and Supply Agreement between VAPOTHERM, INC. and MEDICA S.p.A.", "question": "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?", "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "answer": "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) \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": 53, "passages": [ { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "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). (e) It is understood and agreed that Medica shall be free and without restriction to develop, market, license, and sell products and technology based \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (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. 10.3 Pre-existing and Independently Developed Intellectual Property. Each party is and shall \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "that it may use in performing its obligations under this Agreement. (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. (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, \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "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 3.2 Purchase Orders. (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 \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "for Consequential Damages 15 12.4 Limitation on Liability 15 ARTICLE 13 TERM AND TERMINATION; BUSINESS CONTINUITY 15 13.1 Term 15 13.2 Termination 16 13.3 Effect of Termination 17 13.4 Business Continuity 17 ARTICLE 14 MISCELLANEOUS 18 14.1 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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": 17, "passages": [ { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (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. 10.3 Pre-existing and Independently Developed Intellectual Property. Each party is and shall \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "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). (e) It is understood and agreed that Medica shall be free and without restriction to develop, market, license, and sell products and technology based \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "that it may use in performing its obligations under this Agreement. (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. (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, \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "or Medica Inventions arising in connection with this Agreement). ARTICLE 11 REPRESENTATIONS 11.1 Representations of Medica. Medica represents to Vapotherm as follows: (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. (b) Medica has the power to execute \u2026" }, { "doc": "VAPOTHERM, INC. - Manufacturing and Supply Agreement", "same": true, "hit": false, "text": "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 3.2 Purchase Orders. (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 \u2026" } ] } } }, { "qid": "rofr-rofo-rofn-091", "category": "Rofr/Rofo/Rofn", "matter": "Franchise Agreement with Goosehead Insurance Agency, LLC", "question": "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?", "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "answer": "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 \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "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: Page 65 of 80 GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT EXHIBIT F-1 \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "entirety, and shall have no force or effect; and the following paragraph shall be substituted in lieu thereof: 25.6 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 4. Section 25 of \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "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. 5. Third-Party Beneficiary. Member hereby acknowledges and agrees that Franchisor is an intended third-party beneficiary of this \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "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\"). B. Franchisor identifies Goosehead Businesses by means of certain trade names, service marks, trademarks, logos, emblems, and \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": 117, "passages": [ { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "PURCHASE THE FRANCHISE. GOOD CAUSE SHALL INCLUDE, BUT IS NOT LIMITED TO: 525 THE FAILURE OF THE PROPOSED FRANCHISEE TO MEET THE FRANCHISOR'S THEN CURRENT REASONABLE QUALIFICATIONS OR STANDARDS. 525 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 \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "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\"). B. Franchisor identifies Goosehead Businesses by means of certain trade names, service marks, trademarks, logos, emblems, and \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "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\"). B. 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, \u2026" }, { "doc": "GOOSEHEADINSURANCE,INC_04_02_2018-EX-10.6-Franchise Agreement", "same": true, "hit": false, "text": "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: Page 65 of 80 GOOSEHEAD INSURANCE AGENCY, LLC FRANCHISE AGREEMENT EXHIBIT F-1 \u2026" } ] } } }, { "qid": "rofr-rofo-rofn-092", "category": "Rofr/Rofo/Rofn", "matter": "Odm Supply Agreement between AGAPE ATP INTERNATIONAL HOLDING LIMITED and ORGANIC PREPARATIONS INC.", "question": "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?", "doc": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement", "answer": "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.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 3, "passages": [ { "doc": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "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 Source: AGAPE ATP CORP, 10-K/A, 12/2/2019 EQUITY HOLDINGS LIMITED by the duly authorised Officer: __________________________________ ____________________________ Common Seal of Organic \u2026" }, { "doc": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement", "same": true, "hit": true, "text": "\u2026 e: AGAPE ATP CORP, 10-K/A, 12/2/2019 12. TRANSFER OF INTELLECTUAL PROPERTY The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms. 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, \u2026" }, { "doc": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "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 Source: AGAPE ATP CORP, 10-K/A, 12/2/2019 14.9 Other products outside \u2026" }, { "doc": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "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\" Source: AGAPE ATP CORP, 10-K/A, 12/2/2019 ODM SUPPLY AGREEMENT THIS AGREEMENT is made on the 15t h day of January 2018. BETWEEN: \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement", "same": true, "hit": true, "text": "\u2026 e: AGAPE ATP CORP, 10-K/A, 12/2/2019 12. TRANSFER OF INTELLECTUAL PROPERTY The Manufacturer agrees to offer the Customer the first right of refusal to purchase the intellectual property for the products listed in Schedule A of this agreement based upon agreed terms. 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, \u2026" }, { "doc": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "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 Source: AGAPE ATP CORP, 10-K/A, 12/2/2019 14.9 Other products outside \u2026" }, { "doc": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "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\" Source: AGAPE ATP CORP, 10-K/A, 12/2/2019 ODM SUPPLY AGREEMENT THIS AGREEMENT is made on the 15t h day of January 2018. BETWEEN: \u2026" }, { "doc": "AgapeAtpCorp_20191202_10-KA_EX-10.1_11911128_EX-10.1_Supply Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "rofr-rofo-rofn-093", "category": "Rofr/Rofo/Rofn", "matter": "Distribution And Development Agreement between Qualigen and Sekisui", "question": "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?", "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "answer": "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. \u2026 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 \u2026", "runs": { "bm25-256": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": true, "text": "\u2026 posed 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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": true, "text": "\u2026 o 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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 1, "passages": [ { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": true, "text": "\u2026 o 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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": true, "text": "\u2026 posed 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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "RitterPharmaceuticalsInc_20200313_S-4A_EX-10.54_12055220_EX-10.54_Development Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "rofr-rofo-rofn-094", "category": "Rofr/Rofo/Rofn", "matter": "Promotion Agreement between MERIDIAN MEDICAL TECHNOLOGIES, INC. and SIGA TECHNOLOGIES, INC.", "question": "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?", "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "answer": "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.", "runs": { "bm25-256": { "recall@10": 0.0, "first": 170, "passages": [ { "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "same": true, "hit": false, "text": "38 -ii- Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 TABLE 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 \u2026" }, { "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "same": true, "hit": false, "text": "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 by and between SIGA \u2026" }, { "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "INTERNATIONALFASTFOODCORP_04_04_1997-EX-99-FRANCHISE AGREEMENT", "same": false, "hit": false, "text": "designee shall then have the prior option to purchase the interests covered by the offer at the price and upon the same terms of the offer. If the consideration is not money, the purchase price shall be the cash equivalent of the fair market value of the consideration. BKC shall have twenty (20) business days after receipt of the notice of offer and the furnishing of all reasonably requested information within which \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": 93, "passages": [ { "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "same": true, "hit": false, "text": "38 -ii- Source: SIGA TECHNOLOGIES INC, 8-K, 6/3/2019 TABLE 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 \u2026" }, { "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "same": true, "hit": false, "text": "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; \u2026" }, { "doc": "SigaTechnologiesInc_20190603_8-K_EX-10.1_11695818_EX-10.1_Promotion Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "volume-restriction-095", "category": "Volume Restriction", "matter": "Endorsement Licensing And Co-Branding Agreement between Fitness Publications, Inc. and MusclePharm Corporation", "question": "Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "doc": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement", "answer": "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 \u2026", "runs": { "bm25-256": { "recall@10": 0.0, "first": 6, "passages": [ { "doc": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GOCALLINC_03_30_2000-EX-10.7-Promotion Agreement", "same": false, "hit": false, "text": "including but not limited to the unauthorized use of the trademark, logos, or other property of third parties without the consent and approval of PageMaster Corporation. PageMaster Corporation's participation in the promotion does not constitute an endorsement of the products or services of Go Call nor does Go Call's participation in the promotion constitute an endorsement of PageMaster Corporations or any third \u2026" }, { "doc": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement", "same": true, "hit": false, "text": "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, \u2026" }, { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.6_11951677_EX-10.6_License Agreement", "same": false, "hit": false, "text": "Fees due and payable hereunder until the aggregate amount of the License Fees due and payable during such calendar year exceeds the Annual Guarantee for such calendar year. For clarity, if for any calendar year during the Term, the amount of License Fees for such calendar is (x) less than the amount of the Annual Guarantee, the Village Media Company shall still be required to pay the Annual Guarantee for such \u2026" }, { "doc": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 7, "passages": [ { "doc": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement", "same": true, "hit": false, "text": "(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 \u2026" }, { "doc": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "MusclepharmCorp_20170208_10-KA_EX-10.38_9893581_EX-10.38_Co-Branding Agreement", "same": true, "hit": false, "text": "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 \u2026" } ] } } }, { "qid": "volume-restriction-096", "category": "Volume Restriction", "matter": "Technical Infrastructure Maintenance Agreement between MEDICAL MANAGER, MIDWEST, INC. and MTS, INC.", "question": "Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "doc": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "answer": "This Support Plan covers a 12 Month period, with a Maximum Cap of hours for that period.", "runs": { "bm25-256": { "recall@10": 1.0, "first": 8, "passages": [ { "doc": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "same": true, "hit": false, "text": "1 EXHIBIT 10.17 [MEDICAL MANAGER LETTERHEAD] TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT Date: March 1, 1998 Contract No.: pr-4544 Between Client Name: MEDICAL MANAGER MIDWEST, INC. 53702 Generations Drive South Bend, IN 46635 Principle Contact: Tom Liddell And Customer Name: MTS, INC. 9931 Corporate Service Drive Louisville, KY 40223 Principle Contact: Gail Knopf ANNUAL FEE. [ ] Technical Support Hours Maximum: \u2026" }, { "doc": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "same": true, "hit": false, "text": "transfer shall be void. (d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana. (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. (f) The customer represents that the Customer is either the owner of the hardware, or if not, that the Customer has the authority \u2026" }, { "doc": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "same": true, "hit": false, "text": "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. (b) Service does not include repair or replacement of normally dispensable items such as diskettes, tapes, printer ribbons, cartridges, toners, etc. 5. CHARGES (a) Charges will be invoiced and are payable within thirty (30) \u2026" }, { "doc": "ReynoldsConsumerProductsInc_20200121_S-1A_EX-10.22_11948918_EX-10.22_Service Agreement", "same": false, "hit": false, "text": "G1.3.16 IT Procurement - Fees Hardware/Software/Services procured on behalf of RCP. G1.3.17 Licensing - Other Kronos, Minitab, & KnowBe4, plus other miscellaneous minor licenses maintenance fees. Source: REYNOLDS CONSUMER PRODUCTS INC., S-1/A, 1/21/2020 Service Name Description of Service Term Monthly Fee (USD) - Commencement Date - 2020 Monthly Fee (USD) - 2021 G1.4 IT Service Category: Project Management / IT \u2026" }, { "doc": "CHANGEPOINTCORP_03_08_2000-EX-10.6-LICENSE AND HOSTING AGREEMENT", "same": false, "hit": false, "text": "(b) Customer may install Licensed Software on one or more computer servers as it desires. 3. LICENSE FEES The License Fee is ***. 4. WARRANTY PERIOD The Warranty Period for the Licensed Software shall mean the period commencing on the Effective Date and ending ninety (90) days thereafter. 5. MAINTENANCE FEES (a) Customer will pay Changepoint for each Maintenance Term an annual maintenance fee (the \"Annual \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 4, "passages": [ { "doc": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "same": true, "hit": false, "text": "1 EXHIBIT 10.17 [MEDICAL MANAGER LETTERHEAD] TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT Date: March 1, 1998 Contract No.: pr-4544 Between Client Name: MEDICAL MANAGER MIDWEST, INC. 53702 Generations Drive South Bend, IN 46635 Principle Contact: Tom Liddell And Customer Name: MTS, INC. 9931 Corporate Service Drive Louisville, KY 40223 Principle Contact: Gail Knopf ANNUAL FEE. [ ] Technical Support Hours Maximum: \u2026" }, { "doc": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "same": true, "hit": false, "text": "transfer shall be void. (d) This Agreement shall be interpreted in accordance with the laws of the State of Indiana. (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. (f) The customer represents that the Customer is either the owner of the hardware, or if not, that the Customer has the authority \u2026" }, { "doc": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "same": true, "hit": false, "text": "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. (f) The Customer is responsible to implement appropriate safeguards to protect and/or recreate the Customer's data, should it be destroyed through hardware \u2026" }, { "doc": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "same": true, "hit": true, "text": "\u2026 Related Support by qualified Support Analysts and Field Technicians. This Support Plan covers a 12 Month period, with a Maximum Cap of hours" }, { "doc": "TRIZETTOGROUPINC_08_18_1999-EX-10.17-TECHNICAL INFRASTRUCTURE MAINTENANCE AGREEMENT", "same": true, "hit": false, "text": "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. (b) Service does not include repair or replacement of normally dispensable items such as diskettes, tapes, printer ribbons, cartridges, toners, etc. 5. CHARGES (a) Charges will be invoiced and are payable within thirty (30) \u2026" } ] } } }, { "qid": "volume-restriction-097", "category": "Volume Restriction", "matter": "Co-Branding Agreement with About.com, Inc.", "question": "Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "doc": "EbixInc_20010515_10-Q_EX-10.3_4049767_EX-10.3_Co-Branding Agreement", "answer": "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", "runs": { "bm25-256": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "GpaqAcquisitionHoldingsInc_20200123_S-4A_EX-10.6_11951677_EX-10.6_License Agreement", "same": false, "hit": false, "text": "Fees due and payable hereunder until the aggregate amount of the License Fees due and payable during such calendar year exceeds the Annual Guarantee for such calendar year. For clarity, if for any calendar year during the Term, the amount of License Fees for such calendar is (x) less than the amount of the Annual Guarantee, the Village Media Company shall still be required to pay the Annual Guarantee for such \u2026" }, { "doc": "RandWorldwideInc_20010402_8-KA_EX-10.2_2102464_EX-10.2_Co-Branding Agreement", "same": false, "hit": false, "text": "1 EXHIBIT 10.2 Portions of this exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked \"[***]\" in this exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment. CO-BRANDING AGREEMENT This CO-BRANDING AGREEMENT (this \u2026" }, { "doc": "RaeSystemsInc_20001114_10-Q_EX-10.57_2631790_EX-10.57_Co-Branding Agreement", "same": false, "hit": false, "text": "SpinRecords.com Pages. SpinRecords.com shall brand the --------------------------- Source: RAE SYSTEMS INC, 10-Q, 11/14/2000 SpinRecords.com Pages with the NETTAXI Brand Features in the manner set forth in the Statement of Work. NETTAXI will provide electronic copies of the NETTAXI Brand Features upon SpinRecords.com's request. All Spinrecords.com Pages shall display appropriate intellectual property legends, \u2026" }, { "doc": "KUBIENT,INC_07_02_2020-EX-10.14-MASTER SERVICES AGREEMENT_Part2", "same": false, "hit": false, "text": "EXHIBIT 'B' This Exhibit B is entered into as of the 26th day of March 2020 by and between Kubient, Inc. (\"Kubient\"), and The Associated Press (\"Customer\"). This Exhibit is hereby incorporated into and made a part of the Master Services Agreement (the \"Agreement\") between the Parties (Effective Date: February 5, 2020). NATURE OF ENGAGEMENT: Customer has retained Kubient to help increase revenue from its consumer \u2026" }, { "doc": "DeltathreeInc_19991102_S-1A_EX-10.19_6227850_EX-10.19_Co-Branding Agreement_ Service Agreement", "same": false, "hit": false, "text": "this Agreement (the \"Term\"); provided, however, that PrimeCall may elect to terminate this Agreement, upon thirty (30) days' written notice, at any time from and after the time that collectively RSL Communications, Ltd. and/or its Affiliates holds less than fifty percent (50%) of the voting control of DeltaThree's outstanding shares. \"Affiliate\" as used in this Agreement shall mean any person directly or indirectly \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.0, "first": null, "passages": [ { "doc": "RaeSystemsInc_20001114_10-Q_EX-10.57_2631790_EX-10.57_Co-Branding Agreement", "same": false, "hit": false, "text": "SpinRecords.com Pages. SpinRecords.com shall brand the --------------------------- Source: RAE SYSTEMS INC, 10-Q, 11/14/2000 SpinRecords.com Pages with the NETTAXI Brand Features in the manner set forth in the Statement of Work. NETTAXI will provide electronic copies of the NETTAXI Brand Features upon SpinRecords.com's request. All Spinrecords.com Pages shall display appropriate intellectual property legends, \u2026" }, { "doc": "EmbarkComInc_19991008_S-1A_EX-10.10_6487661_EX-10.10_Co-Branding Agreement", "same": false, "hit": false, "text": "parties may agree upon. \"CONFIDENTIAL INFORMATION\" means information of either party (whether of a technical, business or other nature) which the other party knows or reasonably should know to be confidential or proprietary information of such party. \"INTELLECTUAL PROPERTY RIGHTS\" means any patent, copyright, rights in Trademarks, trade secret rights, moral rights and other intellectual property or proprietary \u2026" }, { "doc": "EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement", "same": false, "hit": false, "text": "on eDiets' premises or the premises of eDiets' third party web host. Effective one week from the 1 Launch Date, eDiets shall include a back button to the Women.com Site on all pages of the Diet Center beneath the Gateway Page. If at any time during the Term of this Agreement, eDiets reasonably believes that the inclusion of such back buttons has a material negative effect upon the rate at which users of the Diet \u2026" }, { "doc": "EdietsComInc_20001030_10QSB_EX-10.4_2606646_EX-10.4_Co-Branding Agreement", "same": false, "hit": false, "text": "and corporate and brand identification and indicia, including without limitation word marks, logos and other picture marks, phrases, jingles, composite marks, corporate, commercial and institutional images, product designations and identifications of eDiets, whether registered or not. 9.3 Usage. All uses by one party of the other party's Marks shall be in accordance with such quality control standards as the \u2026" }, { "doc": "EmbarkComInc_19991008_S-1A_EX-10.10_6487661_EX-10.10_Co-Branding Agreement", "same": false, "hit": false, "text": "to Section 2.4 [APPROVAL OF TRADEMARK USAGE], Snap hereby grants Sponsor a non-exclusive, nontransferable, royalty-free, worldwide license to (a) use, reproduce, publish, perform and display the Snap Marks and Snap Brand Features on the Sponsor Web Site in connection with the logo link contemplated by Section 2.l, and in connection with its promotional and marketing activities contemplated by Section 2.5 [PROMOTION \u2026" } ] } } }, { "qid": "volume-restriction-098", "category": "Volume Restriction", "matter": "Supply Agreement between Integra LifeSciences Corporation and PcoMed, LLC", "question": "Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "doc": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT", "answer": "Changes to the *** Run Fee based on increased capacity will be determined upon completion of the appropriate process validations. \u2026 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. \u2026 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 \u2026", "runs": { "bm25-256": { "recall@10": 1.0, "first": 4, "passages": [ { "doc": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "Exhibit 10.1 CERTAIN 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 THIS SUPPLY AGREEMENT (\"Agreement\") is entered into as of this 15th day of May, 2013 (the \"Effective Date\") by and between Integra \u2026" }, { "doc": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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. ATTACHMENT C NOTICE OF INITIAL ACCEPTANCE OF FIRST PRODUCT ORDER This Notice references the Agreement executed effective as of , 2013, by and between Integra LifeSciences Corporation (\"Integra\") and \u2026" }, { "doc": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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: Brian Larkin, President, Global Spine and Orthobiologics Integra LifeSciences Corporation 311 Enterprise Drive \u2026" }, { "doc": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT", "same": true, "hit": true, "text": "\u2026 gra 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. (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 \u2026" }, { "doc": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "capitalized terms, whether used in the singular or plural form, shall have the meanings set forth in this Section 1. 1.1. \"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\") \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 1.0, "first": 5, "passages": [ { "doc": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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. (c) Fee Adjustment. The \u2026" }, { "doc": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "capitalized terms, whether used in the singular or plural form, shall have the meanings set forth in this Section 1. 1.1. \"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\") \u2026" }, { "doc": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "and legal requirements. (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 \u2026" }, { "doc": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT", "same": true, "hit": false, "text": "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. 11.1. 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 \u2026" }, { "doc": "SEASPINEHOLDINGSCORP_10_10_2018-EX-10.1-SUPPLY AGREEMENT", "same": true, "hit": true, "text": "\u2026 gra 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. (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 \u2026" } ] } } }, { "qid": "volume-restriction-099", "category": "Volume Restriction", "matter": "Transportation Contract General Conditions between SOLANA PETROLEUM EXPLORATION COLOMBIA LIMITED and ECOPETROL S.A.", "question": "Is there a fee increase or consent requirement, etc. if one party\u2019s use of the product/services exceeds certain threshold?", "doc": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT", "answer": "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. \u2026 Contracted Capacity: means the Capacity of the Pipeline committed through Transportation Contracts.", "runs": { "bm25-256": { "recall@10": 0.5, "first": 1, "passages": [ { "doc": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT", "same": true, "hit": true, "text": "\u2026 O BE SHIPPED PRODUCT CHARACTERISTICS 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" }, { "doc": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT", "same": true, "hit": false, "text": "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. 3 CLAUSE EIGHTH BONDS 8.1 The SENDER may pay in advance the Service for the Contracted Capacity, in which case the corresponding \u2026" }, { "doc": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT", "same": true, "hit": false, "text": "commerce. 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. In case of any incongruity or differences between the general and particular conditions of the policy, the latter shall prevail. In case of any disputes or conflicts in connection with the interpretation, \u2026" }, { "doc": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT", "same": true, "hit": false, "text": "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 \u2026" } ] }, "hybrid-256-rerank-expand": { "recall@10": 0.5, "first": 10, "passages": [ { "doc": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT", "same": true, "hit": false, "text": "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. 3 CLAUSE EIGHTH BONDS 8.1 The SENDER may pay in advance the Service for the Contracted Capacity, in which case the corresponding \u2026" }, { "doc": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT", "same": true, "hit": false, "text": "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 \u2026" }, { "doc": "GRANTIERRAENERGYINC_05_07_2012-EX-10.6-TRANSPORTATION CONTRACT", "same": true, "hit": false, "text": "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 \u2026" } ] } } } ] }