CUAD — legal contract clause extraction
ranked by score ↓Source
Paste as source: in your trap.yaml
git+https://github.com/trapstreet/trapstreet-tasks@dd39d74f2401a4b690229ab1031d00618abc9e38#subdirectory=tasks/cuadShare
cuad
Real commercial contracts (SEC EDGAR material agreements) go in; the model must return the exact clause span for one of 41 clause types — or correctly say the clause is absent. See ATTRIBUTION.md (CUAD, CC BY 4.0) for provenance and license hygiene.
32 cases
Each case feeds files from inputs/<id>/ to the solution, expects files in expected/<id>/, and is scored by judge.py then aggregated by grader.py.
cases (32)
▸cuad_p01_anti_assignment[Anti-Assignment] present — DovaPharmaceuticalsInc
input
expected output
answer.json
{
"id": "cuad_p01_anti_assignment",
"type": "span_extraction",
"category": "Anti-Assignment",
"gold_present": true,
"gold_spans": [
"Any attempted assignment not in accordance with this Section 13.2 shall be void.",
"Except as provided in this Section 13.2, this Agreement may not be assigned or otherwise transferred, nor may any rights or obligations hereunder be assigned or transferred, by either Party, without the written consent of the other Party (such consent not to be unreasonably withheld); provided that a merger, sale of stock or comparable transaction shall not constitute an assignment.",
"Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).",
"In the event either Party desires to make such an assignment or other transfer of this Agreement or any rights or obligations hereunder, such Party shall deliver a written notice to the other Party requesting the other Party's written consent in accordance with this Section 13.2, and the other Party shall provide such Party written notice of its determination whether to provide such written consent within [***] following its receipt of such written notice from such Party."
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"Any attempted assignment not in accordance with this Section 13.2 shall be void.",
"Except as provided in this Section 13.2, this Agreement may not be assigned or otherwise transferred, nor may any rights or obligations hereunder be assigned or transferred, by either Party, without the written consent of the other Party (such consent not to be unreasonably withheld); provided that a merger, sale of stock or comparable transaction shall not constitute an assignment.",
"Except to Affiliates of Valeant, Valeant shall not subcontract the Valeant Activities with any Third Party (including any contract sales force).",
"In the event either Party desires to make such an assignment or other transfer of this Agreement or any rights or obligations hereunder, such Party shall deliver a written notice to the other Party requesting the other Party's written consent in accordance with this Section 13.2, and the other Party shall provide such Party written notice of its determination whether to provide such written consent within [***] following its receipt of such written notice from such Party."
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_p02_change_of_control[Change Of Control] present — DovaPharmaceuticalsInc
input
expected output
answer.json
{
"id": "cuad_p02_change_of_control",
"type": "span_extraction",
"category": "Change Of Control",
"gold_present": true,
"gold_spans": [
"Notwithstanding the foregoing, (a) either Party may, without the other Party's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate; and (b) Dova may assign this Agreement to a successor in interest in connection with the sale or other transfer of all or substantially all of Dova's assets or rights relating to the Product; provided that such assignee shall remain subject to all of the terms and conditions hereof in all respects and shall assume all obligations of Dova hereunder whether accruing before or after such assignment."
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"Notwithstanding the foregoing, (a) either Party may, without the other Party's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate; and (b) Dova may assign this Agreement to a successor in interest in connection with the sale or other transfer of all or substantially all of Dova's assets or rights relating to the Product; provided that such assignee shall remain subject to all of the terms and conditions hereof in all respects and shall assume all obligations of Dova hereunder whether accruing before or after such assignment."
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_p03_most_favored_nation[Most Favored Nation] present — AIRSPANNETWORKSINC
input
expected output
answer.json
{
"id": "cuad_p03_most_favored_nation",
"type": "span_extraction",
"category": "Most Favored Nation",
"gold_present": true,
"gold_spans": [
"Airspan warrants that during the term of this Agreement, the prices at which Airspan sells to Distributor products supplied under this Agreement shall be no less favorable to the Distributor than those prices at which Airspan sells, at substantially the same time in the United States, similar products and pursuant to similar terms and conditions as those by which Airspan sells Products to the Distributor under this Agreement."
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"Airspan warrants that during the term of this Agreement, the prices at which Airspan sells to Distributor products supplied under this Agreement shall be no less favorable to the Distributor than those prices at which Airspan sells, at substantially the same time in the United States, similar products and pursuant to similar terms and conditions as those by which Airspan sells Products to the Distributor under this Agreement."
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "AIRSPANNETWORKSINC_04_11_2000-EX-10.5-Distributor Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_p04_cap_on_liability[Cap On Liability] present — CENTRACKINTERNATIONALINC
input
question.txt
===== CONTRACT =====
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 term "Web site" shall mean a computer system intended to be accessed through the World Wide Web segment of the Internet, including software and content intended to be viewed and/or operated upon by persons accessing the computer system via the Internet. A Web site may exist on a single computer system with other Web sites.
The term "Hosted Site" shall mean the Web site of the Customer that is hosted by i-on under the terms and conditions of this Agreement.
The term "Hosting Computer" shall mean the computer system and related equipment on which the Hosted Site exists.
SERVICES PROVIDED TO THE CUSTOMER
i-on will maintain the operation of the Hosted Site continuously, twenty-four (24) hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or the Hosted Site. i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard Time on weekdays, or during weekends.
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. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;
3. physical space for the Hosting Computer at a facility that maintains proper environmental conditions in the area(s) where the Hosting Computer is located and maintains reasonable efforts to prevent unauthorized access to the physical location of the Hosting Computer;
4. an emergency electrical power backup system for the Hosting Computer;
5. up to 150 MB of mirrored computer storage on the Hosting Computer;
6. archival backups of such mirrored computer storage on a weekly basis; 2 7. off-site storage of such backups at separate facility than the location of the Hosting Computer;
8. use of the Microsoft Windows NT Server 4.0 or higher operating system software for the Hosting Computer and the Hosted Site;
9. use of the Microsoft Internet Information Service (IIS) 3.0 or higher Web server software for the Hosted Site (providing support for the HTTP Web protocol);
10. use of the Microsoft SQL Server 6.5 or higher database server software for the Hosted Site, within the boundaries of allocated computer storage, per #5 above;
11. access to the Hosted Site via the ftp protocol to an administrative account designated by the Customer for the Customer to maintain the Hosted Site's static content (such as HTML Web pages and computer graphics);
12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;
13. up to 1 hour per month of Web site administration services at no additional charge, limited to:
requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;
answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration.
Additional Web site administration services will be billed at $200 per hour.
14. a monthly report of user activity on the Hosted Site.
RESPONSIBILITIES OF THE CUSTOMER
The Customer is responsible for paying i-on the recurring monthly fee in the amount of $450. The Customer is responsible for paying the recurring monthly fees by the 5th day of each month beginning in April 1, 1999. The Customer acknowledges that failure to pay such fees in a timely manner will result in the interruption or discontinuation of services for the Hosted Site.
The Customer is solely responsible for all content on the Hosted Site, including but not limited to, HTML pages, graphics, sounds, animations, video clips, Java applets, client-site scripts such as JavaScript and VBScript features, ActiveX controls, and other files and/or executable components for use or download by the users of the Hosted Site, as well as the accuracy and validity of any information or data contained within, as well as the overall look-and-feel of the Hosted Site from a user's perspective. The Customer is solely responsible for the ongoing maintenance of such content. The Customer acknowledges that this Agreement is explicitly not an agreement for i-on to provide content creation or maintenance services for the Hosted Site.
The Customer is solely responsible for all customer support required by users of Hosted Site. In the case of a problem with the Hosted Site that is the responsibility of i-on according to this Agreement, the Customer shall directly notify i-on, which shall report the resolution of such problem directly to the Customer. If the problem of which i-on is notified is not a problem that is the responsibility of i-on according to this Agreement, the time spent by i-on relating to the incident will count towards the Customer's monthly allocation of Web administration services, and any additional time
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 explicitly not an agreement for i-on to provide "help desk" services to the users of the Hosted Site.
The Customer is solely responsible for all marketing and promotion of the Hosted Site and is solely responsible for generating traffic to the Hosted Site.
The Customer is solely responsible for the security of its administrator account(s) and respective password(s) for the Hosted Site, and is solely responsible for any loss of data or damage to the Hosted Site that arises out of any breach of such security.
The Customer is solely responsible for any and all advertising on the Hosted Site.
The Customer is responsible for any and all software programs, server-side scripts, and/or executable components that are installed on the Hosting Computer for the purpose of providing interactive applications or dynamic content on the Hosted Site. Any such programs, scripts, or components that might affect the stability of the Hosting Computer or interfere with other Web sites on the Hosting Computer must be approved by i-on before being installed on the Hosted Site, i-on reserves the right to deny the Customer permission to install any such programs, scripts, or components, to require additional fees for the installation and/or ongoing operation of any such programs, scripts, or components, or to remove any such programs, scripts, or components, if in i-on's sole discretion they will interfere with the operation of the Hosting Computer or exceed the Customer's monthly allocation of Web administration services.
CONDITIONS OF SERVICE
The Customer acknowledges that the Internet is an unreliable, unsecured, and error-prone network and agrees to hold i-on harmless for any interruptions in service to the Hosted Site or inability for users to reach or effectively use the Hosted Site that arises outside the scope of i-on's responsibilities as explicitly described in this Agreement.
The Customer acknowledges that data loss is a possibility, even with mirrored computer storage and archival backup of such storage as provided by i-on per this Agreement, and agrees to hold i-on harmless for any such data loss for the Hosted Site, provided that i-on maintains reasonable steps as described in this Agreement to protect against such data loss.
The Customer shall use i-on's resources in a manner that is clearly consistent with the purposes of the products and services offered. The Customer shall comply with applicable laws, standards, policies, and procedures. The Customer incurs the responsibility to determine what restrictions apply and to review the policies and procedures that will be updated continually. The customer is responsible to use the resources with sensitivity to the rights of others. Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's
services, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.
The Customer expressly agrees to use all of i-on's services only for lawful purposes. Transmission or storage of any information, data, or material in violation of United States or state regulation or law is prohibited, including but not limited to, material protected by copyright, trademark, trade secret, or any other statute.
TERM AND TERMINATION
The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof. 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 effective upon thirty (30) days' written notice. Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason whatsoever shall relieve the Customer of the obligation to pay all amounts due to i-on and to make such payments on a timely basis.
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 limited to one (1) month's fees and the remaining portion of any prepaid fees.
INDEMNIFICATION
The Customer agrees to indemnify and hold harmless i-on, against any lawsuits, claims, damages, or liabilities (or actions or proceedings in respect thereof) to which i-on may become subject related to or arising out of Customer's use of i-on's services, and will reimburse i-on for all legal and other expenses, including attorney's fees, incurred in connection with investigating, defending, or settling any such loss, claim, damage, liability, action, or proceeding whether or not in connection with pending or threatened litigation in which i-on is a party. The provisions of this Agreement relating to indemnification shall survive termination of the Customer's Hosted Site.
THIRD-PARTY SOFTWARE
i-on expressly assumes no responsibility of the proper operation or maintenance of any of the Centrack site software that we authored by Imaginet and/or other third parties.
MISCELLANEOUS
This Agreement constitutes the entire understanding and agreement between the parties hereto and supersedes any and all prior or contemporaneous representations, understandings, and agreements between the Customer and i-on with respect to the subject matter hereof, all of which are merged herein. The parties understand that work i-on does in the development and maintenance of Web content and applications for Centrack International is governed by separate agreement(s).
Nothing contained herein shall be deemed or construed to create a joint venture or partnership between the Customer and i-on. Neither party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other party. Neither party is granted any such right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party or to bind such other party in any manner.
No waiver of any provision of this Agreement or any rights or obligations of either party hereunder shall be effective, except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.
This Agreement was entered into in the State of Florida, and its validity, construction, interpretation, and legal effect shall be governed by the laws and judicial decisions of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida.
Neither the Customer nor i-on shall be deemed in default if its performance or obligations hereunder are delayed or become impossible or impractical by reason of any act of God, war,
5 fire, earthquake, labor dispute, sickness, accident, civil commotion, epidemic, act of government or government agency or offices, or any other cause beyond
such party's control.
IN WITNESS WHEREOF, the parties have executed this 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
===== QUESTION =====
Highlight the parts (if any) of this contract related to "Cap On Liability" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
Instructions:
- If the contract above contains such a clause, quote the EXACT text of the relevant span(s), verbatim.
- If the contract contains NO such clause, respond with exactly: NO CLAUSE FOUND
- Do not explain your reasoning. Output only the quoted span(s) or "NO CLAUSE FOUND".
expected output
answer.json
{
"id": "cuad_p04_cap_on_liability",
"type": "span_extraction",
"category": "Cap On Liability",
"gold_present": true,
"gold_spans": [
"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."
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"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."
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_p05_uncapped_liability[Uncapped Liability] present — DovaPharmaceuticalsInc
input
expected output
answer.json
{
"id": "cuad_p05_uncapped_liability",
"type": "span_extraction",
"category": "Uncapped Liability",
"gold_present": true,
"gold_spans": [
"THE FOREGOING SENTENCE SHALL NOT LIMIT (1) THE OBLIGATIONS OF EITHER PARTY TO INDEMNIFY THE OTHER PARTY FROM AND AGAINST THIRD PARTY CLAIMS UNDER SECTION 11.1 OR 11.2, AS APPLICABLE, OR (2) DAMAGES AVAILABLE FOR A PARTY'S BREACH OF THE CONFIDENTIALITY AND NON-USE OBLIGATIONS IN ARTICLE 9."
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"THE FOREGOING SENTENCE SHALL NOT LIMIT (1) THE OBLIGATIONS OF EITHER PARTY TO INDEMNIFY THE OTHER PARTY FROM AND AGAINST THIRD PARTY CLAIMS UNDER SECTION 11.1 OR 11.2, AS APPLICABLE, OR (2) DAMAGES AVAILABLE FOR A PARTY'S BREACH OF THE CONFIDENTIALITY AND NON-USE OBLIGATIONS IN ARTICLE 9."
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_p06_non_compete[Non-Compete] present — DovaPharmaceuticalsInc
input
expected output
answer.json
{
"id": "cuad_p06_non_compete",
"type": "span_extraction",
"category": "Non-Compete",
"gold_present": true,
"gold_spans": [
"[***], neither Valeant nor its Affiliates shall, directly or indirectly, [***] in the Territory other than the Product; provided that if the Agreement is terminated by Dova pursuant to [***], then any Tail Period shall be immediately terminated if either Valeant or any of its Affiliates, directly or indirectly, [***] in the Territory other than the Product during such Tail Period."
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"[***], neither Valeant nor its Affiliates shall, directly or indirectly, [***] in the Territory other than the Product; provided that if the Agreement is terminated by Dova pursuant to [***], then any Tail Period shall be immediately terminated if either Valeant or any of its Affiliates, directly or indirectly, [***] in the Territory other than the Product during such Tail Period."
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_p07_exclusivity[Exclusivity] present — DovaPharmaceuticalsInc
input
expected output
answer.json
{
"id": "cuad_p07_exclusivity",
"type": "span_extraction",
"category": "Exclusivity",
"gold_present": true,
"gold_spans": [
"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."
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"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."
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_p08_termination_for_convenience[Termination For Convenience] present — CENTRACKINTERNATIONALINC
input
question.txt
===== CONTRACT =====
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 term "Web site" shall mean a computer system intended to be accessed through the World Wide Web segment of the Internet, including software and content intended to be viewed and/or operated upon by persons accessing the computer system via the Internet. A Web site may exist on a single computer system with other Web sites.
The term "Hosted Site" shall mean the Web site of the Customer that is hosted by i-on under the terms and conditions of this Agreement.
The term "Hosting Computer" shall mean the computer system and related equipment on which the Hosted Site exists.
SERVICES PROVIDED TO THE CUSTOMER
i-on will maintain the operation of the Hosted Site continuously, twenty-four (24) hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or the Hosted Site. i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard Time on weekdays, or during weekends.
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. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;
3. physical space for the Hosting Computer at a facility that maintains proper environmental conditions in the area(s) where the Hosting Computer is located and maintains reasonable efforts to prevent unauthorized access to the physical location of the Hosting Computer;
4. an emergency electrical power backup system for the Hosting Computer;
5. up to 150 MB of mirrored computer storage on the Hosting Computer;
6. archival backups of such mirrored computer storage on a weekly basis; 2 7. off-site storage of such backups at separate facility than the location of the Hosting Computer;
8. use of the Microsoft Windows NT Server 4.0 or higher operating system software for the Hosting Computer and the Hosted Site;
9. use of the Microsoft Internet Information Service (IIS) 3.0 or higher Web server software for the Hosted Site (providing support for the HTTP Web protocol);
10. use of the Microsoft SQL Server 6.5 or higher database server software for the Hosted Site, within the boundaries of allocated computer storage, per #5 above;
11. access to the Hosted Site via the ftp protocol to an administrative account designated by the Customer for the Customer to maintain the Hosted Site's static content (such as HTML Web pages and computer graphics);
12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;
13. up to 1 hour per month of Web site administration services at no additional charge, limited to:
requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;
answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration.
Additional Web site administration services will be billed at $200 per hour.
14. a monthly report of user activity on the Hosted Site.
RESPONSIBILITIES OF THE CUSTOMER
The Customer is responsible for paying i-on the recurring monthly fee in the amount of $450. The Customer is responsible for paying the recurring monthly fees by the 5th day of each month beginning in April 1, 1999. The Customer acknowledges that failure to pay such fees in a timely manner will result in the interruption or discontinuation of services for the Hosted Site.
The Customer is solely responsible for all content on the Hosted Site, including but not limited to, HTML pages, graphics, sounds, animations, video clips, Java applets, client-site scripts such as JavaScript and VBScript features, ActiveX controls, and other files and/or executable components for use or download by the users of the Hosted Site, as well as the accuracy and validity of any information or data contained within, as well as the overall look-and-feel of the Hosted Site from a user's perspective. The Customer is solely responsible for the ongoing maintenance of such content. The Customer acknowledges that this Agreement is explicitly not an agreement for i-on to provide content creation or maintenance services for the Hosted Site.
The Customer is solely responsible for all customer support required by users of Hosted Site. In the case of a problem with the Hosted Site that is the responsibility of i-on according to this Agreement, the Customer shall directly notify i-on, which shall report the resolution of such problem directly to the Customer. If the problem of which i-on is notified is not a problem that is the responsibility of i-on according to this Agreement, the time spent by i-on relating to the incident will count towards the Customer's monthly allocation of Web administration services, and any additional time
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 explicitly not an agreement for i-on to provide "help desk" services to the users of the Hosted Site.
The Customer is solely responsible for all marketing and promotion of the Hosted Site and is solely responsible for generating traffic to the Hosted Site.
The Customer is solely responsible for the security of its administrator account(s) and respective password(s) for the Hosted Site, and is solely responsible for any loss of data or damage to the Hosted Site that arises out of any breach of such security.
The Customer is solely responsible for any and all advertising on the Hosted Site.
The Customer is responsible for any and all software programs, server-side scripts, and/or executable components that are installed on the Hosting Computer for the purpose of providing interactive applications or dynamic content on the Hosted Site. Any such programs, scripts, or components that might affect the stability of the Hosting Computer or interfere with other Web sites on the Hosting Computer must be approved by i-on before being installed on the Hosted Site, i-on reserves the right to deny the Customer permission to install any such programs, scripts, or components, to require additional fees for the installation and/or ongoing operation of any such programs, scripts, or components, or to remove any such programs, scripts, or components, if in i-on's sole discretion they will interfere with the operation of the Hosting Computer or exceed the Customer's monthly allocation of Web administration services.
CONDITIONS OF SERVICE
The Customer acknowledges that the Internet is an unreliable, unsecured, and error-prone network and agrees to hold i-on harmless for any interruptions in service to the Hosted Site or inability for users to reach or effectively use the Hosted Site that arises outside the scope of i-on's responsibilities as explicitly described in this Agreement.
The Customer acknowledges that data loss is a possibility, even with mirrored computer storage and archival backup of such storage as provided by i-on per this Agreement, and agrees to hold i-on harmless for any such data loss for the Hosted Site, provided that i-on maintains reasonable steps as described in this Agreement to protect against such data loss.
The Customer shall use i-on's resources in a manner that is clearly consistent with the purposes of the products and services offered. The Customer shall comply with applicable laws, standards, policies, and procedures. The Customer incurs the responsibility to determine what restrictions apply and to review the policies and procedures that will be updated continually. The customer is responsible to use the resources with sensitivity to the rights of others. Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's
services, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.
The Customer expressly agrees to use all of i-on's services only for lawful purposes. Transmission or storage of any information, data, or material in violation of United States or state regulation or law is prohibited, including but not limited to, material protected by copyright, trademark, trade secret, or any other statute.
TERM AND TERMINATION
The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof. 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 effective upon thirty (30) days' written notice. Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason whatsoever shall relieve the Customer of the obligation to pay all amounts due to i-on and to make such payments on a timely basis.
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 limited to one (1) month's fees and the remaining portion of any prepaid fees.
INDEMNIFICATION
The Customer agrees to indemnify and hold harmless i-on, against any lawsuits, claims, damages, or liabilities (or actions or proceedings in respect thereof) to which i-on may become subject related to or arising out of Customer's use of i-on's services, and will reimburse i-on for all legal and other expenses, including attorney's fees, incurred in connection with investigating, defending, or settling any such loss, claim, damage, liability, action, or proceeding whether or not in connection with pending or threatened litigation in which i-on is a party. The provisions of this Agreement relating to indemnification shall survive termination of the Customer's Hosted Site.
THIRD-PARTY SOFTWARE
i-on expressly assumes no responsibility of the proper operation or maintenance of any of the Centrack site software that we authored by Imaginet and/or other third parties.
MISCELLANEOUS
This Agreement constitutes the entire understanding and agreement between the parties hereto and supersedes any and all prior or contemporaneous representations, understandings, and agreements between the Customer and i-on with respect to the subject matter hereof, all of which are merged herein. The parties understand that work i-on does in the development and maintenance of Web content and applications for Centrack International is governed by separate agreement(s).
Nothing contained herein shall be deemed or construed to create a joint venture or partnership between the Customer and i-on. Neither party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other party. Neither party is granted any such right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party or to bind such other party in any manner.
No waiver of any provision of this Agreement or any rights or obligations of either party hereunder shall be effective, except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.
This Agreement was entered into in the State of Florida, and its validity, construction, interpretation, and legal effect shall be governed by the laws and judicial decisions of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida.
Neither the Customer nor i-on shall be deemed in default if its performance or obligations hereunder are delayed or become impossible or impractical by reason of any act of God, war,
5 fire, earthquake, labor dispute, sickness, accident, civil commotion, epidemic, act of government or government agency or offices, or any other cause beyond
such party's control.
IN WITNESS WHEREOF, the parties have executed this 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
===== QUESTION =====
Highlight the parts (if any) of this contract related to "Termination For Convenience" that should be reviewed by a lawyer. Details: Can a party terminate this contract without cause (solely by giving a notice and allowing a waiting period to expire)?
Instructions:
- If the contract above contains such a clause, quote the EXACT text of the relevant span(s), verbatim.
- If the contract contains NO such clause, respond with exactly: NO CLAUSE FOUND
- Do not explain your reasoning. Output only the quoted span(s) or "NO CLAUSE FOUND".
expected output
answer.json
{
"id": "cuad_p08_termination_for_convenience",
"type": "span_extraction",
"category": "Termination For Convenience",
"gold_present": true,
"gold_spans": [
"Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice."
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"Either party may terminate this Agreement without cause at any time effective upon thirty (30) days' written notice."
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_p09_rofr_rofo_rofn[Rofr/Rofo/Rofn] present — N2KINC
input
question.txt
===== CONTRACT =====
1 Exhibit 10.16
CONFIDENTIAL Portions of this Exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions, marked by [****], have been separately filed with the Commission.
SPONSORSHIP AGREEMENT
This agreement ("Agreement") is entered into as of the 23rd day of September, 1997 ("Effective Date"), by and between Excite, Inc., a California corporation, located at 555 Broadway, Redwood City, California 94063 ("Excite"), and N2K Inc., a Pennsylvania corporation, located at 55 Broad Street, 26th Floor, New York, New York, 10004 ("Sponsor").
RECITALS
A. Excite maintains a site on the Internet at http://www.excite.com (the "Excite Site") and owns and/or manages related Web Sites worldwide (collectively, the "Excite Network") which, among other things, allow users to search for and access content and other sites on the Internet.
B. Excite also maintains and/or manages certain Web pages which may be delivered to users via email, desktop "channels" or Internet "push" technologies (collectively, "Broadcast Pages") which may incorporate content supplied to Excite by third parties for the purpose of providing value to Excite users and providing access to the content, products and/or services of such third parties.
C. Sponsor is in the business of distributing certain online retail music merchandise and related content and maintains a Web site at http://www.musicblvd.com (the "Sponsor Site") and other Web sites through which it makes this merchandise and this content available to its users.
D. Sponsor wishes to be the exclusive retail store music sponsor of the Excite Site and the Excite Broadcast Pages, to distribute its music-related content through the Excite Site and the Excite Broadcast Pages and to promote its online retail music merchandise business to Excite.com users.
Therefore, the parties agree as follows:
1. EXCLUSIVITY, TERM AND RIGHT OF FIRST REFUSAL
a) Sponsor will be the exclusive retail music store sponsor of the Excite Site and the Excite Broadcast Pages. Excite will not permit the display of advertising banners, promotional buttons, promotional links or other promotional materials for any retail sale of Music Products on the Excite Site, except those Music Products offered by Sponsor, nor advertising by any other Retail Music Store. "Retail Music Store" shall mean any entity which is primarily engaged in the sale of Music Products at retail to consumers. "Music Products" 2 CONFIDENTIAL
shall mean pre-recorded music hard goods, digitally distributed music (except live and/or cybercast events), music books (to the extent this Agreement does not conflict with Excite's existing agreement with Amazon.com), music-related t-shirts and apparel, and music videos (except live and/or cybercast events).
Notwithstanding the foregoing, Excite may make available opportunities on the Excite Site to purchase Music Products from parties other than Sponsor if such Music Products are not available from Sponsor so long as, prior to entering into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor, Excite notifies Sponsor of its interest in the Music Products and gives Sponsor thirty (30) days to make the desired Music Products available through the Sponsor Site. Excite and Sponsor acknowledge that certain market opportunities may arise in which the desired Music Products must be made available on less than thirty (30) days advance notice and will work together in good faith to maximize those opportunities. In no event will Excite enter into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor that would prevent Sponsor from being the exclusive source of such Music Products on the Excite Site once the Music Products become available through Sponsor.
b) The term of this Agreement will begin on the Effective Date and will end on the second (2nd) anniversary of the Commencement Date. The "Commencement Date" means the date on which Excite commences delivery of Impressions (defined below). The parties anticipate the Commencement Date will be on or about October 15, 1997.
c) The parties' existing agreements regarding sponsorship of the WebCrawler Web site (http://webcrawler.com) and all of the existing advertising buys on the Excite Network will be terminated as of the Commencement Date. Excite will credit Sponsor in an amount equal to [****]. This credit will be
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 offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.
ii) Commencing not later than [****] prior to the expiration of the term of the Agreement, Excite will negotiate with Sponsor in good faith with respect to the terms and conditions under which this Agreement would be renewed. Excite will negotiate exclusively with Sponsor for the next [****] in good faith effort to negotiate and execute a written sponsorship renewal agreement. If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement. Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.
iii) In the event that Excite intends to enter into an agreement with a third party with respect to retail music store sponsorships of the Excite Site before the expiration of the term of the Agreement, Excite will deliver to Sponsor a written notice describing the relevant opportunity. Although Excite will not be required to disclose any information in violation of any nondisclosure agreement between Excite and any third party, the notice will include information sufficient to permit Sponsor to evaluate the requirements for meeting the competing offer for retail music store sponsorship of the Excite Site and to formulate a meaningful response. Sponsor will have [****] after receipt of such written notice to provide notice to Excite that it is prepared to enter into an agreement with Excite on the same terms and conditions as Excite proposes to accept from such third party. Excite and Sponsor will then promptly commence good faith negotiations to conclude the agreement.
iv) If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party, provided the terms and conditions of the agreement (if entered into within the subsequent ninety (90) days) are not less favorable to Excite than previously offered by Sponsor.
3 4 CONFIDENTIAL
2. IMPRESSIONS
a) "Impression" means any appearance of a link to the Sponsor Site whether graphic, text or any combination of graphic and text. More than one Impression may appear on a page, except, however, not more than three (3) Impressions per Channel page will count towards delivery of guaranteed Impressions and, of these 3 Impressions, at least two (2) will link to pages in the Sponsor Site offering Music Products; not more than two (2) Impressions per generic search results page will count towards delivery of guaranteed Impressions and, of these 2 Impressions, at least one (1) will link to pages in the Sponsor Site offering Music Products; and no more than one (1) Impression per specific search results page will count towards delivery of guaranteed Impressions. In all events, Excite will make a good faith effort to avoid duplicate Impressions on a single page, but in no event will more than one (1) Impression for the same artist on a Music Product page count towards delivery of guaranteed Impressions. For the purposes of this Agreement, "generic search results page" is an Excite Search results page displayed in response to a query concerning generic music topics and a "specific search results page" is an Excite Search results page displayed in response to a query concerning a specific music artist or specific album title.
b) Excite and Sponsor will work together in good faith to define mutually agreeable Impressions in the Excite Site designed to provide content of interest (defined below) to Excite users and/or promote the Sponsor Site, in numbers sufficient to meet the Impression guarantees stated in Section 3.
c) Excite and Sponsor will collaborate on the design, appearance, and placement (the "look and feel") of all Impressions. Excite
will have final approval over the look and feel of the promotional Impressions, which approval will not be unreasonably withheld.
3. IMPRESSION GUARANTEES
a) During the first year of the sponsorship following the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site.
b) During the second year of the sponsorship following the first anniversary of the Commencement Date, Excite will deliver not less than [****] Impressions on the Excite Site.
4 5 CONFIDENTIAL
c) Excite will report traffic, Impressions and click-thrus to Sponsor on a monthly basis.
4. CONTENT PROVIDED TO EXCITE
a) Sponsor will provide to Excite the content described in Exhibit A ("Content"), subject to the terms and conditions hereunder. Excite may incorporate music-related content on the Excite Site from parties other than Sponsor so long as any links in or associated with such third-party content relating to opportunities to purchase Music Products will link to pages in the Sponsor Site. Any Content which appears in the Excite Site will be accompanied by attribution or branding identifying Sponsor as the source of the Content and linking to the Sponsor Site.
b) Sponsor will ensure that the Content will at all times feature the full array of content and functionality as made generally available by Sponsor at the Sponsor Site and its related Web sites, through any other means of distribution of Sponsor's own branded service or through any other third-party relationship, where Sponsor controls the Content.
c) Sponsor and Excite will determine mutually agreeable methods for the transmission and incorporation of updates to the Content.
d) Excite will have sole control over the "look and feel" of the Excite Site and the Excite Network. Excite will have sole control over the content, composition, "look and feel" and distribution of the Broadcast Pages. Excite will have sole responsibility for providing, hosting and maintaining, at its expense, the Excite Network and for providing and delivering the Broadcast Pages and for integration of Content into the Broadcast Pages.
e) Sponsor will have sole responsibility for providing, at its expense, the Content to Excite.
5. THE CO-BRANDED AREA OF THE SPONSOR SITE AND DISTRIBUTION THROUGH THE EXCITE SITE AND THE BROADCAST PAGES
a) Sponsor will design and create Web pages ("Co-Branded Pages" or, collectively, the "Co-Branded Area") in the Sponsor Site incorporating music-related content to be mutually determined by the parties including but not limited to Content described in Exhibit A, subject to the terms and conditions hereunder. Each Co-Branded Page will display the name and/or brands of Sponsor and Excite.
5 6 CONFIDENTIAL
Sponsor and Excite will collaborate on the "look and feel" of the Co-Branded Pages including, but not limited to, the display, appearance and placement of the parties' respective names and/or brands and of advertising displayed on the Co-Branded Pages. Excite will have final approval over the "look and feel" of the Co-Branded Pages, which approval will not be unreasonably withheld.
b) The Co-Branded Area will reside completely on the Sponsor Site. Sponsor will have sole responsibility for providing and maintaining, at its expense, the Sponsor Site, the Co-Branded Area, the content displayed on the Co-Branded Site and any updates thereto.
c) Each Co-Branded Page will include one or more links to the Excite Site. Excite will supply Sponsor with the URLs for these links.
d) Excite may, upon fifteen (15) days prior notice to Sponsor, request reasonable revisions to the Co-Branded Area as needed to reflect changes that will not adversely affect Sponsor, such as changes to Excite's name and/or brand or changes to the URLs for the links to the Excite Site. Sponsor will use reasonable efforts to accommodate Excite's requested changes
within the fifteen (15) day period.
e) Excite may incorporate reasonable portions of the Content on the Excite Site. Each such display of the Content will count as an Impression, as defined in Section 2(a). Excite will provide links to the Co-Branded Area from any pages on the Excite Site on which the Content appears. In its discretion, Excite may elect to provide additional links to the Co-Branded Area from other locations on the Excite Network and/or Broadcast Pages.
f) Reasonable excerpts or portions of the Content may be incorporated into Broadcast Pages, at Excite's discretion. Excite will have sole control over of the content, composition, "look and feel" and distribution of the Broadcast Pages.
6. PROMOTIONS
a) Excite and Sponsor will work together in good faith to create promotions specifically for customers of the Co-Branded Area. Such joint promotions, when possible and where Sponsor controls any applicable rights, will include but not be limited to the following:
6 7 CONFIDENTIAL
- [****]
- [****]
- [****]
- [****]
- [****]
- [****]
- [****]
- [****]
- [****]
- [****]
b) Neither party will make any public statement, press release or other announcement relating to the terms of or existence of this Agreement without the prior written approval of the other. Notwithstanding the foregoing, Sponsor hereby grants to Excite the right to issue an initial press release, the timing and wording of which will be subject to Sponsor's reasonable approval, regarding the relationship between Excite and Sponsor.
7. SPONSORSHIP FEES AND TRANSACTION COMMISSIONS
a) [****] will be due to Excite on the Effective Date as compensation for Excite's costs of initiating access to the Excite Site, programming costs, set-up costs and other expenses associated with Excite's initiation of the links, placements, advertisements and promotions contemplated by the Agreement.
b) Sponsor will pay Excite [****] per year as compensation for being the exclusive online retail music store sponsor of the Excite Site.
7 8 CONFIDENTIAL
c) Sponsor will pay Excite [****] in the first year of the term of the Agreement as compensation for on-going programming, links, placements, advertisements and promotions contemplated by this Agreement.
d) Sponsor will pay Excite [****] in the second year of the term of the Agreement as compensation for on-going programming, links, placements, advertisements and promotions contemplated by this Agreement.
e) Sponsor will make payments to Excite according to the following schedule:
DATE PAYMENT ---- ------- Effective Date [****] Commencement Date [****] 12/31/97 [****]
1/1/98 [****] 4/1/98 [****] 7/1/98 [****] 10/1/98 [****] 1/1/99 [****] 4/1/99 [****] 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 measured at the end of every three months after the Commencement Date. This three-month Total Revenue amount will be compared to an amount equal to two (2) times the corresponding three-month share of the applicable sponsorship fee described in Sections 6(c) and 6(d) (each pro rata share a "Revenue Floor").
8 9 CONFIDENTIAL
iii) If the Total Revenue earned by Sponsor during the three-month period exceeds the total of the Revenue Floor applicable to the same three-month period, Sponsor will pay Excite [****] of the gross margin Sponsor realizes on the gross revenue amount equal to the excess of the Total Revenue over the Revenue Floor during the three-month period. iv) If the Total Revenue earned by Sponsor during the three-month period does not exceed the Revenue Floor applicable to the same three-month period, Sponsor will not be obligated to pay Excite any share of the gross revenue realized during the three-month period.
g) Payments of shared gross margin will be due to Excite within thirty (30) days of the end of each calendar quarter in which the revenue is recognized by Sponsor.
h) With each payment, Sponsor will provide to Excite documentation reasonably detailing the calculation of the payment.
i) Sponsor will maintain accurate records with respect to the calculation of all payments due under this Agreement. Excite may, upon no less than thirty (30) days prior written notice to Sponsor, cause an independent Certified Public Accountant to inspect the records of Sponsor reasonably related to the calculation of such payments during Sponsor's normal business hours. The fees charged by such Certified Public Accountant in connection with the inspection will be paid by Excite unless the payments made to Excite are determined to have been less than ninety percent (90%) of the payment owed to Excite, in which case Sponsor will be responsible for the payment of the reasonable fees for such inspection.
8. USER DATA AND USAGE REPORTS
a) All data concerning users and their behavior relating to the use of the Excite Site will be owned solely by Excite. Data relating to the use of Sponsor's Site (excluding users referred from the Excite Site) will be owned solely by Sponsor. Data relating to the use of the Co-Branded Pages will be jointly owned and shared by both parties.
b) All jointly owned and shared data will be held in confidence and will not be used except in accordance with reasonable guidelines to be mutually agreed upon by the parties.
9 10 CONFIDENTIAL
c) Sponsor and Excite will each provide the other via email usage reports containing the information set forth in Exhibit B ("Usage Reports"). Each Usage Report will cover a calendar month and will be delivered within fifteen (15) days following the end of the applicable month. The parties may, by mutual written agreement, alter the content of the Usage Reports.
d) SPONSOR AND EXCITE WILL USE REASONABLE EFFORTS TO ENSURE THE ACCURACY OF THE USAGE REPORTS BUT NEITHER PARTY WARRANTS THAT THE USAGE REPORTS WILL CONFORM TO ANY SPECIFICATIONS AT ANY GIVEN TIME. NEITHER PARTY WILL BE HELD LIABLE FOR ANY CLAIMS AS THEY RELATE TO SUCH USAGE REPORTS, EXCEPT TO THE EXTENT THAT SUCH USAGE REPORTS SERVE AS THE BASIS FOR PAYMENTS UNDER THIS AGREEMENT.
9. CONTENT OWNERSHIP AND LICENSE
a) Sponsor will retain all right, title and interest in and to the Content worldwide (including, but not limited to, ownership of all copyrights and other intellectual property rights therein). Subject to the terms and conditions of this Agreement, Sponsor hereby grants to Excite a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the Content in accordance with this Agreement and to sub-license the Content to Excite's wholly-owned subsidiaries or to joint ventures in which Excite participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement
b) Excite will retain all right, title, and interest in and to the Excite Site and the Excite Network and the Broadcast Pages worldwide (including, but not limited to, ownership of all copyrights, look and feel and other intellectual property rights therein).
10. TRADEMARK OWNERSHIP AND LICENSE
a) Sponsor will retain all right, title and interest in and to its trademarks, service marks and trade names worldwide, subject to the limited license granted to Excite hereunder.
b) Excite will retain all right, title and interest in and to its trademarks, service marks and trade names worldwide, subject to the limited license granted to Sponsor hereunder.
10 11 CONFIDENTIAL
c) Each party hereby grants to the other a non-exclusive, limited license to use its trademarks, service marks or trade names only as specifically described in this Agreement. All such use shall be in accordance with each party's reasonable policies regarding advertising and trademark usage as established from time to time.
d) Upon the expiration or termination of this Agreement, each party will cease using the trademarks, service marks and/or trade names of the other except:
i) As the parties may agree in writing; or
ii) To the extent permitted by applicable law.
11. TERMINATION a) If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the first year, Excite will use commercially reasonable efforts to "make good" the shortfall. If Excite fails to "make good" the shortfall within [****] following the first year end, Sponsor may terminate the Agreement in accordance with Section 11 (b).
b) If Excite fails to deliver the guaranteed number of Impressions on the Excite Site during the second year, Excite will use commercially reasonable efforts to "make good" the shortfall within [****] following the second year end. However, the term of this Agreement will continue until Excite has made good the guaranteed number of Impressions on the Excite Site. Sponsor will not be obligated to make sponsorship, advertising or exclusivity payments to Excite during the "make good" period after the second year of the Agreement, but Sponsor will continue to make revenue sharing payments as described in Section 7(e). For the purposes of the calculation of revenue sharing during this "make good" period only, the "Revenue Floor" from the last quarter of the second year of the term of the Agreement will apply. c) Either party may terminate this Agreement if the other party materially breaches its obligations hereunder and such breach remains uncured for thirty (30) days following the notice to the breaching party of the breach, with the following exceptions:
i) Excite will promptly notify Sponsor of any errors, failures or outages of the Content. Sponsor will promptly notify Excite of any errors, failures or outages of the Co-Branded Area.
11 12 CONFIDENTIAL
Sponsor will take all reasonable measures to correct any such errors or outages as soon as reasonably possible. In the event of three or more errors, failures or outages of the Content or the Co-Branded Area in any thirty (30) day period, Excite may elect to terminate this Agreement upon fifteen days written notice to Sponsor, unless Sponsor demonstrates to Excite's reasonable satisfaction before the
expiration of the fifteen (15) day notice period that the cause(s) of the errors, failures or outages have been corrected; or
ii) Sponsor will ensure that the Content will at all times be at least substantially similar to any other source of comparable topical content available on the Internet in terms of the following factors, taken as a whole: (i) breadth and depth of coverage, (ii) timeliness of content updates and (iii) reputation and ranking based on a cross-section of third party reviewers in terms of features, functionality, quality and other qualitative factors. In the event that Sponsor fails to meet these quality criteria, Excite may terminate this agreement on thirty (30) days written notice and enter into an other arrangements for the acquisition of similar content, unless Sponsor demonstrates to Excite's reasonable satisfaction before the expiration of the thirty (30) day notice period that the deficiencies in the Content have been corrected.
d) All payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof.
e) The provisions of Section 12 (Confidentiality), Section 13 (Warranty and Indemnity), Section 14 (Limitation of Liability) and Section 15 (Dispute Resolution) will survive any termination or expiration of this Agreement.
12. CONFIDENTIALITY
12 13 CONFIDENTIAL
a) For the purposes of this Agreement, "Confidential Information" means information about the disclosing party's (or its suppliers') business or activities that is proprietary and confidential, which shall include all business, financial, technical and other information of a party marked or designated by such party as "confidential" or "proprietary"; or information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential.
b) Confidential Information will not include information that (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation or (iii) the receiving party knew prior to receiving such information from the disclosing party or develops independently.
c) Each party agrees (i) that it will not disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.
d) Notwithstanding the foregoing, each party may disclose Confidential Information (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law or (ii) on a "need-to-know" basis under an obligation of confidentiality to its legal counsel, accountants, banks and other financing sources and their advisors.
e) The information contained in the Usage Reports provided by each party hereunder will be deemed to be the Confidential Information of the disclosing party.
f) The terms and conditions of this Agreement will be deemed to be the Confidential Information of each party and will not be disclosed without the written consent of the other party.
13. WARRANTY AND INDEMNITY
13 14 CONFIDENTIAL
a) Sponsor warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any and all content provided to Excite or made available to third parties in connection with this Agreement.
b) Sponsor warrants that the Content will comply with the description and technical specifications contained in Exhibit A.
c) Excite will indemnify, defend and hold harmless Sponsor, its
affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from the breach of any warranty, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim.
d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from:
i) The breach of any warranty, representation or covenant in this Agreement; or
ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content.
Excite will promptly notify Sponsor of any and all such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or
14 15 CONFIDENTIAL
delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim.
e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.
14. LIMITATION OF LIABILITY
EXCEPT UNDER SECTION 13(c) and (d), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF EXCITE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS ACTUALLY PAID BY SPONSOR TO EXCITE HEREUNDER.
15. DISPUTE RESOLUTION
a) The parties agree that any breach of either of the parties' obligations regarding trademarks, service marks or trade names and/or confidentiality would result in irreparable injury for which there is no adequate remedy at law. Therefore, in the event of any breach or threatened breach of a party's obligations regarding trademarks, service marks or trade names or confidentiality, the aggrieved party will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction.
b) In the event of disputes between the parties arising from or concerning in any manner the subject matter of this Agreement, other than disputes arising from or concerning trademarks, service marks or trade names and/or confidentiality, the parties will first attempt to resolve the dispute(s) through good faith negotiation. In the event that the dispute(s) cannot be resolved through good faith negotiation, the parties will refer the dispute(s) to a mutually acceptable mediator.
15 16 CONFIDENTIAL
c) In the event that disputes between the parties arising from or concerning in any manner the subject matter of this Agreement, other than disputes arising from or concerning trademarks,
service marks or trade names and/or confidentiality, cannot be resolved through good faith negotiation and mediation, the parties will refer the dispute(s) to the American Arbitration Association for resolution through binding arbitration by a single arbitrator pursuant to the American Arbitration Association's rules applicable to commercial disputes.
16. GENERAL
a) Assignment. Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with (i) a merger, reorganization or sale of all, or substantially all, of such party's assets or (ii) either party's assignment and/or delegation of its rights and responsibilities hereunder to a wholly-owned subsidiary or joint venture in which such party holds a controlling interest. Any attempt to assign this Agreement other than as permitted above will be null and void.
b) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York
c) Notice. Any notice under this Agreement will be in writing and delivered by personal delivery, express courier, confirmed facsimile, confirmed email or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, one (1) day after deposit with express courier, upon confirmation of receipt of facsimile or email or five (5) days after deposit in the mail. Notices will be sent to a party at its address set forth below or such other address as that party may specify in writing pursuant to this Section.
d) No Agency. The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency or joint venture.
e) Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including,
16 17 CONFIDENTIAL
but not limited to, acts of God, power outages and governmental restrictions.
f) Severability. In the event that any of the provisions of this Agreement are held by to be unenforceable by a court or arbitrator, the remaining portions of the Agreement will remain in full force and effect.
g) Entire Agreement. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
N2K Inc. Excite, Inc. By: /s/ Jonathan Diamond By: /s/ George Bell -------------------------- ------------------------ Name: Jonathan Diamond Name: George Bell -------------------------- ------------------------ Title: Vice Chairman Title: Pres. and CEO -------------------------- ------------------------ Date: 9/23/97 Date: 9/23/97 -------------------------- ------------------------
55 Broad Street, 26th Floor 555 Broadway New York, New York, 10004 Redwood City, California 94063 415.568.6000 (voice) 415.568.6030 (fax)
17 18 CONFIDENTIAL
EXHIBIT A
CONTENT DESCRIPTION AND TECHNICAL SPECIFICATIONS
FOR THE CONTENT
Sponsor content shall be defined as any or all content and services controlled by N2K available via the main Music Boulevard site (http://www.musicblvd.com), the Music Store. In addition, Excite reserves the right to draw upon the editorial content controlled by N2K and available via N2K's network of music-related sites including, but not limited to the following:
Music News AllStar Mag - www.allstarmag.com
Labels N2K record label, N2K Encoded Music - www.n2kencodedmusic.com
Music Genre Sites Classical Insites - www.classicalinsites.com Leonard Bernstein - www.leonardbernstein.com Rocktropolis - www.rocktropolis.com Jazz Central Station - www.jazzcentralstation.com
N2K will make good faith efforts to assist Excite in obtaining access to music-related content under the control of third parties with which N2K has existing relationships.
18 19 CONFIDENTIAL
EXHIBIT B
USAGE REPORTS
===== QUESTION =====
Highlight the parts (if any) of this contract related to "Rofr/Rofo/Rofn" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?
Instructions:
- If the contract above contains such a clause, quote the EXACT text of the relevant span(s), verbatim.
- If the contract contains NO such clause, respond with exactly: NO CLAUSE FOUND
- Do not explain your reasoning. Output only the quoted span(s) or "NO CLAUSE FOUND".
expected output
answer.json
{
"id": "cuad_p09_rofr_rofo_rofn",
"type": "span_extraction",
"category": "Rofr/Rofo/Rofn",
"gold_present": true,
"gold_spans": [
"Excite will negotiate exclusively with Sponsor for the next [****] in good faith effort to negotiate and execute a written sponsorship renewal agreement.",
"Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.",
"If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement. Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.",
"Although Excite will not be required to disclose any information in violation of any nondisclosure agreement between Excite and any third party, the notice will include information sufficient to permit Sponsor to evaluate the requirements for meeting the competing offer for retail music store sponsorship of the Excite Site and to formulate a meaningful response.",
"In the event that Excite intends to enter into an agreement with a third party with respect to retail music store sponsorships of the Excite Site before the expiration of the term of the Agreement, Excite will deliver to Sponsor a written notice describing the relevant opportunity.",
"Sponsor will have [****] after receipt of such written notice to provide notice to Excite that it is prepared to enter into an agreement with Excite on the same terms and conditions as Excite proposes to accept from such third party.",
"If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party, provided the terms and conditions of the agreement (if entered into within the subsequent ninety (90) days) are not less favorable to Excite than previously offered by Sponsor.",
"Excite will offer Sponsor the right of first refusal to negotiate with Excite for renewal of this sponsorship.",
"Commencing not later than [****] prior to the expiration of the term of the Agreement, Excite will negotiate with Sponsor in good faith with respect to the terms and conditions under which this Agreement would be renewed.",
"Notwithstanding the foregoing, Excite may make available opportunities on the Excite Site to purchase Music Products from parties other than Sponsor if such Music Products are not available from Sponsor so long as, prior to entering into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor, Excite notifies Sponsor of its interest in the Music Products and gives Sponsor thirty (30) days to make the desired Music Products available through the Sponsor Site."
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"Excite will negotiate exclusively with Sponsor for the next [****] in good faith effort to negotiate and execute a written sponsorship renewal agreement.",
"Excite will not propose, solicit or negotiate offers from entities other than Sponsor for any retail music store sponsorships of the Excite Site, if at all, until [****] prior to the expiration of the term of this Agreement.",
"If, [****] prior to the expiration of the term of the Agreement, the parties have not entered into a written sponsorship renewal agreement. Excite may enter into negotiations with any third party with respect to retail music store sponsorships of the Excite Site.",
"Although Excite will not be required to disclose any information in violation of any nondisclosure agreement between Excite and any third party, the notice will include information sufficient to permit Sponsor to evaluate the requirements for meeting the competing offer for retail music store sponsorship of the Excite Site and to formulate a meaningful response.",
"In the event that Excite intends to enter into an agreement with a third party with respect to retail music store sponsorships of the Excite Site before the expiration of the term of the Agreement, Excite will deliver to Sponsor a written notice describing the relevant opportunity.",
"Sponsor will have [****] after receipt of such written notice to provide notice to Excite that it is prepared to enter into an agreement with Excite on the same terms and conditions as Excite proposes to accept from such third party.",
"If Sponsor rejects said offer or fails to notify Excite of its acceptance within the [****] period, Excite shall have the right thereafter to enter into the agreement with such third party, provided the terms and conditions of the agreement (if entered into within the subsequent ninety (90) days) are not less favorable to Excite than previously offered by Sponsor.",
"Excite will offer Sponsor the right of first refusal to negotiate with Excite for renewal of this sponsorship.",
"Commencing not later than [****] prior to the expiration of the term of the Agreement, Excite will negotiate with Sponsor in good faith with respect to the terms and conditions under which this Agreement would be renewed.",
"Notwithstanding the foregoing, Excite may make available opportunities on the Excite Site to purchase Music Products from parties other than Sponsor if such Music Products are not available from Sponsor so long as, prior to entering into arrangements to make available opportunities to purchase Music Products from parties other than Sponsor, Excite notifies Sponsor of its interest in the Music Products and gives Sponsor thirty (30) days to make the desired Music Products available through the Sponsor Site."
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "N2KINC_10_16_1997-EX-10.16-SPONSORSHIP AGREEMENT",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_p10_revenue_profit_sharing[Revenue/Profit Sharing] present — DovaPharmaceuticalsInc
input
expected output
answer.json
{
"id": "cuad_p10_revenue_profit_sharing",
"type": "span_extraction",
"category": "Revenue/Profit Sharing",
"gold_present": true,
"gold_spans": [
"If the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for such Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].",
"Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;\n\n(b) For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; and\n\n(c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales.",
"If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***]."
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"If the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for such Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].",
"Commencing with the Calendar Quarter commencing on October 1, 2018, as consideration for the Valeant Activities performed by Valeant, Dova shall pay Valeant a promotion fee based on annual Net Sales during the Term, calculated as follows:\n\n(a) For any portion of Net Sales up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales;\n\n(b) For any portion of Net Sales in excess of [***] and up to and equal [***] in a Calendar Year, an amount equal to [***] of such portion of Net Sales; and\n\n(c) For any portion of Net Sales in excess of [***] in a Calendar Year, [***] of such portion of Net Sales.",
"If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***]."
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_p11_minimum_commitment[Minimum Commitment] present — DovaPharmaceuticalsInc
input
expected output
answer.json
{
"id": "cuad_p11_minimum_commitment",
"type": "span_extraction",
"category": "Minimum Commitment",
"gold_present": true,
"gold_spans": [
"Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory.",
"If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].",
"A Party shall have the right to terminate this Agreement before the end of the Term as follows:",
"12.2.3 by Dova if the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for [***] consecutive Calendar Quarters, upon [***] written notice to Valeant, such notice to be delivered no less than [***] following the end of the last consecutive Calendar Quarter in which the actual Details are less than the Quarterly Minimum Details;",
"If the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for such Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***]."
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"Without limiting the generality of the foregoing, [***]) and continuing throughout the remainder of the Term, Valeant shall maintain at least one hundred (100) Sales Representatives with responsibility to Detail the Product in the Specialty in the Territory.",
"If the Quarterly Average Sales Force Size is less than [***] Sales Representatives for an applicable Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***].",
"A Party shall have the right to terminate this Agreement before the end of the Term as follows:",
"12.2.3 by Dova if the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for [***] consecutive Calendar Quarters, upon [***] written notice to Valeant, such notice to be delivered no less than [***] following the end of the last consecutive Calendar Quarter in which the actual Details are less than the Quarterly Minimum Details;",
"If the aggregate actual number of Details for the Product made by the Sales Representatives for a Calendar Quarter is less than the Quarterly Minimum Details for such Calendar Quarter, then in calculating the promotion fee due under Section 6.1.1, the Applicable Percentage for such Calendar Quarter shall be reduced to a new percentage equal to [***]."
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_p12_audit_rights[Audit Rights] present — DovaPharmaceuticalsInc
input
expected output
answer.json
{
"id": "cuad_p12_audit_rights",
"type": "span_extraction",
"category": "Audit Rights",
"gold_present": true,
"gold_spans": [
"Dova shall bear the out-of-pocket costs and expenses incurred by the Parties in connection with any such inspection or audit, unless the audit shows an undisputed over- payment for that audited period in excess of [***] of the amounts properly determined, in which case, Valeant shall reimburse Dova for its audit fees and reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be due and payable within [***] of receiving appropriate invoices and other support for such audit-related costs.",
"Valeant shall have the right, at its own expense, during normal business hours and upon reasonable prior notice, through certified public accounting firm or other auditor selected by Valeant and reasonably acceptable to Dova and upon execution of a confidentiality agreement reasonably satisfactory to Dova in form and substance, to inspect and audit the applicable records and books maintained by Dova for purposes of verifying Dova's payment obligations within this Agreement, including the applicable records and books of account maintained by Dova, or any Affiliate, as applicable, with respect to Net Sales in order to confirm the accuracy and completeness of such records and books of account and all payments hereunder; provided, however, that (i) such examination shall not take place more often than once per every twelve (12) months during the Term and once during the one (1) year period following the end of the Term, and (ii) such examination shall not cover a period of time that has previously been audited; provided that Valeant shall have the right to conduct additional \"for cause\" audits to the extent necessary to address significant problems relating to Dova's payment obligations hereunder.",
"Where necessary, on reasonable request, Dova's audit rights shall include interviewing Sales Representatives and other employees of Valeant.",
"Dova shall have the right, at its own expense, during normal business hours and upon reasonable prior notice, through a certified public accounting firm or other auditor selected by Dova and reasonably acceptable to Valeant and upon execution of a confidentiality agreement reasonably satisfactory to Valeant in form and substance, to inspect and audit the applicable records and books maintained by Valeant relating to the Valeant Activities for purposes of verifying Valeant's compliance with the terms of this Agreement, provided that (i) such examination shall not take place more often than once per every twelve (12) months during the Term and once during the one (1) year period following the end of the Term, and (ii) such examination shall not cover a period of time that has previously been audited; provided that Dova shall have the right to conduct additional \"for cause\" audits to the extent necessary to address significant compliance problems relating to Valeant's obligations hereunder or in response to any inquiry, inspection, investigation or other requirements of a Government Authority in the Territory relating to the Valeant Activities.",
"Valeant shall bear the out-of-pocket costs and expenses incurred by the Parties in connection with any such inspection or audit, unless the audit shows an undisputed under-reporting or underpayment for that audited period in excess of [***] of the amounts properly determined, in which case, Dova shall reimburse Valeant for its audit fees and reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be due and payable within [***] of receiving appropriate invoices and other support for such audit-related costs."
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"Dova shall bear the out-of-pocket costs and expenses incurred by the Parties in connection with any such inspection or audit, unless the audit shows an undisputed over- payment for that audited period in excess of [***] of the amounts properly determined, in which case, Valeant shall reimburse Dova for its audit fees and reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be due and payable within [***] of receiving appropriate invoices and other support for such audit-related costs.",
"Valeant shall have the right, at its own expense, during normal business hours and upon reasonable prior notice, through certified public accounting firm or other auditor selected by Valeant and reasonably acceptable to Dova and upon execution of a confidentiality agreement reasonably satisfactory to Dova in form and substance, to inspect and audit the applicable records and books maintained by Dova for purposes of verifying Dova's payment obligations within this Agreement, including the applicable records and books of account maintained by Dova, or any Affiliate, as applicable, with respect to Net Sales in order to confirm the accuracy and completeness of such records and books of account and all payments hereunder; provided, however, that (i) such examination shall not take place more often than once per every twelve (12) months during the Term and once during the one (1) year period following the end of the Term, and (ii) such examination shall not cover a period of time that has previously been audited; provided that Valeant shall have the right to conduct additional \"for cause\" audits to the extent necessary to address significant problems relating to Dova's payment obligations hereunder.",
"Where necessary, on reasonable request, Dova's audit rights shall include interviewing Sales Representatives and other employees of Valeant.",
"Dova shall have the right, at its own expense, during normal business hours and upon reasonable prior notice, through a certified public accounting firm or other auditor selected by Dova and reasonably acceptable to Valeant and upon execution of a confidentiality agreement reasonably satisfactory to Valeant in form and substance, to inspect and audit the applicable records and books maintained by Valeant relating to the Valeant Activities for purposes of verifying Valeant's compliance with the terms of this Agreement, provided that (i) such examination shall not take place more often than once per every twelve (12) months during the Term and once during the one (1) year period following the end of the Term, and (ii) such examination shall not cover a period of time that has previously been audited; provided that Dova shall have the right to conduct additional \"for cause\" audits to the extent necessary to address significant compliance problems relating to Valeant's obligations hereunder or in response to any inquiry, inspection, investigation or other requirements of a Government Authority in the Territory relating to the Valeant Activities.",
"Valeant shall bear the out-of-pocket costs and expenses incurred by the Parties in connection with any such inspection or audit, unless the audit shows an undisputed under-reporting or underpayment for that audited period in excess of [***] of the amounts properly determined, in which case, Dova shall reimburse Valeant for its audit fees and reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be due and payable within [***] of receiving appropriate invoices and other support for such audit-related costs."
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_p13_ip_ownership_assignment[Ip Ownership Assignment] present — DovaPharmaceuticalsInc
input
expected output
answer.json
{
"id": "cuad_p13_ip_ownership_assignment",
"type": "span_extraction",
"category": "Ip Ownership Assignment",
"gold_present": true,
"gold_spans": [
"The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova.",
"Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention.",
"As between the Parties, Dova shall own all right, title and interest in and to any Product Materials (and all content contained therein) and any Product Labeling (and all content contained therein), including applicable copyrights and trademarks (other than any name, trademark, trade name or logo of Valeant or its Affiliates that may appear on such Product materials or Product Labeling), and to the extent Valeant (or any of its Affiliates) obtains or otherwise has a claim to any of the foregoing, Valeant hereby assigns (and shall cause any applicable Affiliate to assign) all of its right, title and interest in and to such Product Materials (and content) and Product Labeling (and content) (other than any name, trademark, trade name or logo of Valeant or its Affiliates that may appear on such Product materials or Product Labeling) to Dova and Valeant agrees to (and shall cause its applicable Affiliate to) execute all documents and take all actions as are reasonably requested by Dova to vest title to such Product Materials (and content) and Product Labeling (and content) in Dova (or its designated Affiliate)."
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"The ownership, and all goodwill from the use, of any Dova Trademarks and Copyrights shall at all times vest in and inure to the benefit of Dova, and Valeant shall assign, and hereby does assign, any rights it may have in the foregoing to Dova.",
"Valeant agrees to assign, and hereby does assign, to Dova (and shall cause its Affiliates and its and their respective employees and other representatives to assign to Dova) any and all right, title and interest that Valeant (or any such Affiliates, employees or other representatives) may have in or to any Invention.",
"As between the Parties, Dova shall own all right, title and interest in and to any Product Materials (and all content contained therein) and any Product Labeling (and all content contained therein), including applicable copyrights and trademarks (other than any name, trademark, trade name or logo of Valeant or its Affiliates that may appear on such Product materials or Product Labeling), and to the extent Valeant (or any of its Affiliates) obtains or otherwise has a claim to any of the foregoing, Valeant hereby assigns (and shall cause any applicable Affiliate to assign) all of its right, title and interest in and to such Product Materials (and content) and Product Labeling (and content) (other than any name, trademark, trade name or logo of Valeant or its Affiliates that may appear on such Product materials or Product Labeling) to Dova and Valeant agrees to (and shall cause its applicable Affiliate to) execute all documents and take all actions as are reasonably requested by Dova to vest title to such Product Materials (and content) and Product Labeling (and content) in Dova (or its designated Affiliate)."
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_p14_joint_ip_ownership[Joint Ip Ownership] present — PACIRA PHARMACEUTICALS, INC. - A
input
expected output
answer.json
{
"id": "cuad_p14_joint_ip_ownership",
"type": "span_extraction",
"category": "Joint Ip Ownership",
"gold_present": true,
"gold_spans": [
"Joint Improvements shall be owned jointly by the Parties, and PPI's interest therein shall be licensed to EKR hereunder."
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"Joint Improvements shall be owned jointly by the Parties, and PPI's interest therein shall be licensed to EKR hereunder."
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "PACIRA PHARMACEUTICALS, INC. - A_R STRATEGIC LICENSING, DISTRIBUTION AND MARKETING AGREEMENT ",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_p15_license_grant[License Grant] present — DovaPharmaceuticalsInc
input
expected output
answer.json
{
"id": "cuad_p15_license_grant",
"type": "span_extraction",
"category": "License Grant",
"gold_present": true,
"gold_spans": [
"Valeant shall have the non-exclusive right to use the Dova Trademarks and Copyrights solely on Product Materials in order to perform the Valeant Activities and solely in accordance with the terms and conditions of this Agreement.",
"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.",
"[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory."
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"Valeant shall have the non-exclusive right to use the Dova Trademarks and Copyrights solely on Product Materials in order to perform the Valeant Activities and solely in accordance with the terms and conditions of this Agreement.",
"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.",
"[***], Valeant hereby grants to Dova a fully paid-up, royalty free, non-transferable, non- exclusive license (with a limited right to sub-license to its Affiliates) to any Valeant Property that appears on, embodied on or contained in the Product materials or Product Labeling solely for use in connection with Dova's promotion or other commercialization of the Product in the Territory."
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_p16_liquidated_damages[Liquidated Damages] present — DovaPharmaceuticalsInc
input
expected output
answer.json
{
"id": "cuad_p16_liquidated_damages",
"type": "span_extraction",
"category": "Liquidated Damages",
"gold_present": true,
"gold_spans": [
"Solely in the event that Dova has terminated this Agreement pursuant to Section 12.3.1 and notwithstanding anything else herein, in consideration of the promotion services performed by Valeant during the Term, with respect to the Tail Period, Dova shall make payments to Valeant in an amount equal to [***] of the amounts that would have been payable by Dova to Valeant with respect to such Tail Period pursuant to Section 6.1 had the Agreement not been so terminated."
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"Solely in the event that Dova has terminated this Agreement pursuant to Section 12.3.1 and notwithstanding anything else herein, in consideration of the promotion services performed by Valeant during the Term, with respect to the Tail Period, Dova shall make payments to Valeant in an amount equal to [***] of the amounts that would have been payable by Dova to Valeant with respect to such Tail Period pursuant to Section 6.1 had the Agreement not been so terminated."
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "DovaPharmaceuticalsInc_20181108_10-Q_EX-10.2_11414857_EX-10.2_Promotion Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_p17_effective_date[Effective Date] present — CENTRACKINTERNATIONALINC
input
question.txt
===== CONTRACT =====
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 term "Web site" shall mean a computer system intended to be accessed through the World Wide Web segment of the Internet, including software and content intended to be viewed and/or operated upon by persons accessing the computer system via the Internet. A Web site may exist on a single computer system with other Web sites.
The term "Hosted Site" shall mean the Web site of the Customer that is hosted by i-on under the terms and conditions of this Agreement.
The term "Hosting Computer" shall mean the computer system and related equipment on which the Hosted Site exists.
SERVICES PROVIDED TO THE CUSTOMER
i-on will maintain the operation of the Hosted Site continuously, twenty-four (24) hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or the Hosted Site. i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard Time on weekdays, or during weekends.
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. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;
3. physical space for the Hosting Computer at a facility that maintains proper environmental conditions in the area(s) where the Hosting Computer is located and maintains reasonable efforts to prevent unauthorized access to the physical location of the Hosting Computer;
4. an emergency electrical power backup system for the Hosting Computer;
5. up to 150 MB of mirrored computer storage on the Hosting Computer;
6. archival backups of such mirrored computer storage on a weekly basis; 2 7. off-site storage of such backups at separate facility than the location of the Hosting Computer;
8. use of the Microsoft Windows NT Server 4.0 or higher operating system software for the Hosting Computer and the Hosted Site;
9. use of the Microsoft Internet Information Service (IIS) 3.0 or higher Web server software for the Hosted Site (providing support for the HTTP Web protocol);
10. use of the Microsoft SQL Server 6.5 or higher database server software for the Hosted Site, within the boundaries of allocated computer storage, per #5 above;
11. access to the Hosted Site via the ftp protocol to an administrative account designated by the Customer for the Customer to maintain the Hosted Site's static content (such as HTML Web pages and computer graphics);
12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;
13. up to 1 hour per month of Web site administration services at no additional charge, limited to:
requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;
answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration.
Additional Web site administration services will be billed at $200 per hour.
14. a monthly report of user activity on the Hosted Site.
RESPONSIBILITIES OF THE CUSTOMER
The Customer is responsible for paying i-on the recurring monthly fee in the amount of $450. The Customer is responsible for paying the recurring monthly fees by the 5th day of each month beginning in April 1, 1999. The Customer acknowledges that failure to pay such fees in a timely manner will result in the interruption or discontinuation of services for the Hosted Site.
The Customer is solely responsible for all content on the Hosted Site, including but not limited to, HTML pages, graphics, sounds, animations, video clips, Java applets, client-site scripts such as JavaScript and VBScript features, ActiveX controls, and other files and/or executable components for use or download by the users of the Hosted Site, as well as the accuracy and validity of any information or data contained within, as well as the overall look-and-feel of the Hosted Site from a user's perspective. The Customer is solely responsible for the ongoing maintenance of such content. The Customer acknowledges that this Agreement is explicitly not an agreement for i-on to provide content creation or maintenance services for the Hosted Site.
The Customer is solely responsible for all customer support required by users of Hosted Site. In the case of a problem with the Hosted Site that is the responsibility of i-on according to this Agreement, the Customer shall directly notify i-on, which shall report the resolution of such problem directly to the Customer. If the problem of which i-on is notified is not a problem that is the responsibility of i-on according to this Agreement, the time spent by i-on relating to the incident will count towards the Customer's monthly allocation of Web administration services, and any additional time
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 explicitly not an agreement for i-on to provide "help desk" services to the users of the Hosted Site.
The Customer is solely responsible for all marketing and promotion of the Hosted Site and is solely responsible for generating traffic to the Hosted Site.
The Customer is solely responsible for the security of its administrator account(s) and respective password(s) for the Hosted Site, and is solely responsible for any loss of data or damage to the Hosted Site that arises out of any breach of such security.
The Customer is solely responsible for any and all advertising on the Hosted Site.
The Customer is responsible for any and all software programs, server-side scripts, and/or executable components that are installed on the Hosting Computer for the purpose of providing interactive applications or dynamic content on the Hosted Site. Any such programs, scripts, or components that might affect the stability of the Hosting Computer or interfere with other Web sites on the Hosting Computer must be approved by i-on before being installed on the Hosted Site, i-on reserves the right to deny the Customer permission to install any such programs, scripts, or components, to require additional fees for the installation and/or ongoing operation of any such programs, scripts, or components, or to remove any such programs, scripts, or components, if in i-on's sole discretion they will interfere with the operation of the Hosting Computer or exceed the Customer's monthly allocation of Web administration services.
CONDITIONS OF SERVICE
The Customer acknowledges that the Internet is an unreliable, unsecured, and error-prone network and agrees to hold i-on harmless for any interruptions in service to the Hosted Site or inability for users to reach or effectively use the Hosted Site that arises outside the scope of i-on's responsibilities as explicitly described in this Agreement.
The Customer acknowledges that data loss is a possibility, even with mirrored computer storage and archival backup of such storage as provided by i-on per this Agreement, and agrees to hold i-on harmless for any such data loss for the Hosted Site, provided that i-on maintains reasonable steps as described in this Agreement to protect against such data loss.
The Customer shall use i-on's resources in a manner that is clearly consistent with the purposes of the products and services offered. The Customer shall comply with applicable laws, standards, policies, and procedures. The Customer incurs the responsibility to determine what restrictions apply and to review the policies and procedures that will be updated continually. The customer is responsible to use the resources with sensitivity to the rights of others. Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's
services, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.
The Customer expressly agrees to use all of i-on's services only for lawful purposes. Transmission or storage of any information, data, or material in violation of United States or state regulation or law is prohibited, including but not limited to, material protected by copyright, trademark, trade secret, or any other statute.
TERM AND TERMINATION
The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof. 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 effective upon thirty (30) days' written notice. Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason whatsoever shall relieve the Customer of the obligation to pay all amounts due to i-on and to make such payments on a timely basis.
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 limited to one (1) month's fees and the remaining portion of any prepaid fees.
INDEMNIFICATION
The Customer agrees to indemnify and hold harmless i-on, against any lawsuits, claims, damages, or liabilities (or actions or proceedings in respect thereof) to which i-on may become subject related to or arising out of Customer's use of i-on's services, and will reimburse i-on for all legal and other expenses, including attorney's fees, incurred in connection with investigating, defending, or settling any such loss, claim, damage, liability, action, or proceeding whether or not in connection with pending or threatened litigation in which i-on is a party. The provisions of this Agreement relating to indemnification shall survive termination of the Customer's Hosted Site.
THIRD-PARTY SOFTWARE
i-on expressly assumes no responsibility of the proper operation or maintenance of any of the Centrack site software that we authored by Imaginet and/or other third parties.
MISCELLANEOUS
This Agreement constitutes the entire understanding and agreement between the parties hereto and supersedes any and all prior or contemporaneous representations, understandings, and agreements between the Customer and i-on with respect to the subject matter hereof, all of which are merged herein. The parties understand that work i-on does in the development and maintenance of Web content and applications for Centrack International is governed by separate agreement(s).
Nothing contained herein shall be deemed or construed to create a joint venture or partnership between the Customer and i-on. Neither party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other party. Neither party is granted any such right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party or to bind such other party in any manner.
No waiver of any provision of this Agreement or any rights or obligations of either party hereunder shall be effective, except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.
This Agreement was entered into in the State of Florida, and its validity, construction, interpretation, and legal effect shall be governed by the laws and judicial decisions of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida.
Neither the Customer nor i-on shall be deemed in default if its performance or obligations hereunder are delayed or become impossible or impractical by reason of any act of God, war,
5 fire, earthquake, labor dispute, sickness, accident, civil commotion, epidemic, act of government or government agency or offices, or any other cause beyond
such party's control.
IN WITNESS WHEREOF, the parties have executed this 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
===== QUESTION =====
Highlight the parts (if any) of this contract related to "Effective Date" that should be reviewed by a lawyer. Details: The date when the contract is effective
Instructions:
- If the contract above contains such a clause, quote the EXACT text of the relevant span(s), verbatim.
- If the contract contains NO such clause, respond with exactly: NO CLAUSE FOUND
- Do not explain your reasoning. Output only the quoted span(s) or "NO CLAUSE FOUND".
expected output
answer.json
{
"id": "cuad_p17_effective_date",
"type": "span_extraction",
"category": "Effective Date",
"gold_present": true,
"gold_spans": [
"The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof."
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof."
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_p18_agreement_date[Agreement Date] present — CENTRACKINTERNATIONALINC
input
question.txt
===== CONTRACT =====
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 term "Web site" shall mean a computer system intended to be accessed through the World Wide Web segment of the Internet, including software and content intended to be viewed and/or operated upon by persons accessing the computer system via the Internet. A Web site may exist on a single computer system with other Web sites.
The term "Hosted Site" shall mean the Web site of the Customer that is hosted by i-on under the terms and conditions of this Agreement.
The term "Hosting Computer" shall mean the computer system and related equipment on which the Hosted Site exists.
SERVICES PROVIDED TO THE CUSTOMER
i-on will maintain the operation of the Hosted Site continuously, twenty-four (24) hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or the Hosted Site. i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard Time on weekdays, or during weekends.
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. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;
3. physical space for the Hosting Computer at a facility that maintains proper environmental conditions in the area(s) where the Hosting Computer is located and maintains reasonable efforts to prevent unauthorized access to the physical location of the Hosting Computer;
4. an emergency electrical power backup system for the Hosting Computer;
5. up to 150 MB of mirrored computer storage on the Hosting Computer;
6. archival backups of such mirrored computer storage on a weekly basis; 2 7. off-site storage of such backups at separate facility than the location of the Hosting Computer;
8. use of the Microsoft Windows NT Server 4.0 or higher operating system software for the Hosting Computer and the Hosted Site;
9. use of the Microsoft Internet Information Service (IIS) 3.0 or higher Web server software for the Hosted Site (providing support for the HTTP Web protocol);
10. use of the Microsoft SQL Server 6.5 or higher database server software for the Hosted Site, within the boundaries of allocated computer storage, per #5 above;
11. access to the Hosted Site via the ftp protocol to an administrative account designated by the Customer for the Customer to maintain the Hosted Site's static content (such as HTML Web pages and computer graphics);
12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;
13. up to 1 hour per month of Web site administration services at no additional charge, limited to:
requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;
answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration.
Additional Web site administration services will be billed at $200 per hour.
14. a monthly report of user activity on the Hosted Site.
RESPONSIBILITIES OF THE CUSTOMER
The Customer is responsible for paying i-on the recurring monthly fee in the amount of $450. The Customer is responsible for paying the recurring monthly fees by the 5th day of each month beginning in April 1, 1999. The Customer acknowledges that failure to pay such fees in a timely manner will result in the interruption or discontinuation of services for the Hosted Site.
The Customer is solely responsible for all content on the Hosted Site, including but not limited to, HTML pages, graphics, sounds, animations, video clips, Java applets, client-site scripts such as JavaScript and VBScript features, ActiveX controls, and other files and/or executable components for use or download by the users of the Hosted Site, as well as the accuracy and validity of any information or data contained within, as well as the overall look-and-feel of the Hosted Site from a user's perspective. The Customer is solely responsible for the ongoing maintenance of such content. The Customer acknowledges that this Agreement is explicitly not an agreement for i-on to provide content creation or maintenance services for the Hosted Site.
The Customer is solely responsible for all customer support required by users of Hosted Site. In the case of a problem with the Hosted Site that is the responsibility of i-on according to this Agreement, the Customer shall directly notify i-on, which shall report the resolution of such problem directly to the Customer. If the problem of which i-on is notified is not a problem that is the responsibility of i-on according to this Agreement, the time spent by i-on relating to the incident will count towards the Customer's monthly allocation of Web administration services, and any additional time
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 explicitly not an agreement for i-on to provide "help desk" services to the users of the Hosted Site.
The Customer is solely responsible for all marketing and promotion of the Hosted Site and is solely responsible for generating traffic to the Hosted Site.
The Customer is solely responsible for the security of its administrator account(s) and respective password(s) for the Hosted Site, and is solely responsible for any loss of data or damage to the Hosted Site that arises out of any breach of such security.
The Customer is solely responsible for any and all advertising on the Hosted Site.
The Customer is responsible for any and all software programs, server-side scripts, and/or executable components that are installed on the Hosting Computer for the purpose of providing interactive applications or dynamic content on the Hosted Site. Any such programs, scripts, or components that might affect the stability of the Hosting Computer or interfere with other Web sites on the Hosting Computer must be approved by i-on before being installed on the Hosted Site, i-on reserves the right to deny the Customer permission to install any such programs, scripts, or components, to require additional fees for the installation and/or ongoing operation of any such programs, scripts, or components, or to remove any such programs, scripts, or components, if in i-on's sole discretion they will interfere with the operation of the Hosting Computer or exceed the Customer's monthly allocation of Web administration services.
CONDITIONS OF SERVICE
The Customer acknowledges that the Internet is an unreliable, unsecured, and error-prone network and agrees to hold i-on harmless for any interruptions in service to the Hosted Site or inability for users to reach or effectively use the Hosted Site that arises outside the scope of i-on's responsibilities as explicitly described in this Agreement.
The Customer acknowledges that data loss is a possibility, even with mirrored computer storage and archival backup of such storage as provided by i-on per this Agreement, and agrees to hold i-on harmless for any such data loss for the Hosted Site, provided that i-on maintains reasonable steps as described in this Agreement to protect against such data loss.
The Customer shall use i-on's resources in a manner that is clearly consistent with the purposes of the products and services offered. The Customer shall comply with applicable laws, standards, policies, and procedures. The Customer incurs the responsibility to determine what restrictions apply and to review the policies and procedures that will be updated continually. The customer is responsible to use the resources with sensitivity to the rights of others. Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's
services, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.
The Customer expressly agrees to use all of i-on's services only for lawful purposes. Transmission or storage of any information, data, or material in violation of United States or state regulation or law is prohibited, including but not limited to, material protected by copyright, trademark, trade secret, or any other statute.
TERM AND TERMINATION
The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof. 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 effective upon thirty (30) days' written notice. Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason whatsoever shall relieve the Customer of the obligation to pay all amounts due to i-on and to make such payments on a timely basis.
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 limited to one (1) month's fees and the remaining portion of any prepaid fees.
INDEMNIFICATION
The Customer agrees to indemnify and hold harmless i-on, against any lawsuits, claims, damages, or liabilities (or actions or proceedings in respect thereof) to which i-on may become subject related to or arising out of Customer's use of i-on's services, and will reimburse i-on for all legal and other expenses, including attorney's fees, incurred in connection with investigating, defending, or settling any such loss, claim, damage, liability, action, or proceeding whether or not in connection with pending or threatened litigation in which i-on is a party. The provisions of this Agreement relating to indemnification shall survive termination of the Customer's Hosted Site.
THIRD-PARTY SOFTWARE
i-on expressly assumes no responsibility of the proper operation or maintenance of any of the Centrack site software that we authored by Imaginet and/or other third parties.
MISCELLANEOUS
This Agreement constitutes the entire understanding and agreement between the parties hereto and supersedes any and all prior or contemporaneous representations, understandings, and agreements between the Customer and i-on with respect to the subject matter hereof, all of which are merged herein. The parties understand that work i-on does in the development and maintenance of Web content and applications for Centrack International is governed by separate agreement(s).
Nothing contained herein shall be deemed or construed to create a joint venture or partnership between the Customer and i-on. Neither party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other party. Neither party is granted any such right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party or to bind such other party in any manner.
No waiver of any provision of this Agreement or any rights or obligations of either party hereunder shall be effective, except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.
This Agreement was entered into in the State of Florida, and its validity, construction, interpretation, and legal effect shall be governed by the laws and judicial decisions of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida.
Neither the Customer nor i-on shall be deemed in default if its performance or obligations hereunder are delayed or become impossible or impractical by reason of any act of God, war,
5 fire, earthquake, labor dispute, sickness, accident, civil commotion, epidemic, act of government or government agency or offices, or any other cause beyond
such party's control.
IN WITNESS WHEREOF, the parties have executed this 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
===== QUESTION =====
Highlight the parts (if any) of this contract related to "Agreement Date" that should be reviewed by a lawyer. Details: The date of the contract
Instructions:
- If the contract above contains such a clause, quote the EXACT text of the relevant span(s), verbatim.
- If the contract contains NO such clause, respond with exactly: NO CLAUSE FOUND
- Do not explain your reasoning. Output only the quoted span(s) or "NO CLAUSE FOUND".
expected output
answer.json
{
"id": "cuad_p18_agreement_date",
"type": "span_extraction",
"category": "Agreement Date",
"gold_present": true,
"gold_spans": [
"6th day of April, 1999"
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"6th day of April, 1999"
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_p19_expiration_date[Expiration Date] present — LohaCompanyltd
input
question.txt
===== CONTRACT =====
Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the "order"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the "entrusted party" or "YICHANGTAI" or "LEHEYUAN"), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.
1
Source: LOHA CO. LTD., F-1, 12/9/2019
3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings: "KEEP AWAY FROM MOISTURE","HANDLE WITH CARE" "THIS SIDE UP" etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:
2
Source: LOHA CO. LTD., F-1, 12/9/2019
9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer's agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.
3
Source: LOHA CO. LTD., F-1, 12/9/2019
12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.
4
Source: LOHA CO. LTD., F-1, 12/9/2019
17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.
5
Source: LOHA CO. LTD., F-1, 12/9/2019
21. Law application It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6
Source: LOHA CO. LTD., F-1, 12/9/2019
===== QUESTION =====
Highlight the parts (if any) of this contract related to "Expiration Date" that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?
Instructions:
- If the contract above contains such a clause, quote the EXACT text of the relevant span(s), verbatim.
- If the contract contains NO such clause, respond with exactly: NO CLAUSE FOUND
- Do not explain your reasoning. Output only the quoted span(s) or "NO CLAUSE FOUND".
expected output
answer.json
{
"id": "cuad_p19_expiration_date",
"type": "span_extraction",
"category": "Expiration Date",
"gold_present": true,
"gold_spans": [
"The Contract is valid for 5 years, beginning from and ended on ."
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"The Contract is valid for 5 years, beginning from and ended on ."
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_p20_renewal_term[Renewal Term] present — CENTRACKINTERNATIONALINC
input
question.txt
===== CONTRACT =====
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 term "Web site" shall mean a computer system intended to be accessed through the World Wide Web segment of the Internet, including software and content intended to be viewed and/or operated upon by persons accessing the computer system via the Internet. A Web site may exist on a single computer system with other Web sites.
The term "Hosted Site" shall mean the Web site of the Customer that is hosted by i-on under the terms and conditions of this Agreement.
The term "Hosting Computer" shall mean the computer system and related equipment on which the Hosted Site exists.
SERVICES PROVIDED TO THE CUSTOMER
i-on will maintain the operation of the Hosted Site continuously, twenty-four (24) hours per day, seven (7) days per week, including holidays, with the exception of reasonable hardware and software maintenance that must be performed on the Hosting Computer and/or the Hosted Site. i-on will use best efforts to schedule and perform such maintenance between the hours of 8pm and 8am Eastern Standard Time on weekdays, or during weekends.
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. use of the Hosting Computer (that may be shared by other Web sites) as described in this Agreement and maintenance required to keep such Hosting Computer in good working order;
3. physical space for the Hosting Computer at a facility that maintains proper environmental conditions in the area(s) where the Hosting Computer is located and maintains reasonable efforts to prevent unauthorized access to the physical location of the Hosting Computer;
4. an emergency electrical power backup system for the Hosting Computer;
5. up to 150 MB of mirrored computer storage on the Hosting Computer;
6. archival backups of such mirrored computer storage on a weekly basis; 2 7. off-site storage of such backups at separate facility than the location of the Hosting Computer;
8. use of the Microsoft Windows NT Server 4.0 or higher operating system software for the Hosting Computer and the Hosted Site;
9. use of the Microsoft Internet Information Service (IIS) 3.0 or higher Web server software for the Hosted Site (providing support for the HTTP Web protocol);
10. use of the Microsoft SQL Server 6.5 or higher database server software for the Hosted Site, within the boundaries of allocated computer storage, per #5 above;
11. access to the Hosted Site via the ftp protocol to an administrative account designated by the Customer for the Customer to maintain the Hosted Site's static content (such as HTML Web pages and computer graphics);
12. up to 10 mailboxes accessible via the POP3 mail protocol that are mapped to the Hosted Site's Internet address;
13. up to 1 hour per month of Web site administration services at no additional charge, limited to:
requests for changes to ftp/e-mail users and passwords; requests for e-mail configuration changes; modification of mail aliases; changes to server MIME types; files restored from backup;
answering questions about server-side scripts; ftp configuration changes; log file configuration changes; importing or exporting of database records; and consultation on site operation and administration.
Additional Web site administration services will be billed at $200 per hour.
14. a monthly report of user activity on the Hosted Site.
RESPONSIBILITIES OF THE CUSTOMER
The Customer is responsible for paying i-on the recurring monthly fee in the amount of $450. The Customer is responsible for paying the recurring monthly fees by the 5th day of each month beginning in April 1, 1999. The Customer acknowledges that failure to pay such fees in a timely manner will result in the interruption or discontinuation of services for the Hosted Site.
The Customer is solely responsible for all content on the Hosted Site, including but not limited to, HTML pages, graphics, sounds, animations, video clips, Java applets, client-site scripts such as JavaScript and VBScript features, ActiveX controls, and other files and/or executable components for use or download by the users of the Hosted Site, as well as the accuracy and validity of any information or data contained within, as well as the overall look-and-feel of the Hosted Site from a user's perspective. The Customer is solely responsible for the ongoing maintenance of such content. The Customer acknowledges that this Agreement is explicitly not an agreement for i-on to provide content creation or maintenance services for the Hosted Site.
The Customer is solely responsible for all customer support required by users of Hosted Site. In the case of a problem with the Hosted Site that is the responsibility of i-on according to this Agreement, the Customer shall directly notify i-on, which shall report the resolution of such problem directly to the Customer. If the problem of which i-on is notified is not a problem that is the responsibility of i-on according to this Agreement, the time spent by i-on relating to the incident will count towards the Customer's monthly allocation of Web administration services, and any additional time
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 explicitly not an agreement for i-on to provide "help desk" services to the users of the Hosted Site.
The Customer is solely responsible for all marketing and promotion of the Hosted Site and is solely responsible for generating traffic to the Hosted Site.
The Customer is solely responsible for the security of its administrator account(s) and respective password(s) for the Hosted Site, and is solely responsible for any loss of data or damage to the Hosted Site that arises out of any breach of such security.
The Customer is solely responsible for any and all advertising on the Hosted Site.
The Customer is responsible for any and all software programs, server-side scripts, and/or executable components that are installed on the Hosting Computer for the purpose of providing interactive applications or dynamic content on the Hosted Site. Any such programs, scripts, or components that might affect the stability of the Hosting Computer or interfere with other Web sites on the Hosting Computer must be approved by i-on before being installed on the Hosted Site, i-on reserves the right to deny the Customer permission to install any such programs, scripts, or components, to require additional fees for the installation and/or ongoing operation of any such programs, scripts, or components, or to remove any such programs, scripts, or components, if in i-on's sole discretion they will interfere with the operation of the Hosting Computer or exceed the Customer's monthly allocation of Web administration services.
CONDITIONS OF SERVICE
The Customer acknowledges that the Internet is an unreliable, unsecured, and error-prone network and agrees to hold i-on harmless for any interruptions in service to the Hosted Site or inability for users to reach or effectively use the Hosted Site that arises outside the scope of i-on's responsibilities as explicitly described in this Agreement.
The Customer acknowledges that data loss is a possibility, even with mirrored computer storage and archival backup of such storage as provided by i-on per this Agreement, and agrees to hold i-on harmless for any such data loss for the Hosted Site, provided that i-on maintains reasonable steps as described in this Agreement to protect against such data loss.
The Customer shall use i-on's resources in a manner that is clearly consistent with the purposes of the products and services offered. The Customer shall comply with applicable laws, standards, policies, and procedures. The Customer incurs the responsibility to determine what restrictions apply and to review the policies and procedures that will be updated continually. The customer is responsible to use the resources with sensitivity to the rights of others. Any conduct by the Customer that in i-on's sole discretion restricts or inhibits any other user, whether a customer of i-on or a user of any other system, from using and enjoying any of i-on's services is strictly prohibited. This includes, but is not limited to, the posting or transmitting on or through any of i-on's
services, any information that is, in i-on's sole discretion, unlawful, obscene, threatening, abusive, libelous, or harmful, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or International law.
The Customer expressly agrees to use all of i-on's services only for lawful purposes. Transmission or storage of any information, data, or material in violation of United States or state regulation or law is prohibited, including but not limited to, material protected by copyright, trademark, trade secret, or any other statute.
TERM AND TERMINATION
The term of this Agreement for the Hosted Site shall commence upon April 1, 1999 and shall continue for a period of six (6) months, unless earlier terminated in accordance with provisions hereof. 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 effective upon thirty (30) days' written notice. Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement for any reason whatsoever shall relieve the Customer of the obligation to pay all amounts due to i-on and to make such payments on a timely basis.
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 limited to one (1) month's fees and the remaining portion of any prepaid fees.
INDEMNIFICATION
The Customer agrees to indemnify and hold harmless i-on, against any lawsuits, claims, damages, or liabilities (or actions or proceedings in respect thereof) to which i-on may become subject related to or arising out of Customer's use of i-on's services, and will reimburse i-on for all legal and other expenses, including attorney's fees, incurred in connection with investigating, defending, or settling any such loss, claim, damage, liability, action, or proceeding whether or not in connection with pending or threatened litigation in which i-on is a party. The provisions of this Agreement relating to indemnification shall survive termination of the Customer's Hosted Site.
THIRD-PARTY SOFTWARE
i-on expressly assumes no responsibility of the proper operation or maintenance of any of the Centrack site software that we authored by Imaginet and/or other third parties.
MISCELLANEOUS
This Agreement constitutes the entire understanding and agreement between the parties hereto and supersedes any and all prior or contemporaneous representations, understandings, and agreements between the Customer and i-on with respect to the subject matter hereof, all of which are merged herein. The parties understand that work i-on does in the development and maintenance of Web content and applications for Centrack International is governed by separate agreement(s).
Nothing contained herein shall be deemed or construed to create a joint venture or partnership between the Customer and i-on. Neither party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other party. Neither party is granted any such right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party or to bind such other party in any manner.
No waiver of any provision of this Agreement or any rights or obligations of either party hereunder shall be effective, except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.
This Agreement was entered into in the State of Florida, and its validity, construction, interpretation, and legal effect shall be governed by the laws and judicial decisions of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida.
Neither the Customer nor i-on shall be deemed in default if its performance or obligations hereunder are delayed or become impossible or impractical by reason of any act of God, war,
5 fire, earthquake, labor dispute, sickness, accident, civil commotion, epidemic, act of government or government agency or offices, or any other cause beyond
such party's control.
IN WITNESS WHEREOF, the parties have executed this 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
===== QUESTION =====
Highlight the parts (if any) of this contract related to "Renewal Term" that should be reviewed by a lawyer. Details: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice.
Instructions:
- If the contract above contains such a clause, quote the EXACT text of the relevant span(s), verbatim.
- If the contract contains NO such clause, respond with exactly: NO CLAUSE FOUND
- Do not explain your reasoning. Output only the quoted span(s) or "NO CLAUSE FOUND".
expected output
answer.json
{
"id": "cuad_p20_renewal_term",
"type": "span_extraction",
"category": "Renewal Term",
"gold_present": true,
"gold_spans": [
"Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.",
"This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the"
],
"matchers": [
{
"kind": "span_f1",
"gold_spans": [
"Agreement, which notice must be given not less than fifteen (15) days before the end of the respective initial or renewal term.",
"This Agreement shall automatically be renewed for one (1) or more one (1) month periods unless either the Customer or i-on gives notice to the other party of its intention not to renew the"
],
"threshold": 0.5
}
],
"difficulty": "hard",
"_contract": "CENTRACKINTERNATIONALINC_10_29_1999-EX-10.3-WEB SITE HOSTING AGREEMENT",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_a01_anti_assignment[Anti-Assignment] absent — LohaCompanyltd
input
question.txt
===== CONTRACT =====
Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the "order"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the "entrusted party" or "YICHANGTAI" or "LEHEYUAN"), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.
1
Source: LOHA CO. LTD., F-1, 12/9/2019
3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings: "KEEP AWAY FROM MOISTURE","HANDLE WITH CARE" "THIS SIDE UP" etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:
2
Source: LOHA CO. LTD., F-1, 12/9/2019
9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer's agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.
3
Source: LOHA CO. LTD., F-1, 12/9/2019
12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.
4
Source: LOHA CO. LTD., F-1, 12/9/2019
17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.
5
Source: LOHA CO. LTD., F-1, 12/9/2019
21. Law application It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6
Source: LOHA CO. LTD., F-1, 12/9/2019
===== QUESTION =====
Highlight the parts (if any) of this contract related to "Anti-Assignment" that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?
Instructions:
- If the contract above contains such a clause, quote the EXACT text of the relevant span(s), verbatim.
- If the contract contains NO such clause, respond with exactly: NO CLAUSE FOUND
- Do not explain your reasoning. Output only the quoted span(s) or "NO CLAUSE FOUND".
expected output
answer.json
{
"id": "cuad_a01_anti_assignment",
"type": "span_extraction",
"category": "Anti-Assignment",
"gold_present": false,
"gold_spans": [],
"matchers": [
{
"kind": "no_clause"
}
],
"difficulty": "medium",
"_contract": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_a02_change_of_control[Change Of Control] absent — LohaCompanyltd
input
question.txt
===== CONTRACT =====
Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the "order"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the "entrusted party" or "YICHANGTAI" or "LEHEYUAN"), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.
1
Source: LOHA CO. LTD., F-1, 12/9/2019
3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings: "KEEP AWAY FROM MOISTURE","HANDLE WITH CARE" "THIS SIDE UP" etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:
2
Source: LOHA CO. LTD., F-1, 12/9/2019
9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer's agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.
3
Source: LOHA CO. LTD., F-1, 12/9/2019
12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.
4
Source: LOHA CO. LTD., F-1, 12/9/2019
17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.
5
Source: LOHA CO. LTD., F-1, 12/9/2019
21. Law application It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6
Source: LOHA CO. LTD., F-1, 12/9/2019
===== QUESTION =====
Highlight the parts (if any) of this contract related to "Change Of Control" that should be reviewed by a lawyer. Details: Does one party have the right to terminate or is consent or notice required of the counterparty if such party undergoes a change of control, such as a merger, stock sale, transfer of all or substantially all of its assets or business, or assignment by operation of law?
Instructions:
- If the contract above contains such a clause, quote the EXACT text of the relevant span(s), verbatim.
- If the contract contains NO such clause, respond with exactly: NO CLAUSE FOUND
- Do not explain your reasoning. Output only the quoted span(s) or "NO CLAUSE FOUND".
expected output
answer.json
{
"id": "cuad_a02_change_of_control",
"type": "span_extraction",
"category": "Change Of Control",
"gold_present": false,
"gold_spans": [],
"matchers": [
{
"kind": "no_clause"
}
],
"difficulty": "medium",
"_contract": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_a03_most_favored_nation[Most Favored Nation] absent — LohaCompanyltd
input
question.txt
===== CONTRACT =====
Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the "order"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the "entrusted party" or "YICHANGTAI" or "LEHEYUAN"), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.
1
Source: LOHA CO. LTD., F-1, 12/9/2019
3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings: "KEEP AWAY FROM MOISTURE","HANDLE WITH CARE" "THIS SIDE UP" etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:
2
Source: LOHA CO. LTD., F-1, 12/9/2019
9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer's agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.
3
Source: LOHA CO. LTD., F-1, 12/9/2019
12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.
4
Source: LOHA CO. LTD., F-1, 12/9/2019
17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.
5
Source: LOHA CO. LTD., F-1, 12/9/2019
21. Law application It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6
Source: LOHA CO. LTD., F-1, 12/9/2019
===== QUESTION =====
Highlight the parts (if any) of this contract related to "Most Favored Nation" that should be reviewed by a lawyer. Details: Is there a clause that if a third party gets better terms on the licensing or sale of technology/goods/services described in the contract, the buyer of such technology/goods/services under the contract shall be entitled to those better terms?
Instructions:
- If the contract above contains such a clause, quote the EXACT text of the relevant span(s), verbatim.
- If the contract contains NO such clause, respond with exactly: NO CLAUSE FOUND
- Do not explain your reasoning. Output only the quoted span(s) or "NO CLAUSE FOUND".
expected output
answer.json
{
"id": "cuad_a03_most_favored_nation",
"type": "span_extraction",
"category": "Most Favored Nation",
"gold_present": false,
"gold_spans": [],
"matchers": [
{
"kind": "no_clause"
}
],
"difficulty": "medium",
"_contract": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_a04_cap_on_liability[Cap On Liability] absent — LohaCompanyltd
input
question.txt
===== CONTRACT =====
Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the "order"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the "entrusted party" or "YICHANGTAI" or "LEHEYUAN"), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.
1
Source: LOHA CO. LTD., F-1, 12/9/2019
3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings: "KEEP AWAY FROM MOISTURE","HANDLE WITH CARE" "THIS SIDE UP" etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:
2
Source: LOHA CO. LTD., F-1, 12/9/2019
9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer's agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.
3
Source: LOHA CO. LTD., F-1, 12/9/2019
12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.
4
Source: LOHA CO. LTD., F-1, 12/9/2019
17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.
5
Source: LOHA CO. LTD., F-1, 12/9/2019
21. Law application It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6
Source: LOHA CO. LTD., F-1, 12/9/2019
===== QUESTION =====
Highlight the parts (if any) of this contract related to "Cap On Liability" that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
Instructions:
- If the contract above contains such a clause, quote the EXACT text of the relevant span(s), verbatim.
- If the contract contains NO such clause, respond with exactly: NO CLAUSE FOUND
- Do not explain your reasoning. Output only the quoted span(s) or "NO CLAUSE FOUND".
expected output
answer.json
{
"id": "cuad_a04_cap_on_liability",
"type": "span_extraction",
"category": "Cap On Liability",
"gold_present": false,
"gold_spans": [],
"matchers": [
{
"kind": "no_clause"
}
],
"difficulty": "medium",
"_contract": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_a05_uncapped_liability[Uncapped Liability] absent — LohaCompanyltd
input
question.txt
===== CONTRACT =====
Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the "order"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the "entrusted party" or "YICHANGTAI" or "LEHEYUAN"), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.
1
Source: LOHA CO. LTD., F-1, 12/9/2019
3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings: "KEEP AWAY FROM MOISTURE","HANDLE WITH CARE" "THIS SIDE UP" etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:
2
Source: LOHA CO. LTD., F-1, 12/9/2019
9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer's agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.
3
Source: LOHA CO. LTD., F-1, 12/9/2019
12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.
4
Source: LOHA CO. LTD., F-1, 12/9/2019
17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.
5
Source: LOHA CO. LTD., F-1, 12/9/2019
21. Law application It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6
Source: LOHA CO. LTD., F-1, 12/9/2019
===== QUESTION =====
Highlight the parts (if any) of this contract related to "Uncapped Liability" that should be reviewed by a lawyer. Details: Is a party’s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation.
Instructions:
- If the contract above contains such a clause, quote the EXACT text of the relevant span(s), verbatim.
- If the contract contains NO such clause, respond with exactly: NO CLAUSE FOUND
- Do not explain your reasoning. Output only the quoted span(s) or "NO CLAUSE FOUND".
expected output
answer.json
{
"id": "cuad_a05_uncapped_liability",
"type": "span_extraction",
"category": "Uncapped Liability",
"gold_present": false,
"gold_spans": [],
"matchers": [
{
"kind": "no_clause"
}
],
"difficulty": "medium",
"_contract": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_a06_non_compete[Non-Compete] absent — LohaCompanyltd
input
question.txt
===== CONTRACT =====
Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the "order"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the "entrusted party" or "YICHANGTAI" or "LEHEYUAN"), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.
1
Source: LOHA CO. LTD., F-1, 12/9/2019
3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings: "KEEP AWAY FROM MOISTURE","HANDLE WITH CARE" "THIS SIDE UP" etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:
2
Source: LOHA CO. LTD., F-1, 12/9/2019
9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer's agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.
3
Source: LOHA CO. LTD., F-1, 12/9/2019
12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.
4
Source: LOHA CO. LTD., F-1, 12/9/2019
17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.
5
Source: LOHA CO. LTD., F-1, 12/9/2019
21. Law application It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6
Source: LOHA CO. LTD., F-1, 12/9/2019
===== QUESTION =====
Highlight the parts (if any) of this contract related to "Non-Compete" that should be reviewed by a lawyer. Details: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector?
Instructions:
- If the contract above contains such a clause, quote the EXACT text of the relevant span(s), verbatim.
- If the contract contains NO such clause, respond with exactly: NO CLAUSE FOUND
- Do not explain your reasoning. Output only the quoted span(s) or "NO CLAUSE FOUND".
expected output
answer.json
{
"id": "cuad_a06_non_compete",
"type": "span_extraction",
"category": "Non-Compete",
"gold_present": false,
"gold_spans": [],
"matchers": [
{
"kind": "no_clause"
}
],
"difficulty": "medium",
"_contract": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_a07_exclusivity[Exclusivity] absent — LohaCompanyltd
input
question.txt
===== CONTRACT =====
Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the "order"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the "entrusted party" or "YICHANGTAI" or "LEHEYUAN"), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.
1
Source: LOHA CO. LTD., F-1, 12/9/2019
3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings: "KEEP AWAY FROM MOISTURE","HANDLE WITH CARE" "THIS SIDE UP" etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:
2
Source: LOHA CO. LTD., F-1, 12/9/2019
9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer's agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.
3
Source: LOHA CO. LTD., F-1, 12/9/2019
12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.
4
Source: LOHA CO. LTD., F-1, 12/9/2019
17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.
5
Source: LOHA CO. LTD., F-1, 12/9/2019
21. Law application It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6
Source: LOHA CO. LTD., F-1, 12/9/2019
===== QUESTION =====
Highlight the parts (if any) of this contract related to "Exclusivity" that should be reviewed by a lawyer. Details: Is there an exclusive dealing commitment with the counterparty? This includes a commitment to procure all “requirements” 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 collaborating or working with other parties), whether during the contract or after the contract ends (or both).
Instructions:
- If the contract above contains such a clause, quote the EXACT text of the relevant span(s), verbatim.
- If the contract contains NO such clause, respond with exactly: NO CLAUSE FOUND
- Do not explain your reasoning. Output only the quoted span(s) or "NO CLAUSE FOUND".
expected output
answer.json
{
"id": "cuad_a07_exclusivity",
"type": "span_extraction",
"category": "Exclusivity",
"gold_present": false,
"gold_spans": [],
"matchers": [
{
"kind": "no_clause"
}
],
"difficulty": "medium",
"_contract": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_a08_termination_for_convenience[Termination For Convenience] absent — LohaCompanyltd
input
question.txt
===== CONTRACT =====
Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the "order"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the "entrusted party" or "YICHANGTAI" or "LEHEYUAN"), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.
1
Source: LOHA CO. LTD., F-1, 12/9/2019
3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings: "KEEP AWAY FROM MOISTURE","HANDLE WITH CARE" "THIS SIDE UP" etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:
2
Source: LOHA CO. LTD., F-1, 12/9/2019
9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer's agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.
3
Source: LOHA CO. LTD., F-1, 12/9/2019
12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.
4
Source: LOHA CO. LTD., F-1, 12/9/2019
17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.
5
Source: LOHA CO. LTD., F-1, 12/9/2019
21. Law application It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6
Source: LOHA CO. LTD., F-1, 12/9/2019
===== QUESTION =====
Highlight the parts (if any) of this contract related to "Termination For Convenience" that should be reviewed by a lawyer. Details: Can a party terminate this contract without cause (solely by giving a notice and allowing a waiting period to expire)?
Instructions:
- If the contract above contains such a clause, quote the EXACT text of the relevant span(s), verbatim.
- If the contract contains NO such clause, respond with exactly: NO CLAUSE FOUND
- Do not explain your reasoning. Output only the quoted span(s) or "NO CLAUSE FOUND".
expected output
answer.json
{
"id": "cuad_a08_termination_for_convenience",
"type": "span_extraction",
"category": "Termination For Convenience",
"gold_present": false,
"gold_spans": [],
"matchers": [
{
"kind": "no_clause"
}
],
"difficulty": "medium",
"_contract": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_a09_rofr_rofo_rofn[Rofr/Rofo/Rofn] absent — LohaCompanyltd
input
question.txt
===== CONTRACT =====
Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the "order"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the "entrusted party" or "YICHANGTAI" or "LEHEYUAN"), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.
1
Source: LOHA CO. LTD., F-1, 12/9/2019
3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings: "KEEP AWAY FROM MOISTURE","HANDLE WITH CARE" "THIS SIDE UP" etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:
2
Source: LOHA CO. LTD., F-1, 12/9/2019
9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer's agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.
3
Source: LOHA CO. LTD., F-1, 12/9/2019
12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.
4
Source: LOHA CO. LTD., F-1, 12/9/2019
17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.
5
Source: LOHA CO. LTD., F-1, 12/9/2019
21. Law application It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6
Source: LOHA CO. LTD., F-1, 12/9/2019
===== QUESTION =====
Highlight the parts (if any) of this contract related to "Rofr/Rofo/Rofn" that should be reviewed by a lawyer. Details: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?
Instructions:
- If the contract above contains such a clause, quote the EXACT text of the relevant span(s), verbatim.
- If the contract contains NO such clause, respond with exactly: NO CLAUSE FOUND
- Do not explain your reasoning. Output only the quoted span(s) or "NO CLAUSE FOUND".
expected output
answer.json
{
"id": "cuad_a09_rofr_rofo_rofn",
"type": "span_extraction",
"category": "Rofr/Rofo/Rofn",
"gold_present": false,
"gold_spans": [],
"matchers": [
{
"kind": "no_clause"
}
],
"difficulty": "medium",
"_contract": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_a10_revenue_profit_sharing[Revenue/Profit Sharing] absent — LohaCompanyltd
input
question.txt
===== CONTRACT =====
Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the "order"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the "entrusted party" or "YICHANGTAI" or "LEHEYUAN"), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.
1
Source: LOHA CO. LTD., F-1, 12/9/2019
3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings: "KEEP AWAY FROM MOISTURE","HANDLE WITH CARE" "THIS SIDE UP" etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:
2
Source: LOHA CO. LTD., F-1, 12/9/2019
9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer's agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.
3
Source: LOHA CO. LTD., F-1, 12/9/2019
12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.
4
Source: LOHA CO. LTD., F-1, 12/9/2019
17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.
5
Source: LOHA CO. LTD., F-1, 12/9/2019
21. Law application It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6
Source: LOHA CO. LTD., F-1, 12/9/2019
===== QUESTION =====
Highlight the parts (if any) of this contract related to "Revenue/Profit Sharing" that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?
Instructions:
- If the contract above contains such a clause, quote the EXACT text of the relevant span(s), verbatim.
- If the contract contains NO such clause, respond with exactly: NO CLAUSE FOUND
- Do not explain your reasoning. Output only the quoted span(s) or "NO CLAUSE FOUND".
expected output
answer.json
{
"id": "cuad_a10_revenue_profit_sharing",
"type": "span_extraction",
"category": "Revenue/Profit Sharing",
"gold_present": false,
"gold_spans": [],
"matchers": [
{
"kind": "no_clause"
}
],
"difficulty": "medium",
"_contract": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_a11_minimum_commitment[Minimum Commitment] absent — LohaCompanyltd
input
question.txt
===== CONTRACT =====
Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the "order"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the "entrusted party" or "YICHANGTAI" or "LEHEYUAN"), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.
1
Source: LOHA CO. LTD., F-1, 12/9/2019
3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings: "KEEP AWAY FROM MOISTURE","HANDLE WITH CARE" "THIS SIDE UP" etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:
2
Source: LOHA CO. LTD., F-1, 12/9/2019
9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer's agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.
3
Source: LOHA CO. LTD., F-1, 12/9/2019
12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.
4
Source: LOHA CO. LTD., F-1, 12/9/2019
17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.
5
Source: LOHA CO. LTD., F-1, 12/9/2019
21. Law application It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6
Source: LOHA CO. LTD., F-1, 12/9/2019
===== QUESTION =====
Highlight the parts (if any) of this contract related to "Minimum Commitment" that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?
Instructions:
- If the contract above contains such a clause, quote the EXACT text of the relevant span(s), verbatim.
- If the contract contains NO such clause, respond with exactly: NO CLAUSE FOUND
- Do not explain your reasoning. Output only the quoted span(s) or "NO CLAUSE FOUND".
expected output
answer.json
{
"id": "cuad_a11_minimum_commitment",
"type": "span_extraction",
"category": "Minimum Commitment",
"gold_present": false,
"gold_spans": [],
"matchers": [
{
"kind": "no_clause"
}
],
"difficulty": "medium",
"_contract": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
▸cuad_a12_audit_rights[Audit Rights] absent — LohaCompanyltd
input
question.txt
===== CONTRACT =====
Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the "order"). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the "entrusted party" or "YICHANGTAI" or "LEHEYUAN"), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller's note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.
1
Source: LOHA CO. LTD., F-1, 12/9/2019
3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings: "KEEP AWAY FROM MOISTURE","HANDLE WITH CARE" "THIS SIDE UP" etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:
2
Source: LOHA CO. LTD., F-1, 12/9/2019
9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer's agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.
3
Source: LOHA CO. LTD., F-1, 12/9/2019
12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.
4
Source: LOHA CO. LTD., F-1, 12/9/2019
17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.
5
Source: LOHA CO. LTD., F-1, 12/9/2019
21. Law application It will be governed by the law of the People's Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6
Source: LOHA CO. LTD., F-1, 12/9/2019
===== QUESTION =====
Highlight the parts (if any) of this contract related to "Audit Rights" that should be reviewed by a lawyer. Details: Does a party have the right to audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
Instructions:
- If the contract above contains such a clause, quote the EXACT text of the relevant span(s), verbatim.
- If the contract contains NO such clause, respond with exactly: NO CLAUSE FOUND
- Do not explain your reasoning. Output only the quoted span(s) or "NO CLAUSE FOUND".
expected output
answer.json
{
"id": "cuad_a12_audit_rights",
"type": "span_extraction",
"category": "Audit Rights",
"gold_present": false,
"gold_spans": [],
"matchers": [
{
"kind": "no_clause"
}
],
"difficulty": "medium",
"_contract": "LohaCompanyltd_20191209_F-1_EX-10.16_11917878_EX-10.16_Supply Agreement",
"_source": "CUAD (theatticusproject/cuad, CC BY 4.0)"
}Scored by judge.py — see Scoring logic below for the full rule.
scoring logic
judge.py runs once per case and prints a score per case. grader.py runs once at the end and folds case scores into a run-level summary. Without grader.py, the run's score is simply the average of case scores.
▸judge.py248 lines · view on GitHub
"""Per-case judge for the imported CUAD task — span extraction, harsh by design.
Reads the agent's stdout (plain text OR JSON `{"answer": "..."}`) and applies the
matchers declared in expected/{case_id}/answer.json. A case scores 1.0 only if
ALL matchers pass.
CUAD has two kinds of case, and they catch opposite failure modes:
- PRESENT (gold_present=true) — the contract genuinely contains the clause.
Graded by `span_f1`: did the model surface the
actual clause text? A model that says "no clause
found" here scores ~0 F1 → fail. This is the
LAZINESS test (confidently missing a real clause).
- ABSENT (gold_present=false) — the contract has no such clause.
Graded by `no_clause`: did the model correctly
say so? A model that fabricates a span here fails.
This is the HALLUCINATION test (Mike's "no dead
links / no hallucinated answers" claim under fire).
Matcher kinds supported (CUAD-specific):
- span_f1 {"kind":"span_f1","gold_spans":["..."],"threshold":0.5}
Pass if max(token-F1, containment) against ANY gold span >= threshold.
Token-F1 uses SQuAD normalisation (lowercase, drop articles &
punctuation). `containment` = 1.0 when a normalised gold span is a
substring of the normalised answer — lets a model that quotes the
clause verbatim *plus* commentary still pass.
- no_clause {"kind":"no_clause"}
Pass if the answer asserts the clause is absent (e.g. "NO CLAUSE
FOUND", "the contract does not contain", "no such provision").
Fails on a fabricated/quoted span with no absence language.
Outputs JSON on stdout — trap stores it as CaseResult.metrics. The grader reads
`metrics.score` plus `category` / `gold_present` to split the laziness vs
hallucination diagnostics.
"""
from __future__ import annotations
import json
import os
import re
from collections import Counter
from pathlib import Path
from typing import Any
# --- answer extraction (mirrors the mmlu judge contract) -------------------
def extract_agent_answer(stdout: str) -> str:
"""Accept JSON {"answer": "..."} or plain text. Strip surrounding whitespace."""
stdout = stdout.strip()
if not stdout:
return ""
try:
obj = json.loads(stdout)
if isinstance(obj, dict) and "answer" in obj:
return str(obj["answer"])
except json.JSONDecodeError:
pass
return stdout
# --- SQuAD-style token F1 --------------------------------------------------
_ARTICLES_RE = re.compile(r"\b(a|an|the)\b")
_PUNCT_RE = re.compile(r"[^a-z0-9 ]")
_WS_RE = re.compile(r"\s+")
def normalize_text(s: str) -> str:
"""SQuAD normalisation: lowercase, drop articles & punctuation, squeeze space."""
s = s.lower()
s = _ARTICLES_RE.sub(" ", s)
s = _PUNCT_RE.sub(" ", s)
s = _WS_RE.sub(" ", s).strip()
return s
def token_f1(pred: str, gold: str) -> float:
"""Token-overlap F1 between two strings, after SQuAD normalisation."""
p = normalize_text(pred).split()
g = normalize_text(gold).split()
if not p or not g:
return 0.0
common = Counter(p) & Counter(g)
same = sum(common.values())
if same == 0:
return 0.0
precision = same / len(p)
recall = same / len(g)
return 2 * precision * recall / (precision + recall)
def span_score(pred: str, gold_spans: list[str]) -> tuple[float, str]:
"""Best score across gold spans: max(token_f1, containment).
containment = 1.0 when a (normalised) gold span appears verbatim inside the
(normalised) answer — rewards a model that quotes the clause even if it wraps
it in commentary.
"""
if not gold_spans:
return 0.0, "no gold spans provided"
npred = normalize_text(pred)
best = 0.0
best_reason = ""
for span in gold_spans:
f1 = token_f1(pred, span)
ngold = normalize_text(span)
contained = 1.0 if ngold and ngold in npred else 0.0
s = max(f1, contained)
if s > best:
best = s
best_reason = f"f1={f1:.2f} contained={'yes' if contained else 'no'} vs gold[:40]={span[:40]!r}"
return best, best_reason or "no overlap with any gold span"
# --- absence assertion detection (the hallucination guard) -----------------
_ABSENCE_PATTERNS = [
"no clause found",
"no clause",
"no such clause",
"no such provision",
"no relevant clause",
"no relevant provision",
"does not contain",
"does not include",
"does not address",
"not contain any",
"no provision",
"not present",
"not found",
"not addressed",
"no mention",
"not mention",
"not specified",
"no reference to",
]
# whole-word indicators that would over-match as substrings
_ABSENCE_WORD_RE = re.compile(r"\b(none|absent|n/?a)\b", re.IGNORECASE)
def asserts_absence(answer: str) -> bool:
norm = normalize_text(answer)
if any(p in norm for p in (normalize_text(x) for x in _ABSENCE_PATTERNS)):
return True
if _ABSENCE_WORD_RE.search(answer):
return True
return False
# --- matchers (kind -> (bool, reason)) -------------------------------------
def m_span_f1(answer: str, spec: dict) -> tuple[bool, str]:
gold_spans = spec.get("gold_spans") or []
threshold = float(spec.get("threshold", 0.5))
score, reason = span_score(answer, gold_spans)
if score >= threshold:
return True, f"span match ok (score={score:.2f} >= {threshold}; {reason})"
return False, f"span miss (score={score:.2f} < {threshold}; {reason})"
def m_no_clause(answer: str, spec: dict) -> tuple[bool, str]:
if asserts_absence(answer):
return True, "correctly asserted clause is absent"
return False, "did not assert absence — likely hallucinated a span"
MATCHERS = {
"span_f1": m_span_f1,
"no_clause": m_no_clause,
}
def run_matchers(answer: str, matchers: list[dict]) -> tuple[float, list[dict]]:
"""Run all matchers; all must pass. Returns (score, per-matcher results)."""
results = []
all_ok = True
for spec in matchers:
kind = spec.get("kind")
fn = MATCHERS.get(kind)
if fn is None:
results.append({"kind": kind, "pass": False, "reason": f"unknown matcher kind: {kind!r}"})
all_ok = False
continue
ok, reason = fn(answer, spec)
results.append({"kind": kind, "pass": ok, "reason": reason})
if not ok:
all_ok = False
return (1.0 if all_ok else 0.0), results
# --- main ------------------------------------------------------------------
def main() -> None:
payload = json.loads(os.environ["TRAPTASK_PAYLOAD"])
stdout = Path(payload["outputs"]["case_stdout"]).read_text()
exit_code = json.loads(Path(payload["outputs"]["case_meta.json"]).read_text())["exit_code"]
expected = json.loads(Path(payload["expected"]["answer.json"]).read_text())
usage_record: dict[str, Any] = {}
usage_path = payload["outputs"].get("usage.json")
if usage_path and Path(usage_path).exists():
try:
usage_record = json.loads(Path(usage_path).read_text())
except json.JSONDecodeError:
usage_record = {}
base = {
"id": expected.get("id"),
"type": expected.get("type"),
"category": expected.get("category"),
"gold_present": expected.get("gold_present"),
"difficulty": expected.get("difficulty"),
}
agent_answer = extract_agent_answer(stdout)
if exit_code != 0:
print(json.dumps({"score": 0.0, "reason": f"solution exited {exit_code}",
"agent_answer": agent_answer, **base, **usage_record}))
return
if not agent_answer:
print(json.dumps({"score": 0.0, "reason": "agent produced no answer",
"agent_answer": "", **base, **usage_record}))
return
matchers = expected.get("matchers")
if not matchers:
print(json.dumps({"score": None, "reason": "no matchers (case not gradeable)",
"agent_answer": agent_answer, **base, **usage_record}))
return
score, matcher_results = run_matchers(agent_answer, matchers)
print(json.dumps({
"score": score,
"matcher_results": matcher_results,
"agent_answer": agent_answer[:600],
**base,
**usage_record,
}))
if __name__ == "__main__":
main()
▸grader.py83 lines · view on GitHub
"""Overall grader for the imported CUAD task.
Aggregates per-case judge results into a run-level verdict. Emits JSON to stdout —
trap stores it as GraderResult.metrics. Beyond overall accuracy + by_category, CUAD
reports two diagnostic splits that are the whole point of the task:
- recall_present : accuracy on rows where the clause IS present.
Low here = the LAZINESS failure (missing real clauses).
- precision_absent : accuracy on rows where the clause is ABSENT.
Low here = the HALLUCINATION failure (inventing clauses).
"""
from __future__ import annotations
import json
import os
from collections import Counter
PASS_THRESHOLD = 0.80
def _accuracy(rows: list[dict]) -> float:
return sum(r["metrics"]["score"] for r in rows) / len(rows) if rows else 0.0
def main() -> None:
cases = json.loads(os.environ["TRAPTASK_PAYLOAD"])
scored = [c for c in cases if c.get("metrics") and c["metrics"].get("score") is not None]
skipped = [c for c in cases if not c.get("metrics") or c["metrics"].get("score") is None]
accuracy = _accuracy(scored)
present = [c for c in scored if c["metrics"].get("gold_present") is True]
absent = [c for c in scored if c["metrics"].get("gold_present") is False]
by_category_score: Counter[str] = Counter()
by_category_total: Counter[str] = Counter()
for c in scored:
cat = c["metrics"].get("category")
if cat:
by_category_total[cat] += 1
by_category_score[cat] += c["metrics"]["score"]
by_category_pct = {k: round(by_category_score[k] / by_category_total[k], 3)
for k in by_category_total}
durations = [c.get("duration", 0.0) for c in cases if c.get("duration") is not None]
if durations:
ds = sorted(durations)
latency_ms_median = round(ds[len(ds) // 2] * 1000, 1)
latency_ms_p95 = round(ds[int(0.95 * len(ds))] * 1000, 1) if len(ds) > 1 else latency_ms_median
latency_ms_total = round(sum(ds) * 1000, 1)
else:
latency_ms_median = latency_ms_p95 = latency_ms_total = 0.0
case_costs = [c["metrics"].get("usd_cost") for c in scored if isinstance(c.get("metrics"), dict)]
cost_usd_total = round(sum(x for x in case_costs if x is not None), 4) if any(x is not None for x in case_costs) else None
n_passed = sum(1 for c in scored if c["metrics"]["score"] == 1.0)
passed = bool(scored) and accuracy >= PASS_THRESHOLD
print(json.dumps({
"passed": passed,
"score": round(accuracy, 3),
"n_passed": n_passed,
"n_total": len(cases),
"n_scored": len(scored),
"n_skipped_no_gold": len(skipped),
"threshold": PASS_THRESHOLD,
"recall_present": round(_accuracy(present), 3),
"n_present": len(present),
"precision_absent": round(_accuracy(absent), 3),
"n_absent": len(absent),
"by_category": by_category_pct,
"latency_ms_median": latency_ms_median,
"latency_ms_p95": latency_ms_p95,
"latency_ms_total": latency_ms_total,
"cost_usd_total": cost_usd_total,
}))
if __name__ == "__main__":
main()